MSA vs Terms of Service

The short answer

A master service agreement (MSA) is a signed contract, often negotiated, that sets the base rules for a relationship. Terms of service are the vendor's standard online contract, the same for every customer, and accepted with a click.

Which one wins depends on what the documents say about each other. A signed MSA may state that it replaces the online terms, but you have to check the wording.

MSA

• What it is: a framework contract. Each purchase then happens through an order form or statement of work that refers back to it.
• Who it binds: you and the vendor, through signatures from people with authority to sign.
• Typical content: fees and payment, term and renewal, liability caps, indemnities, confidentiality, data protection, security and termination.
• How it changes: by a written amendment both sides sign, if the MSA says so. A negotiated MSA can also fix the version of linked policies or require your consent for changes.

Terms of service

• What it is: the vendor's standard contract, posted online. SaaS vendors may call it a customer agreement or subscription agreement.
• Who it binds: you and the vendor, through a click or through use. The Atlassian Customer Agreement says "by using or accessing the Products, you confirm you are bound by this Agreement."
• Typical content: the same topics as an MSA, written in the vendor's favor and not open to edits for small accounts.
• How it changes: often by the vendor posting a new version. The same Atlassian agreement (section 20.9) lets Atlassian modify it by posting changes on its website, with a goal of posting at least 30 days before they take effect.

Which one applies to you

Use these steps to find out which document controls.

1. Check whether you signed an MSA or only clicked through online terms. Small teams on self-serve plans may have only the online terms.
2. If you have an MSA, read its entire agreement clause. It should say whether it replaces the vendor's online terms.
3. Read the order of precedence clause. It ranks the documents when they conflict. In the Atlassian agreement (section 20.6), the main body controls, but its policies, product terms and DPA "will control for their specific subject matter."
4. List the online documents the MSA still pulls in by reference, such as the acceptable use policy, DPA or support policy. Those can still change after you sign.
5. Check the signature block and dates. An unsigned draft MSA in your inbox does not replace the online terms you clicked.
6. Check whether a purchase order can add terms. Atlassian (section 9) says no terms of a customer's purchase order or business form will supersede its agreement.

The common surprise: you sign an MSA, but an employee later clicks "I agree" to new online terms inside the product. Whether that click changes your deal depends on the MSA's wording, so ask for a clause that says it controls over any click-through terms. It also helps to limit who on your team can accept terms on the company's behalf.

Example

Venpo flagged a change where Google removed a key contract priority clause, creating hidden legal ambiguity. In November 2025, Google deleted the line in its Google One Additional Terms of Service saying those terms win over Google's general terms when the two conflict. An MSA and a set of online terms raise the same question: without a priority clause, nothing in the documents says which one controls.

For example, imagine your MSA caps the vendor's liability at 12 months of fees, and the vendor's online terms cap it at 3 months. If no clause says which one wins, you may end up arguing about it after something goes wrong.

How Venpo helps

Even with a signed MSA, many of the rules sit in online documents your contract points to. Venpo monitors those public pages, including terms of service, DPAs, acceptable use policies and subprocessor lists, and emails you a plain-English alert when one changes.