Moorfox
Master Service Agreement
Effective 19 August 2026. Devsmooth Ltd., Surrey, British Columbia, Canada.
Most customers use Moorfox under the click-through Terms of Service and never need this document. The MSA is for organisations that need a signed contract: it covers the same service with the fuller apparatus of order forms, confidentiality, indemnities and liability caps.
It only applies once both parties have signed an order form that references it.
The summary is here to help you read the document. The numbered sections below are the agreement.
1. Scope and structure
This Master Service Agreement ("MSA") is between Devsmooth Ltd. ("Devsmooth"), Surrey, British Columbia, Canada, and the customer named on an order form ("Customer"). It takes effect only when both parties execute an order form that references it (an "Order"); until then, use of the Service is governed by the Terms of Service. Each Order describes the services, quantities, fees and term, and incorporates this MSA, the Data Processing Addendum and the Refund Policy. If documents conflict, the Order prevails over the MSA, and the DPA prevails on personal data matters.
2. The Service
Devsmooth will provide the Moorfox remote monitoring and management service described in the Order and the documentation: agents for supported operating systems, the management dashboard, attended quick support, and the add-ons stated in the Order. Devsmooth may improve the Service continuously, and will not materially degrade the functionality purchased during an Order's term.
3. Customer obligations
The Customer will: (a) install agents only on devices it owns or is authorised to manage, and keep that authority for the life of the enrolment; (b) give the people who use managed devices any legally required notice of monitoring and management; (c) keep credentials and enrolment keys confidential and manage its users' access; (d) use the Service in compliance with law and not for unauthorised access to any system; and (e) remain responsible for the commands, scripts, flows and policies it chooses to run, including destructive actions such as device wipes, which the Service executes at the Customer's direction.
4. Term and renewal
This MSA runs from the first Order's effective date until every Order has ended, unless terminated earlier under section 12. Each Order runs for its stated initial term and renews as the Order provides; if the Order is silent, it continues month to month until either party gives 30 days' notice.
5. Fees, invoicing and taxes
Fees are as stated in the Order; usage-based fees are calculated as the pricing page and Order describe and billed monthly in arrears. Invoices are due within 30 days. Amounts unpaid and not disputed in good faith bear interest at 1.5% per month. Fees exclude taxes; the Customer pays applicable taxes other than taxes on Devsmooth's income. Price changes take effect only at an Order's renewal, on at least 60 days' notice.
6. Customer Data and data protection
Customer Data belongs to the Customer. Devsmooth processes it only to provide the Service, under the Data Processing Addendum, which is incorporated into this MSA. Devsmooth maintains the security measures in the DPA's Annex 2. On termination, export and deletion follow the DPA's section 9.
7. Confidentiality
Each party will protect the other's non-public information disclosed under this MSA with at least the care it uses for its own confidential information, and never less than reasonable care; will use it only to perform this MSA; and will disclose it only to personnel and advisers bound by comparable duties, or where the law compels disclosure with notice to the other party where lawful. These duties last 5 years after disclosure; for trade secrets, for as long as they remain trade secrets.
8. Intellectual property
Devsmooth and its licensors own the Service, the agents and the documentation; the Customer owns Customer Data. Devsmooth grants the Customer a non-exclusive, non-transferable licence during the term to use the Service and to install the agents on devices within the scope of the Order. Neither party gains rights in the other's property except as this MSA states. Feedback may be used by Devsmooth without obligation.
9. Warranties
Each party warrants it has the authority to enter this MSA. Devsmooth warrants that the Service will perform materially as described in the documentation, and that it will provide the Service with reasonable skill and care. The Customer's exclusive remedy for breach of the performance warranty is that Devsmooth will re-perform or repair, or, if it cannot within 30 days, the Customer may terminate the affected Order and receive a refund of any fees paid for the period after termination. Otherwise the Service is provided as is, and all other warranties and conditions, express or implied, are disclaimed to the extent the law allows.
10. Indemnities
Devsmooth will defend the Customer against third-party claims that the Service, as provided by Devsmooth and used as permitted, infringes a copyright, trade secret or Canadian or United States patent, and will pay resulting damages finally awarded or agreed in settlement. If such a claim arises, Devsmooth may modify the Service, procure the right, or terminate the affected Order with a pro-rata refund. This does not cover combinations with things not provided by Devsmooth, or use in breach of this MSA.
The Customer will defend Devsmooth against third-party claims arising from the Customer's breach of section 3, from Customer Data, or from the Customer's use of the Service in violation of law, and will pay resulting damages finally awarded or agreed in settlement.
The indemnified party must notify promptly, give the indemnifying party control of the defence, and cooperate reasonably.
11. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill. Each party's total liability arising out of or relating to this MSA is capped at the fees paid or payable by the Customer in the 12 months before the event giving rise to the claim. The cap does not apply to the indemnity obligations in section 10, to a breach of section 7 (confidentiality), or to liability that cannot be limited by law, including fraud or death or personal injury caused by negligence.
12. Termination
Either party may terminate this MSA or an affected Order if the other materially breaches and does not cure within 30 days of written notice, or immediately if the other becomes insolvent or subject to bankruptcy proceedings. On termination, the Customer pays for usage up to the effective date, licences end, and sections 6 through 11, this sentence, and section 14 survive. Data export and deletion follow the DPA.
13. Notices
Notices under this MSA are in writing: to Devsmooth at support@moorfox.com or the registered office in Surrey, British Columbia, Canada; to the Customer at the addresses on the Order. Email notice is effective on the business day after sending, absent a bounce.
14. Governing law and general
This MSA is governed by the laws of British Columbia and the federal laws of Canada applicable there; the courts of British Columbia have exclusive jurisdiction. Neither party may assign without the other's written consent, not to be unreasonably withheld, except to an affiliate or successor in a merger or sale of substantially all assets. Neither party is liable for failure caused by events beyond its reasonable control, other than payment obligations. This MSA with its Orders and incorporated documents is the entire agreement and supersedes prior discussions; amendments must be in writing and signed. If a clause is unenforceable, the rest stands. There are no third-party beneficiaries.
Getting a signed MSA
If your organisation needs a signed MSA and an order form, write to support@moorfox.com with the device counts and add-ons you need.