Master Consulting Services Agreement
FRAUD PREVENTION & PAYMENTS CONSULTING SERVICES
All six Orcly service lines covered by this agreement via the Statement of Work exhibit.
This Master Consulting Services Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
Orcly [INSERT FULL LEGAL ENTITY NAME], a [jurisdiction] [entity type] with its registered office at [registered address] (“Consultant” or “Orcly”); and
[COMPANY X — INSERT FULL LEGAL ENTITY NAME], a [jurisdiction] [entity type] with its registered office at [registered address] (“Client”),
each a “Party” and together the “Parties.”
WHEREAS, Consultant is in the business of providing fraud prevention, chargeback management, payments integration, fraud audit, fraud-as-a-service, and fraud orchestration consulting services to businesses operating in regulated industries; and
WHEREAS, Client wishes to engage Consultant to provide such advisory services on the terms of this Agreement and one or more Statements of Work executed hereunder;
NOW, THEREFORE, in consideration of the mutual covenants set out below, the Parties agree as follows:
1. DEFINITIONS
1.1
“Services” means the fraud prevention, chargeback management, payments integration, fraud audit, fraud-as-a-service, and/or fraud orchestration advisory services described in a Statement of Work.
1.2
“Statement of Work” or “SOW” means a written schedule, substantially in the form of Exhibit A, executed by both Parties, describing the scope, timeline, deliverables, and fees for a specific engagement. Each SOW is incorporated into and governed by this Agreement.
1.3
“Deliverables” means any written reports, assessments, recommendations, or other work product that Consultant is specifically identified as delivering in a SOW.
1.4
“Client Data” means any data, records, or information provided by Client to Consultant for the purpose of performing the Services.
2. SCOPE OF SERVICES
2.1
Consultant shall perform the Services described in each executed SOW. In the event of any conflict between this Agreement and a SOW, this Agreement governs unless the SOW expressly states that it overrides a specific provision.
2.2
Advisory Nature of Services. Client acknowledges and agrees that the Services are advisory, analytical, and consultative in nature. Consultant provides assessments, recommendations, and strategic guidance based on information made available by Client, industry knowledge, and Consultant’s professional judgment. Consultant does not operate, control, or make final decisions regarding Client’s systems, transactions, or business operations. All decisions regarding whether, when, and how to implement any recommendation remain solely and exclusively with Client. Where a SOW engages Consultant for Fraud-as-a-Service or Fraud Orchestrator services involving ongoing operational activity, the specific division of operational responsibility and decision-making authority shall be set out expressly in that SOW.
2.3
Additional or materially changed scope must be agreed in a written change order or a new SOW signed by both Parties before Consultant is obligated to perform it.
3. TERM AND TERMINATION
3.1
This Agreement commences on the Effective Date and continues until terminated as provided in this Section 3, or until all SOWs executed hereunder have expired or been terminated, whichever is later.
3.2
Either Party may terminate this Agreement or any SOW for convenience upon [THIRTY (30) DAYS’] prior written notice to the other Party.
3.3
Either Party may terminate this Agreement or the affected SOW immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within [FIFTEEN (15) DAYS] of written notice describing the breach.
3.4
Upon termination, Client shall pay Consultant for all Services performed and expenses properly incurred up to the effective date of termination. Sections 6–12 and 15 survive termination.
4. FEES AND PAYMENT
4.1
Client shall pay Consultant the fees set out in the applicable SOW, calculated on the rate structure specified there (e.g., hourly rate, fixed project fee, or monthly retainer).
4.2
Unless otherwise stated in the SOW, Consultant shall invoice Client monthly in arrears, and Client shall pay each undisputed invoice within [FIFTEEN (15) DAYS] of receipt.
4.3
Client shall reimburse Consultant for reasonable, pre-approved, out-of-pocket expenses directly related to the Services, supported by receipts.
4.4
Undisputed amounts not paid when due accrue interest at the lesser of [1.5% per month] or the maximum rate permitted by applicable law, and Consultant may suspend Services on written notice for payment more than [THIRTY (30) DAYS] overdue.
4.5
Fees are exclusive of applicable sales, use, VAT, or similar taxes, which Client shall bear except for taxes on Consultant’s net income.
5. CLIENT RESPONSIBILITIES
5.1
Client shall provide Consultant with timely access to the data, personnel, systems, and information reasonably necessary for Consultant to perform the Services, and shall ensure such information is accurate and complete in all material respects.
5.2
Client is solely responsible for evaluating the suitability of, and for any decision to implement, delay, modify, or disregard, any recommendation or Deliverable provided by Consultant.
5.3
Client acknowledges that Consultant’s analysis and recommendations are necessarily based on the information, data, and access that Client provides, and that Consultant is entitled to rely on such information without independent verification unless otherwise agreed in writing.
6. INDEPENDENT CONTRACTOR
6.1
Consultant is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties. Neither Party has authority to bind the other except as expressly set out in this Agreement.
7. CONFIDENTIALITY
7.1
“Confidential Information” means non-public information disclosed by either Party in connection with this Agreement that is designated confidential or that a reasonable person would understand to be confidential, including Client Data, fraud and transaction data, business and financial information, and the terms of this Agreement. Confidentiality obligations set out in the Parties’ Mutual Non-Disclosure Agreement dated [___] (or, if none is in effect, under terms equivalent to those of Orcly’s standard NDA) apply to Confidential Information exchanged under this Agreement and are incorporated by reference.
7.2
Confidentiality obligations survive termination of this Agreement for five (5) years, except that obligations relating to trade secrets survive for as long as such information remains a trade secret.
8. INTELLECTUAL PROPERTY
8.1
Each Party retains all right, title, and interest in its pre-existing intellectual property, methodologies, tools, templates, and know-how (“Background IP”), including Consultant’s Fraud Orchestrator platform, integrations, and related technology. Nothing in this Agreement transfers ownership of either Party’s Background IP.
8.2
Subject to full payment of applicable fees, Consultant grants Client a non-exclusive, non-transferable license to use the Deliverables for Client’s internal business purposes. Consultant retains ownership of its underlying methodologies, frameworks, and general know-how, including any generalized or anonymized learnings developed while performing the Services, provided such learnings do not include Client’s Confidential Information.
9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMER
9.1
Each Party represents that it has full authority to enter into this Agreement and that doing so does not conflict with any other obligation.
9.2
Consultant warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards for fraud and payments consulting.
9.3
NO GUARANTEE OF OUTCOME. CLIENT ACKNOWLEDGES THAT FRAUD, CHARGEBACK, AND PAYMENTS RISK CANNOT BE ENTIRELY ELIMINATED, THAT THE SERVICES CONSIST OF ADVICE, ANALYSIS, AND RECOMMENDATIONS ONLY, AND THAT CONSULTANT DOES NOT GUARANTEE ANY SPECIFIC REDUCTION IN FRAUD, CHARGEBACKS, LOSSES, REGULATORY EXPOSURE, OR ANY OTHER BUSINESS OUTCOME.
9.4
EXCEPT AS EXPRESSLY SET OUT IN SECTION 9.2, CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. LIMITATION OF LIABILITY
10.1
EXCLUSION OF LIABILITY FOR CLIENT LOSSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONSULTANT SHALL HAVE NO LIABILITY FOR, AND CLIENT HEREBY RELEASES AND WAIVES ANY CLAIM AGAINST CONSULTANT ARISING FROM: (A) FRAUDULENT ACTIVITY, CHARGEBACKS, OR FINANCIAL LOSSES INCURRED BY CLIENT OR ANY THIRD PARTY, INCLUDING ANY INCREASE, CONTINUATION, OR WORSENING OF SUCH LOSSES DURING OR AFTER THE ENGAGEMENT; (B) CLIENT’S DECISION TO IMPLEMENT, DELAY, MODIFY, OR DISREGARD ANY RECOMMENDATION OR DELIVERABLE; (C) ACTS OR OMISSIONS OF THIRD PARTIES, INCLUDING PAYMENT PROCESSORS, ACQUIRERS, BANKS, REGULATORS, FRAUD/IDENTITY VENDORS ACCESSED THROUGH THE FRAUD ORCHESTRATOR, OR FRAUDULENT ACTORS; AND (D) ANY REGULATORY FINE, PENALTY, OR ENFORCEMENT ACTION AGAINST CLIENT, EXCEPT TO THE EXTENT SUCH ACTION IS A DIRECT RESULT OF CONSULTANT’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10.2
EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.
10.3
LIABILITY CAP. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CONSULTANT UNDER THE APPLICABLE SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10.4
The limitations in this Section 10 do not apply to: (a) a Party’s gross negligence or willful misconduct; (b) breach of confidentiality obligations; (c) indemnification obligations; (d) infringement of intellectual property rights; or (e) any liability that cannot be limited or excluded as a matter of applicable law.
11. INDEMNIFICATION
11.1
Client shall indemnify, defend, and hold harmless Consultant from and against any third-party claims, losses, and reasonable expenses (including legal fees) arising from: (a) Client’s use of any Deliverable or recommendation; (b) Client’s operation of its business, including its fraud, chargeback, or payments practices; or (c) Client’s breach of this Agreement — except to the extent caused by Consultant’s gross negligence or willful misconduct.
11.2
Consultant shall indemnify, defend, and hold harmless Client from and against any third-party claims, losses, and reasonable expenses arising from Consultant’s gross negligence, willful misconduct, or infringement of a third party’s intellectual property rights in a Deliverable.
12. INSURANCE
12.1
During the term of this Agreement, Consultant shall maintain professional indemnity (errors and omissions) insurance in an amount of at least [INSERT AMOUNT], and shall provide evidence of such coverage upon Client’s reasonable request.
13. DATA PROTECTION
13.1
To the extent Consultant processes personal data on Client’s behalf in connection with the Services, each Party shall comply with applicable data protection law (including, as applicable, the UK GDPR and/or EU GDPR), and the Parties shall enter into a data processing agreement in a mutually agreed form prior to any such processing.
14. GOVERNING LAW AND DISPUTE RESOLUTION
14.1
This Agreement is governed by the laws of [JURISDICTION], without regard to conflict of laws principles.
14.2
The Parties shall attempt in good faith to resolve any dispute through senior-level negotiation before initiating formal proceedings. Any unresolved dispute shall be [subject to the exclusive jurisdiction of the courts of [JURISDICTION]] / [resolved by binding arbitration under the rules of [INSTITUTION], seated in [CITY]] — [SELECT ONE WITH COUNSEL].
15. GENERAL PROVISIONS
15.1
Entire Agreement. This Agreement, together with all executed SOWs and any governing NDA, constitutes the entire agreement between the Parties and supersedes all prior discussions.
15.2
Amendment. This Agreement may only be amended in a writing signed by both Parties.
15.3
Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.
15.4
Force Majeure. Neither Party is liable for any delay or failure to perform resulting from causes beyond its reasonable control.
15.5
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
15.6
Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
15.7
Survival. Sections 6, 7, 8, 9.3–9.4, 10, 11, 14, and 15, together with any accrued payment obligations, survive termination or expiration of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ORCLY [INSERT ENTITY NAME]
Signature
Name / Title
Date
[COMPANY X — INSERT ENTITY NAME]
Signature
Name / Title
Date
Exhibit A
STATEMENT OF WORK NO. [1]
This Statement of Work is entered into under, and incorporated into, the Master Consulting Services Agreement dated [AGREEMENT DATE] between Orcly [entity] and [Company X].
| Client | [Full legal entity name] |
| Service Line(s) | [Fraud Prevention / Chargeback Management / Payments Integration / Fraud Audit / Fraud-as-a-Service / Fraud Orchestrator] |
| SOW Reference | [SOW-001] |
| SOW Effective Date | [DD Month YYYY] |
| Engagement Lead (Orcly) | [Founder name] |
| Client Point of Contact | [Name, Title, Email] |
1. Scope of Services
Consultant shall provide the following services (select and edit as applicable):
- Fraud risk assessment covering [transaction channels / product lines / geographies]
- Review of existing fraud rules, models, and detection thresholds, with recommendations
- Chargeback root cause analysis and representment process review
- PSP selection, multi-acquirer routing, and 3DS2 implementation strategy
- Fraud audit: policy, procedure, and control gap analysis
- Fraud Orchestrator integration and vendor routing configuration (if applicable)
- [Other — insert additional scope items specific to this engagement]
Out of Scope: Consultant is not engaged to implement changes directly within Client’s systems or to guarantee any specific fraud, chargeback, or loss outcome.
2. Timeline
| Engagement Start Date | [DD Month YYYY] |
| Estimated Duration | [e.g., 6 weeks / 3 months / ongoing retainer] |
| Key Milestones | [e.g., Week 2: initial findings; Week 4: draft report; Week 6: final delivery] |
3. Fees and Payment
| Fee Structure | [Hourly: $[__]/hr | Fixed fee: $[__] | Monthly retainer: $[__]/month] |
| Estimated Total | $[__] [excluding expenses] |
| Payment Schedule | [50% on signing / 50% on delivery — or monthly in arrears] |
| Payment Terms | Net [15/30] days from invoice date |
| Expenses | [Pre-approved, billed at cost / Not applicable] |
4. Special Terms
[Insert any engagement-specific terms not covered by the Master Consulting Services Agreement. If none, state “None — governed entirely by the MSA.”]
Agreed and accepted by:
ORCLY [INSERT ENTITY NAME]
Signature
Name / Title
Date
[COMPANY X — INSERT ENTITY NAME]
Signature
Name / Title
Date