Master Service Agreement
1. Parties
This Master Service Agreement ("Agreement") is entered into between Builts AI ("Service Provider," "we," "us"), an AI automation agency based in Ontario, Canada, and the entity or individual engaging our services ("Client," "you," "your").
This Agreement sets forth the general terms and conditions governing the provision of AI automation services by Builts AI to the Client.
2. Scope of Services
Builts AI provides AI automation consulting and implementation services delivered in two distinct phases: the Build Phase (one-time project delivery) and the Maintenance Phase (ongoing support and optimization). The specific deliverables, timelines, and requirements for each engagement are detailed in individual Statements of Work (SOW) issued under this Agreement.
3. Build Phase
The Build Phase encompasses the complete design, development, and deployment of custom automation systems for the Client. This includes strategy and automation architecture, system configuration, workflow development, end-to-end testing and optimization, and deployment to production environments.
Deliverables and timelines for the Build Phase are specified in the applicable SOW. The Client will have a defined acceptance period to review deliverables. Change requests outside the original scope may result in additional fees and timeline adjustments, which will be documented in a revised SOW.
4. Maintenance Phase
Upon completion and acceptance of the Build Phase, the Client may enter the Maintenance Phase, which includes: ongoing issue resolution and system monitoring, lifetime AI upgrades to keep automations aligned with the latest technology, technical support and team training, quarterly audits and system improvements, version upgrades including migration to newer and more efficient AI models, ROI reporting showing measurable time and cost savings, and quarterly strategy calls to identify further automation opportunities.
Builts AI will use commercially reasonable efforts to respond to support requests within one (1) business day and resolve critical issues within 48 hours.
5. Fees and Payment
Build Phase fees are custom-quoted based on the scope and complexity of the project, as detailed in the applicable SOW. A quote is provided to the Client following the initial audit call.
Maintenance Phase fees are billed monthly and are based on the Client's team size and support requirements. Unless otherwise specified, all invoices are due within fifteen (15) days of issuance (Net 15). Late payments are subject to interest at a rate of 1.5% per month.
6. Intellectual Property
Upon full payment, the Client owns all custom workflows, configurations, and automation systems specifically developed for the Client under this Agreement ("Client Work Product"). Builts AI retains ownership of its proprietary tools, frameworks, templates, methodologies, and any pre-existing intellectual property used in delivering services ("Builts AI IP").
Builts AI grants the Client a non-exclusive, perpetual license to use any Builts AI IP embedded in the Client Work Product for the Client's internal business purposes.
7. Confidentiality
Both parties agree to maintain the confidentiality of all non-public information disclosed during the course of this Agreement ("Confidential Information"). This includes business strategies, technical specifications, client data, pricing, and proprietary methodologies.
Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is independently developed without reference to Confidential Information; or is disclosed pursuant to a legal requirement, provided the disclosing party is given reasonable notice.
8. Data Protection
Builts AI will handle all Client data in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation. We will implement appropriate technical and organizational measures to protect Client data.
Any third-party subprocessors used by Builts AI in delivering services will be subject to equivalent data protection obligations.
9. Warranties
Builts AI warrants that services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. If any deliverable fails to materially conform to the specifications in the applicable SOW, Builts AI will re-perform the services at no additional cost.
The Client warrants that all information provided to Builts AI is accurate and complete, and that the Client has the authority to enter into this Agreement.
10. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.
The total aggregate liability of Builts AI under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.
11. Term and Termination
The Build Phase term is defined in the applicable SOW. The Maintenance Phase begins upon completion of the Build Phase and continues on a month-to-month basis, automatically renewing unless terminated by either party.
Either party may terminate the Maintenance Phase with thirty (30) days written notice. The Build Phase may be terminated by mutual written agreement or for material breach, subject to a 15-day cure period. Upon termination, the Client retains ownership of all completed Client Work Product for which payment has been made.
12. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power failures, or internet outages.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved through binding arbitration in Ontario, Canada.
14. Amendments
This Agreement may only be amended or modified by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
15. Contact Us
For questions or concerns about this Master Service Agreement, please contact us at: hello@builts.ai. Builts AI, Ontario, Canada.