Master Services Agreement

This Master Services Agreement sets out the terms on which FluentAI Labs Ltd supplies AI consultancy, chatbot implementation, automation, integration, training, support and related services to business and charity clients. It is intended for business-to-business use and is not intended for consumer contracts.

Important: this document is a commercial template and should be reviewed by a suitably qualified UK solicitor before use with clients, particularly where personal data, vulnerable users, safeguarding, HR data or high-risk use cases are involved.

1. Parties

1.1 This Agreement is entered into between FluentAI Labs Ltd, a company incorporated in England and Wales, whose registered office shall be stated in the applicable Statement of Work or order documentation (the Supplier, FluentAI, we, our or us), and the organisation identified within the applicable Statement of Work, quotation, order form or proposal (the Client, you or your).

1.2 This Agreement governs all Services supplied by FluentAI unless expressly varied in writing and signed by authorised representatives of both parties.

2. Definitions and interpretation

Agreement: this Master Services Agreement together with any applicable Statement of Work, quotation, order form, proposal and any schedules.

AI Services: any artificial intelligence, machine learning, chatbot, workflow automation, generative AI, knowledge management, conversational AI or related service supplied by FluentAI.

Business Day: a day other than a Saturday, Sunday or public holiday in England.

Client Data: all data, information, documents, records, content, text, images, files, knowledge base materials, system data, user data and personal data supplied by or on behalf of the Client.

Client Materials: all branding, logos, documents, policies, content, data and other materials owned by or licensed to the Client and provided to FluentAI for use in connection with the Services.

Deliverables: all outputs, reports, chatbot configurations, workflows, automations, documentation, training materials, software components, integrations and other materials created or supplied by FluentAI under a Statement of Work.

Fees: the fees and charges payable by the Client to FluentAI.

Services: AI consultancy, chatbot implementation, AI workflow automation, software development, custom integrations, training, managed support, maintenance and related professional services, excluding hosting services unless expressly agreed in writing.

Statement of Work or SOW: a written document, proposal, quote, order form or schedule describing the Services, Deliverables, Fees, assumptions, responsibilities and special terms for a project or engagement.

Third-Party Platforms: third-party services, APIs, software, models, platforms or applications used in connection with the Services, including OpenAI, Anthropic, Chatbase, WhatsApp and Slack.

2.1 Headings are for convenience only and do not affect interpretation.

2.2 References to legislation include any amendment, extension or re-enactment of that legislation.

3. Basis of contract

3.1 This Agreement applies to all Services supplied by FluentAI to the Client.

3.2 A contract is formed when the Client signs a Statement of Work, accepts a quotation or proposal, issues a purchase order accepted by FluentAI, makes payment, or asks FluentAI to commence work.

3.3 Any terms supplied by the Client, including purchase order terms, procurement terms or supplier onboarding terms, are excluded unless expressly accepted by FluentAI in writing.

3.4 If there is any conflict between this Agreement and a Statement of Work, the Statement of Work shall prevail only to the extent of the conflict.

4. Services

4.1 FluentAI shall provide the Services with reasonable skill and care.

4.2 FluentAI shall use reasonable endeavours to perform the Services in accordance with the applicable Statement of Work.

4.3 All dates, milestones and timescales are estimates only unless expressly stated to be binding in the Statement of Work.

4.4 FluentAI may use employees, consultants, contractors and subcontractors to deliver the Services, provided FluentAI remains responsible for their acts and omissions in connection with the Services.

4.5 FluentAI may make reasonable changes to methodologies, technical approaches, tools and implementation methods where such changes do not materially reduce the scope or quality of the Services.

5. Change control

5.1 Either party may request a change to the scope, Deliverables, timetable or Fees.

5.2 FluentAI may accept or reject any requested change, acting reasonably.

5.3 Where a change affects scope, timing, cost, assumptions or risk, FluentAI may issue a revised quotation or change note.

5.4 No change shall be binding unless agreed in writing, including by email, by both parties.

6. Client obligations

6.1 The Client shall:

(a) provide accurate, complete and timely information;

(b) provide timely access to personnel, systems, accounts, documentation and data required for the Services;

(c) ensure that Client Materials and Client Data are lawful and accurate;

(d) obtain all permissions, licences, consents and lawful bases required for use of Client Materials and Client Data;

(e) maintain appropriate backups of its systems and data;

(f) review, test and approve Deliverables before operational use;

(g) ensure that users are given appropriate notices, warnings and guidance when using AI systems;

(h) maintain suitable internal policies, governance and human oversight for use of AI systems.

6.2 FluentAI shall not be liable for delay, additional cost, reduced performance or failure to deliver caused by the Client’s failure to comply with this clause.

7. Fees and payment

7.1 The Fees shall be as stated in the applicable Statement of Work, quotation or proposal.

7.2 Unless otherwise agreed, invoices are payable within 30 days of the invoice date.

7.3 All Fees are exclusive of VAT and any applicable taxes, which shall be added where required.

7.4 FluentAI may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 on overdue sums.

7.5 The Client shall pay all invoices in full without set-off, counterclaim, deduction or withholding except where required by law.

8. Suspension for non-payment

8.1 If any invoice remains unpaid for more than 30 days after its due date, FluentAI may suspend some or all Services without liability.

8.2 During suspension, FluentAI may disable access to systems, pause support, pause integrations and stop further work.

8.3 Suspension shall not affect the Client’s obligation to pay all outstanding sums.

8.4 FluentAI may require payment in full, including any reasonable reactivation or restart costs, before recommencing the Services.

9. Artificial intelligence services

9.1 The Client acknowledges that AI systems are probabilistic technologies and that outputs may vary over time.

9.2 AI-generated outputs may be inaccurate, incomplete, outdated, biased, misleading or unsuitable for the Client’s intended purpose.

9.3 FluentAI does not warrant or guarantee that any AI system, chatbot, assistant, workflow, automation or AI-generated output will be error-free, uninterrupted, complete or entirely accurate.

9.4 FluentAI provides AI Services on a reasonable endeavours basis and does not guarantee any specific response, answer, classification, escalation, decision, result or business outcome.

9.5 The Client is solely responsible for reviewing, validating, testing and approving AI-generated outputs before relying on them or making them available to end users.

9.6 The Client shall ensure that appropriate human oversight is applied to all AI-generated outputs, particularly where outputs may affect individuals, vulnerable people, staff, customers, service users, legal rights or access to services.

10. High-risk use restrictions

10.1 The Client shall not use any Deliverable or AI-generated output as the sole basis for:

(a) legal advice or legal decisions;

(b) medical, clinical or healthcare advice;

(c) financial, tax, investment or insurance advice;

(d) employment, disciplinary, dismissal or recruitment decisions;

(e) safeguarding or child protection decisions;

(f) emergency response, crisis intervention or risk-of-harm decisions;

(g) eligibility decisions affecting access to housing, welfare, public services or charitable support;

(h) regulatory compliance decisions.

10.2 The Client shall ensure that suitably trained humans review high-risk outputs before any action is taken.

11. Safeguarding and emergency situations

11.1 Where the Services are used by charities, educational organisations, support organisations or organisations working with vulnerable individuals, the Client remains solely responsible for its safeguarding policies, safeguarding triage, reporting procedures and statutory obligations.

11.2 The Services are not emergency services, crisis intervention services, counselling services, social work services or safeguarding response services.

11.3 Unless expressly agreed in writing, FluentAI is not responsible for monitoring conversations, identifying safeguarding issues, escalating concerns or responding to service users.

11.4 The Client shall ensure that all chatbots and user-facing AI tools include appropriate warnings, emergency signposting and instructions for users in immediate danger or crisis.

11.5 The Client shall test safeguarding and escalation workflows before deployment and at reasonable intervals thereafter.

12. Third-party platforms

12.1 The Services may use Third-Party Platforms including OpenAI, Anthropic, Chatbase, WhatsApp, Slack, Google, Microsoft and other providers.

12.2 The Client acknowledges that Third-Party Platforms are operated independently from FluentAI and may be subject to separate terms, service limits, usage policies, pricing and availability.

12.3 FluentAI shall not be liable for:

(a) Third-Party Platform outages or degraded performance;

(b) changes to APIs, models, pricing, features, terms or policies;

(c) withdrawal, suspension or termination of third-party services;

(d) security incidents affecting third-party systems;

(e) model behaviour changes, accuracy changes or moderation changes;

(f) charges imposed by third-party providers unless expressly included in the Fees.

12.4 Where the Client holds its own third-party accounts, the Client is responsible for maintaining those accounts, subscriptions, payment details, permissions and compliance with third-party terms.

13. Data protection

13.1 Each party shall comply with all applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018.

13.2 Where FluentAI processes personal data on behalf of the Client, the parties shall enter into a separate Data Processing Agreement or data processing schedule where required.

13.3 The Client warrants that it has a lawful basis for collecting, using, disclosing and otherwise processing all personal data provided to FluentAI.

13.4 The Client shall provide all required privacy notices to end users and shall ensure that users are informed where their data may be processed by AI systems or Third-Party Platforms.

13.5 The Client shall not provide special category data, criminal offence data, children’s data, safeguarding data or other high-risk personal data unless expressly agreed in writing and supported by suitable safeguards.

13.6 The Client shall indemnify FluentAI against losses arising from unlawful, inaccurate or unauthorised Client Data supplied to FluentAI.

14. Confidentiality

14.1 Each party shall keep confidential all confidential information received from the other party and shall not use it except for the purpose of performing or receiving the Services.

14.2 Confidential information may be disclosed to employees, contractors, subcontractors and professional advisers who need to know it and who are subject to confidentiality obligations.

14.3 Confidential information does not include information that is public, already known to the receiving party, independently developed, or required to be disclosed by law.

14.4 The confidentiality obligations shall continue for five years after termination of the Agreement.

15. Intellectual property rights

15.1 Client Materials and Client Data

15.1.1 The Client retains ownership of Client Materials, Client Data, Client branding, Client proprietary documents and Client-owned content.

15.1.2 The Client grants FluentAI a non-exclusive licence to use Client Materials and Client Data for the purpose of providing the Services.

15.2 FluentAI background IP and reusable materials

15.2.1 FluentAI retains ownership of all methodologies, prompts, prompt structures, frameworks, workflows, reusable code, software libraries, templates, training materials, know-how, AI configurations, documentation formats, techniques and pre-existing intellectual property.

15.2.2 Nothing in this Agreement transfers ownership of FluentAI’s background IP or reusable materials to the Client.

15.3 Licence to Deliverables

15.3.1 Subject to payment in full, FluentAI grants the Client a non-exclusive, non-transferable licence to use the Deliverables for the Client’s internal business purposes.

15.3.2 The Client shall not resell, sublicense, publish, reverse engineer or commercially exploit the Deliverables outside its own organisation unless expressly agreed in writing.

15.3.3 FluentAI may reuse general knowledge, experience, techniques, ideas, frameworks and non-client-specific materials developed or learned during the engagement.

16. Warranties

16.1 FluentAI warrants that it shall provide the Services with reasonable skill and care.

16.2 Except as expressly stated in this Agreement, all warranties, conditions and representations are excluded to the fullest extent permitted by law.

16.3 FluentAI does not warrant that any Deliverable will produce specific commercial, operational, financial, regulatory, safeguarding or service outcomes.

16.4 FluentAI does not warrant that any chatbot, automation, integration or AI workflow will operate without interruption or be free from defects, vulnerabilities or errors.

17. Acceptable use

17.1 The Client shall not use the Services or Deliverables:

(a) unlawfully, fraudulently or dishonestly;

(b) to generate, distribute or facilitate harmful, abusive, discriminatory, defamatory, obscene or illegal content;

(c) to infringe intellectual property, privacy, data protection or other rights;

(d) to make decisions without appropriate human oversight where such decisions may materially affect individuals;

(e) in a way that breaches Third-Party Platform terms or acceptable use policies;

(f) in a way that may damage FluentAI’s reputation or expose FluentAI to legal or regulatory risk.

17.2 FluentAI may suspend Services immediately where it reasonably believes the Client is in breach of this clause.

18. Limitation of liability

18.1 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded.

18.2 Subject to clause 18.1, FluentAI’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the greater of:

(a) £10,000; or

(b) the Fees paid by the Client to FluentAI during the 12 months preceding the event giving rise to the claim.

18.3 Subject to clause 18.1, FluentAI shall not be liable for loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss of data, loss arising from inaccurate AI outputs, indirect loss or consequential loss.

18.4 The Client acknowledges that the Fees have been calculated on the basis of the limitations of liability in this Agreement.

19. Term and termination

19.1 This Agreement shall continue until terminated in accordance with its terms.

19.2 Either party may terminate an ongoing engagement on 30 days’ written notice.

19.3 Either party may terminate immediately if the other party commits a material breach and fails to remedy that breach within 14 days of written notice requiring it to do so.

19.4 FluentAI may terminate or suspend Services immediately where continued performance would breach law, Third-Party Platform terms, data protection obligations or acceptable use requirements.

20. Consequences of termination

20.1 On termination, all outstanding Fees become immediately payable.

20.2 The Client shall cease use of unpaid Deliverables.

20.3 Each party shall return or destroy confidential information on request, subject to legal, regulatory, insurance and reasonable backup retention requirements.

20.4 Clauses intended to survive termination shall continue, including confidentiality, data protection, intellectual property, limitation of liability, payment obligations, non-solicitation and governing law.

21. Non-solicitation

21.1 The Client shall not, without FluentAI’s prior written consent, directly employ, engage or solicit any employee, contractor or consultant of FluentAI who was involved in the Services during the term of the Agreement or for 12 months thereafter.

21.2 If the Client breaches this clause, the Client shall pay FluentAI a sum equal to 30% of the individual’s gross annual remuneration or expected annual fees, representing a genuine pre-estimate of recruitment and replacement costs.

22. Publicity and case studies

22.1 Unless otherwise agreed in writing, FluentAI may identify the Client as a customer and may use the Client’s name and logo in proposals, presentations, websites and marketing materials.

22.2 FluentAI shall obtain the Client’s written approval before publishing a detailed public case study containing confidential information or specific performance data.

22.3 The Client may request removal of its name or logo from future marketing materials by written notice.

23. Force majeure

23.1 Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including internet outages, utility failures, cyber-attacks, industrial disputes, natural disasters, acts of government, war, civil unrest, pandemics or failure of third-party services.

24. General provisions

24.1 This Agreement constitutes the entire agreement between the parties relating to its subject matter.

24.2 No waiver shall be effective unless given in writing.

24.3 If any provision is invalid or unenforceable, the remaining provisions shall remain in force.

24.4 Neither party may assign this Agreement without the other party’s written consent, except that FluentAI may assign it as part of a corporate reorganisation, sale of business or transfer of assets.

24.5 Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency relationship between the parties.

24.6 A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999.

25. Governing law and jurisdiction

25.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

25.2 The courts of England and Wales shall have exclusive jurisdiction.