Legal · Master Service Agreement

Master Service Agreement

The agreement behind every managed engagement, retainer, and enterprise deployment. It is accepted by signing an Order Form that refers to it, and it sits on top of our Terms of Service and Data Processing Agreement.

Effective
2026-09-03
Last updated
2026-09-03
Questions
legal@engineeredagents.ai

1. Structure of the agreement

This Master Service Agreement ("MSA") is between Engineered Agents AI, a Delaware company headquartered in Columbus, Ohio ("EA"), and the customer named on an Order Form that references it ("Customer"). An Order Form is a signed document, or an online plan acceptance, that names the services, fees, term, and any special terms. A Statement of Work ("SOW") describes project work with deliverables and milestones. Order Forms and SOWs are governed by this MSA.

Order of precedence when documents conflict: the Order Form or SOW, then this MSA, then the Data Processing Agreement for matters of data protection, then the Terms of Service. The Terms of Service continue to apply to every use of the platform that this MSA does not address.

2. The services

EA provides the BOS Platform and the modules the Customer subscribes to; managed AI agents that EA configures, operates, and monitors for the Customer; and professional services under a SOW. EA will provide the services in a professional manner consistent with industry practice, using qualified people, and substantially as described in the Order Form and the product documentation.

Managed agents act within the accounts and permissions the Customer connects, and within the approval settings the Customer chooses. EA decides how an agent performs a task; the Customer decides what the agent is allowed to do and which actions require its approval.

3. Customer responsibilities

  • Provide accurate business information, and keep the company profile the agents work from current.
  • Connect only accounts the Customer is authorized to connect, and keep the permissions it grants in line with the services it has enabled. The Customer can disconnect any account at any time.
  • Respond to approval requests and questions from EA or its agents within a reasonable time; delayed approvals delay outcomes.
  • Comply with the laws that apply to its business and to the communications the agents send on its behalf, including consumer protection, marketing, spam, and telemarketing law, and the terms of the platforms it connects.
  • Review agent output before relying on it for legal, financial, medical, safety, or contractual decisions.
  • Keep credentials confidential and tell EA promptly about any suspected unauthorized access.

4. Fees and payment

Fees are stated in the Order Form in US dollars. Recurring platform and managed-agent fees are billed monthly in advance unless the Order Form says otherwise. Professional services are billed as the SOW states. Invoices are due 15 days from the invoice date; card and ACH payments through Stripe are charged on the invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum the law allows, whichever is lower, and EA may suspend services on 10 days' written notice of non-payment.

Fees exclude taxes; the Customer pays applicable sales, use, and similar taxes other than taxes on EA's income. Price changes apply at renewal with at least 30 days' notice. Third-party costs the Customer asks EA to incur on its behalf (advertising spend, paid data sources, telephony) are passed through at cost and are not subject to service credits or refunds.

5. Term, renewal, and the 90-day release

The MSA starts on the date of the first Order Form and continues while any Order Form or SOW is in effect. Each Order Form has an initial term of 12 months unless it states otherwise and renews for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the current term.

90-day release. EA commits to a return on the Customer's investment within 90 days. During the first 90 days of an Order Form's initial term, either party may terminate that Order Form for convenience on 10 days' written notice. EA will refund fees prepaid for full months that have not started. Fees for months already delivered are earned.

6. Support

Support is available by email at support@engineeredagents.ai, inside the platform, and through the messaging channel set up for the engagement, Monday to Friday, 9:00 AM to 6:00 PM US Eastern, excluding US federal holidays. Target response times from receipt of a report:

  • Severity 1 (the platform or a managed agent is down or causing harm, no workaround): acknowledged within 1 business hour, worked continuously until resolved or a workaround is in place, updates at least every 4 hours.
  • Severity 2 (a major function is degraded, a workaround exists): acknowledged within 4 business hours, resolution plan within 1 business day.
  • Severity 3 (minor defect or configuration issue): acknowledged within 1 business day, addressed in the normal release cycle.
  • Severity 4 (questions and requests): answered within 2 business days.

EA assigns severity in good faith after consulting the Customer. Issues caused by third-party platforms the Customer connects are supported on a best-effort basis.

7. Availability commitment and service credits

EA commits that the BOS Platform at app.engineeredagents.ai will be available at least 99.5% of the minutes in each calendar month. Availability excludes scheduled maintenance (announced at least 48 hours in advance, outside US business hours where practical, and no more than 4 hours per month in total), emergency security maintenance, outages of third-party platforms and model providers, the Customer's own systems or network, and events beyond EA's reasonable control.

If EA misses the commitment in a month, the Customer may claim a credit against that month's platform and managed-agent fees within 30 days of the month's end: 5% of the fees for availability below 99.5%, 10% below 99.0%, and 25% below 95.0%. Credits are the Customer's sole remedy for missed availability, are applied to the next invoice, and are not paid in cash. If EA misses the commitment in three consecutive months, the Customer may terminate the affected Order Form on written notice with a refund of prepaid unused fees.

8. Data, security, and confidentiality

The Customer owns its data and the outputs generated for it, subject to the model providers' terms. EA processes personal data under the Data Processing Agreement and protects all Customer data with the measures described there. EA may use aggregated, de-identified usage data to operate and improve the services.

Each party will keep the other's confidential information confidential, use it only for the engagement, and protect it with at least reasonable care, for three years after the MSA ends, and for trade secrets for as long as they remain trade secrets. Confidential information excludes what is public through no fault of the recipient, already known to the recipient, independently developed, or lawfully received from a third party. A party may disclose confidential information when the law requires, after giving notice where permitted.

9. Intellectual property

EA owns the platform, the agents, the agent definitions and playbooks, the documentation, and all improvements to them, including improvements suggested by the Customer's feedback. The Customer receives a non-exclusive, non-transferable right to use them during the term. Deliverables created specifically for the Customer under a SOW (documents, configurations, content) belong to the Customer on payment, except for EA's pre-existing materials and general know-how embedded in them, which EA licenses to the Customer for use with the deliverables.

10. Warranties and disclaimers

EA warrants that the services will be performed in a professional manner and will materially conform to their description. The Customer's exclusive remedy for a breach of this warranty is re-performance of the non-conforming service or, if EA cannot re-perform within a reasonable time, a refund of the fees paid for it. The Customer warrants that it has the rights and authorizations needed for the data and accounts it provides.

AI output can be wrong. EA does not warrant the accuracy, completeness, or fitness of any content an agent produces, and the Customer is responsible for reviewing output before acting on it. Except as stated in this section, the services are provided without other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the extent the law allows.

11. Indemnities

By EA. EA will defend the Customer against third-party claims that the platform, used as permitted, infringes a US patent, copyright, or trademark, or misappropriates a trade secret, and will pay resulting damages and settlements. EA may procure the right to continue, modify the platform to avoid infringement, or terminate the affected service with a refund of prepaid unused fees. This does not cover claims arising from the Customer's data, connected accounts, modifications, or combinations with items EA did not supply.

By the Customer. The Customer will defend EA against third-party claims arising from the Customer's data, the accounts and authorizations it provides, communications sent on its behalf at its direction or under its approval settings, its products and services, or its breach of law or of this agreement, and will pay resulting damages and settlements.

The indemnified party must give prompt notice, allow the indemnifying party to control the defense and settlement (no settlement may admit fault on the indemnified party's behalf without consent), and cooperate reasonably.

12. Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, however caused. Each party's total liability under this agreement is limited to the fees paid or payable by the Customer to EA in the 12 months before the event giving rise to the claim. These limits do not apply to the indemnities in section 11, breaches of confidentiality, a party's gross negligence or willful misconduct, or the Customer's payment obligations.

13. Insurance

EA maintains commercially reasonable insurance for its business, including coverage for cyber and data liability, and will provide certificates of insurance on request. The Customer maintains insurance appropriate to its own business.

14. Termination

Either party may terminate an Order Form or the MSA for material breach if the breach is not cured within 30 days of written notice, and immediately if the other party becomes insolvent or ceases business. EA may suspend services for non-payment under section 4 and for security or legal risk under the Terms of Service.

On termination, the Customer pays for services delivered to the termination date, EA keeps the Customer's data available for export for 30 days, and then deletes it under the Data Processing Agreement. Sections that by their nature survive (payment, confidentiality, intellectual property, indemnities, limitation of liability, governing law) survive.

15. General

  • Governing law and venue. The laws of the State of Delaware, USA, without regard to conflict-of-laws rules; exclusive venue in the state and federal courts in Delaware. The UN Convention on Contracts for the International Sale of Goods does not apply.
  • Notices. In writing, by email to the addresses on the Order Form, with legal notices to EA copied to legal@engineeredagents.ai.
  • Assignment. Neither party may assign without consent, except to a successor in a merger or sale of substantially all its assets, on notice.
  • Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.
  • Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
  • Publicity. EA may name the Customer as a customer and use its logo in customer lists with consent, which the Customer may withdraw at any time.
  • Entire agreement. The Order Forms, SOWs, this MSA, the Data Processing Agreement, and the Terms of Service are the entire agreement and replace prior discussions. Amendments must be in writing and signed, except that EA may update this MSA for future Order Forms; an executed Order Form is governed by the MSA version in force on its signature date unless the parties agree otherwise.

16. Contact

Engineered Agents AI
Columbus, Ohio, United States
legal@engineeredagents.ai