Master Services Agreement
The framework agreement Nova Agency signs alongside every monthly retainer and one-time AI build. Covers scope, IP, deployment approval, hallucination indemnity, and warranty.
Sections
Parties. This Master Services Agreement ("Agreement") is entered into by Nova Agency ("Nova") and the party signing an associated Statement of Work or Retainer Agreement ("Client").
Scope of services
Nova provides professional B2B marketing services via monthly service retainers, alongside separate, one-time project builds for custom AI products — including custom chatbots, Retrieval-Augmented Generation (RAG) assistants, and voice agents. Each project's specific technical architecture, delivery milestones, and costs will be defined in a dedicated Statement of Work ("SOW").
Infrastructure & tool selection
Client acknowledges that Nova engineers custom AI solutions using a flexible choice of technical stacks based on Client operational requirements. These may include Cloudflare Workers AI (utilising Llama 3.1 8B), third-party commercial developer APIs (OpenAI / Anthropic), or completely on-premises Client-hosted hardware ecosystems.
Intellectual property
Client ownership
Upon full payment of all outstanding invoices, the Client shall own all rights, title, and interest in the custom prompt logic, fine-tuning scripts, specific workflow parameters, and source code custom-developed for the Client's deliverable under the SOW.
Data ownership
Client retains absolute ownership over all historical datasets, corporate knowledge bases, and customer data uploaded or funnelled into the deliverable. Nova claims no rights or licences to Client data.
Deployment approval & testing protocols
Client validation
Nova will build, test, and present the AI deliverable within a staging environment. The Client has sole and absolute responsibility for reviewing, validating, and approving the AI system's output behaviours, compliance parameters, and prompt responses before authorising a live public deployment.
The approval rule
Client's formal sign-off or active deployment of the AI system to a production or public environment constitutes definitive acceptance of the build state.
AI hallucination & performance disclaimers
Indemnification for hallucinations
Client expressly acknowledges that Large Language Models (LLMs) and generative AI architectures are probabilistic technologies that can occasionally produce erroneous, biased, unaligned, or factually inaccurate results (commonly referred to as "hallucinations").
Waiver of liability
Nova builds within industry best practices for prompt engineering and RAG architecture. However, Nova shall not be held financially or legally liable for any damages, regulatory fines, branding penalties, or business losses arising from AI hallucinations, erratic model outputs, unexpected API failures, or autonomous logic errors generated by the system within or outside the intended scope of work.
Limited 14-day build warranty
Warranty period
Nova warrants that the structural code and platform integration of the custom AI deliverable will perform substantially in accordance with the specifications outlined in the SOW for a period of fourteen (14) days following the initial delivery date.
Remedy scope
If an infrastructure integration break, software bug, or execution error is reported in writing to Nova within this 14-day window, Nova will remediate the issue at no additional cost to the Client.
Exclusions
This warranty strictly excludes errors caused by: subsequent modifications made by the Client; foundational updates or deprecations to third-party APIs (e.g. OpenAI or Anthropic platform shifts); or model behavioural shifts initiated by upstream providers. Following the expiration of the 14-day warranty period, any further adjustments, maintenance, or engineering interventions shall require a separate service retainer or paid support contract.
Governing law & dispute resolution
This Agreement shall be construed, interpreted, and governed exclusively by the laws of the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Any dispute, difference, or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by the exclusive jurisdiction of the DIFC Courts.
Questions about this agreement
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