Master Services Agreement / Terms of Use
1. Agreement Overview
This Master Services Agreement ("Agreement") governs the provision of services by Avíspa Solutions, LLC ("Avíspa Solutions," "we," or "us") to the client ("Client" or "you").
This Agreement applies to all services, proposals, statements of work ("SOW"), or engagements unless otherwise agreed in writing.
By engaging Avíspa Solutions or using our services, Client agrees to be bound by this Agreement.
2. Services
Avíspa Solutions provides consulting, system design, automation development, AI-enabled workflows, integrations, and related operational services.
Specific services, deliverables, timelines, and pricing will be defined in one or more:
- Statements of Work (SOW)
- Proposals
- Written agreements
In the event of a conflict: SOW > This Agreement
3. Client Responsibilities
Client agrees to:
- Provide accurate and lawful data, access, and instructions
- Maintain all required rights, permissions, and legal basis for data shared
- Review and approve workflows, outputs, and configurations
- Maintain responsibility for business decisions made using outputs
- Ensure compliance with applicable laws, including privacy and marketing laws
Client acknowledges that Avíspa Solutions is not responsible for:
- Client's regulatory compliance
- Client's misuse of systems or outputs
- Data quality issues originating from client systems
4. Fees and Payment
Fees will be defined in the applicable SOW or proposal.
Unless otherwise stated:
- Payment is due upon invoice issuance
- Late payments may result in service suspension
- All fees are non-refundable once services have commenced
Avíspa Solutions reserves the right to:
- Require upfront payment or deposits
- Pause work for non-payment
- Adjust pricing for expanded scope upon notice and agreement
5. Scope Changes
Any work outside the agreed scope must be approved in writing.
Avíspa Solutions is not obligated to perform out-of-scope work without:
- Scope confirmation
- Pricing agreement
6. Intellectual Property
6.1 Avíspa Solutions IP
All methodologies, frameworks, automation structures, system designs, prompts, templates, and underlying logic remain the intellectual property of Avíspa Solutions.
6.2 Client Data
Client retains ownership of all Client Data.
6.3 License to Client
Upon full payment, Client is granted a non-exclusive, non-transferable license to use delivered systems and outputs for internal business purposes.
Client may not:
- Resell or sublicense systems without written permission
- Reverse engineer proprietary frameworks
7. AI and Automation Disclaimer
Client acknowledges:
- AI-generated outputs are probabilistic and may contain errors
- Automation systems depend on third-party platforms and data inputs
- Outputs require human review before use in business decisions
Avíspa Solutions is not responsible for:
- Errors in AI-generated content
- Decisions made based on automated outputs
- Platform changes affecting system behavior
8. Third-Party Services
Services may rely on third-party providers including CRM systems, cloud platforms, AI providers, communication tools, and payment processors.
Client acknowledges:
- Third-party platforms are outside Avíspa Solutions' control
- Service performance may depend on these providers
- Provider outages, API changes, or policy changes may impact workflows
Avíspa Solutions is not liable for third-party failures.
9. Data Processing and Privacy
Data handling is governed by the Data Processing Addendum (DPA) and Privacy Policy.
Key principles:
- Avíspa Solutions acts as a processor/service provider
- Client retains control and ownership of data
- Data is processed only as necessary for service delivery
10. Confidentiality
Each party agrees to:
- Protect confidential information of the other party
- Use such information only for purposes of the engagement
- Not disclose confidential information without consent
Confidential information excludes:
- Publicly available information
- Information independently developed
- Information required to be disclosed by law
11. Security
Avíspa Solutions implements commercially reasonable safeguards.
Client acknowledges:
- No system is completely secure
- Risk is mitigated through architecture and access control, not eliminated
12. Limitation of Liability
To the fullest extent permitted by law:
Avíspa Solutions shall not be liable for:
- Indirect, incidental, or consequential damages
- Loss of profits, revenue, or business opportunities
- Data loss resulting from third-party systems
Total liability shall not exceed the total fees paid by Client in the three (3) months preceding the claim.
13. Indemnification
Client agrees to indemnify and hold harmless Avíspa Solutions from claims arising from:
- Client's use of the services
- Client-provided data
- Violations of law by Client
- Misuse of outputs or systems
14. Service Availability and No Warranty
Services are provided "as is" and "as available."
Unless otherwise stated in a written agreement, Avíspa Solutions makes no warranties, express or implied, including:
- Fitness for a particular purpose
- Uninterrupted or error-free operation
- Guaranteed outcomes or results
15. Term and Termination
Either party may terminate:
- As defined in the SOW, or
- With reasonable written notice (default: 14 days)
Upon termination:
- Outstanding fees remain due
- Access to systems may be revoked
- Data handling follows DPA provisions
16. Non-Solicitation
During the engagement and for 12 months after, Client agrees not to solicit or hire Avíspa Solutions contractors or personnel without written consent.
17. Independent Contractor Relationship
Avíspa Solutions operates as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
18. Governing Law
This Agreement is governed by the laws of the State of Illinois, United States.
19. Dispute Resolution
Parties agree to attempt good-faith resolution before litigation. Mediation first; venue: Illinois.
20. Entire Agreement
This Agreement, together with any SOW and DPA, constitutes the entire agreement between the parties.
21. Updates
Avíspa Solutions may update these Terms. For ongoing clients, material changes will be communicated.