Standard MSA structure
Whether you bring your MSA or use ours, the substantive sections below appear in both. Pricing in USD, US-style commercial framework.
Scope of work
Each engagement is defined by a Statement of Work (SoW) referencing the MSA. The SoW names: deliverables, milestones, acceptance criteria, fees in USD, payment schedule, timeline, integration footprint, and exit conditions.
Pricing & payment
Fixed-price per phase (Discovery / Build / Run). USD invoicing. Net-30 payment terms. Discovery 100% upfront on signature; Build 50%/50% (kickoff/acceptance); Run monthly in advance.
Intellectual property
All deliverables — code, prompts, configurations, documentation — transfer to client on acceptance. We retain a non-exclusive license to use generalised patterns (not your data or your domain logic) for our own delivery refinement.
Confidentiality
Mutual NDA standard. Confidentiality survives 5 years post-engagement. Client identities can be referenced as case studies only after written approval; default is anonymised.
Data protection
DPA executed alongside MSA. SCCs included for EU–US data flows. We process data only as instructed by client. No model training on client data.
Warranties
Deliverables meet the acceptance criteria in the SoW for 60 days post-acceptance. Defects re-worked at no charge during that window.
Liability
Liability capped at fees paid in the 12 months preceding the claim. Carve-outs for gross negligence, willful misconduct, IP indemnification, and confidentiality breaches.
Termination
Either party may terminate for material breach with 30 days written notice and cure period. Discovery and Build phases run to completion of in-flight milestones. Run is month-to-month and can be terminated with 30 days notice.
Insurance
$2M professional indemnity + $1M cyber liability via Lloyd's-backed carrier. Certificates available pre-signature.
Governing law
Default: laws of France. Delaware US law available on request for US-customer engagements. Disputes resolved through binding arbitration (ICC for FR, AAA for US) before litigation.
SOW template structure
Each engagement is governed by an SOW that references the MSA. The SOW is the commercial document — it answers what you're buying, what you're paying, and what you're getting.
- Engagement scope. Workflow, integrations, KPI to move, exit criteria.
- Deliverables. Named artefacts per phase: workflow map, labelled test set, prompt repository, integration code, reviewer UI, dashboard.
- Milestones & acceptance criteria. Each milestone has measurable acceptance criteria — not vague signoff language.
- Pricing & payment. Fixed price in USD, payment schedule, invoice terms.
- Timeline. Calendar weeks per phase, named decision dates, dependency assumptions.
- Integration footprint. Named systems, data sources, expected access, security envelope.
- Operating cadence. Weekly review shape during Run, escalation paths, named owners on both sides.
- Exit conditions. What transfers to client, how, when, in what format.