This Master Services Agreement (MSA) sets out the general terms and conditions that apply to all Services provided by Bellamy Alden AI Consulting LLC—a company registered in Dubai, UAE, with license number 980855 ("the Provider")—to its clients (”the Client”), where "the Parties" refers to both the Provider and the Client collectively.
By signing a Project Agreement, the Client acknowledges that they have read, understood and agree to be bound by the terms and conditions outlined in this MSA. Electronic signatures made through an electronic signature platform designated by the Provider are valid and binding for all purposes.
1. Definitions
In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:
"Agreement": This Master Services Agreement, including all Project Agreements and any changes made to it.
"Affiliate": A company that controls, is controlled by or is under the same control as another company.
"Applicable Laws": All laws, statutes, regulations and codes that apply to the Provider and the Client and their work together.
"Business Day": Any weekday (Monday to Friday) in the UAE (excluding Saturdays, Sundays and public holidays) when banks in Dubai are open.
"Business Hours": 9:00 am to 5:00 pm (GMT+4), Monday to Friday, excluding public holidays.
"Completion Date": The date on which the provision of a Service is completed, as determined by the completion criteria specified in the relevant Project Agreement.
“Confidential Information": Any sensitive information that the Provider and the Client share with each other that is not publicly available.
"Client Materials": Any documents, information or materials the Client provides to the Provider for their work together.
"Data Protection Legislation": The UAE law that protects personal data (Federal Decree-Law No. 45/2021).
”IP”: Intellectual property
"Project": A specific scope of work that the Provider agrees on with the Client, as outlined in its Project Agreement.
"Project Agreement": A document that outlines the scope, timelines, milestones and payment terms for a Project.
"Risk": An unusual or unforeseen event or circumstance that could impact the Services, excluding those inherent to them or commonly associated with them.
"Service": The specific work the Provider will do for the Client, as described in the Project Agreement.
“Service Commencement Date”: The date a specific Service is scheduled to begin, as specified in the Project Agreement.
"Service Completion Criteria": The specific condition or milestone that marks the completion of a Service, as specified in the Project Agreement.
"VAT": Value-added tax chargeable under UAE law.
"VAT Legislation": The UAE law that governs value-added tax (Federal Decree-Law No. (8) of 2017).
“UAE”: United Arab Emirates
2. Project Agreements
2.1. Whenever the Client requests the Provider to provide a Service, the Provider will create a Project Agreement that outlines the scope of work, including its Services, timelines and responsibilities.
2.2. Before starting a new Project, the Provider will provide the Client with a draft Project Agreement for the Client to approve.
2.3. The Client should promptly review the draft Project Agreement and either approve it, reject it or give the Provider feedback so that the Provider can improve it.
2.4. Upon signing, the Project Agreement becomes binding and forms the entire agreement between the Parties regarding the Project, replacing all previous agreements or discussions about the Project, whether written or verbal.
2.5. In case of any conflict or inconsistency between this MSA and a Project Agreement, the terms of the Project Agreement shall prevail, but only for the specific Services described within it.
2.6. The Provider will be responsible for providing the Services outlined in the Project Agreement as agreed.
2.7. The Client will be responsible for supporting the Provider with everything reasonably required for the Provider to provide the Services, such as the Client's cooperation, information and access to relevant personnel.
2.8. If something about a Project needs to change after agreeing upon it, the Parties will follow this change management process:
2.8.1. The Party requesting a change must submit a written request to the other party ("Change Request"). This request must include a detailed description of the proposed change, the reason for the change, the impact on the scope of the Project, timelines, costs and fees and a revised project schedule and/or budget, if applicable.
2.8.2. The receiving party will review the Change Request and respond in writing within five Business Days, indicating approval, rejection (including the reasons for rejection) or a request for additional information or clarification.
2.8.3. If the Change Request is approved, the Parties will work together to update the Project, document the changes in a revised Project Agreement and issue a revised invoice (if necessary) to supersede the original Project Agreement and invoice.
2.9. If the Client has any material issues or concerns with a Service the Provider has delivered, the Client should notify the Provider in writing within five Business Days of the date the Service is deemed complete according to its Completion Criteria. If no such notice is given, the Service will be deemed accepted.
3. Payment Terms
3.1. The Provider will tailor each project's total fee, payment schedule and cancellation policy according to its requirements, preparations and resource allocation, as specified in its Project Agreement.
3.2. The Provider will issue invoices specifying the amount due, the payment currency and payment instructions per the payment schedule specified in the relevant Project Agreement.
3.3. If the Client's business is registered in the UAE, invoices will include UAE VAT. The Provider will manage its VAT responsibilities according to UAE laws and the Client will manage its VAT obligations according to the laws of its country or region.
3.4. If the Client disputes any part of the invoice, the Client must notify the Provider within five Business Days of receipt, providing the reason for the dispute so the Provider can address it. The Client must still pay the undisputed amount.
3.5. If the Client fails to make any payment by its due date, the Provider will charge interest on the overdue amount at a rate of 4% per annum above the central bank's base rate from the due date until the payment date calculated daily using a simple interest formula. If the Client's non-payment continues, the Provider reserves the right to suspend or cancel the Project and keep any fees paid to date as a cancellation fee.
3.6. The Client must pay all amounts due under this Agreement in full, without deducting or withholding any amount in whole or in part by asserting a credit, set-off or counterclaim against the Provider, except as required by law.
3.7. If the Provider offers the Client an early payment discount in a Project Agreement and the Provider does not receive the payment before its due date, the early payment discount will no longer apply.
3.8. The total Project Fee includes a booking fee payable upon accepting the Project Agreement. This fee is non-refundable.
3.9. The Client may reschedule a Service no more than once provided that:
(a) the Client gives the Provider written notice at least seven days before the Service Commencement Date;
(b) the rescheduled date is within 30 calendar days of the original date; and
(c) the project timeline can be revised without compromising other Services.
Any rescheduling is subject to the Provider's availability and agreement and the Provider reserves the right to charge additional fees at its discretion if rescheduling results in additional costs or a significant revenue impact.
3.10. If the Client cancels a Project, the Client will be liable for a cancellation fee as set out in the Project Agreement.
4. Confidentiality
4.1. The Parties agree to use each other's Confidential Information only to fulfil their obligations under this Agreement.
4.2. Each party retains all rights, title and interest to its own Confidential Information.
4.3. The Parties must keep each other's Confidential Information confidential and protect it with the same care and security measures that they use to protect their own confidential information, which must be at least a reasonable level of care.
4.4. However, a party may disclose Confidential Information if it is required by law, as long as it notifies the other party immediately and cooperates with them to challenge the requirement.
4.5. Upon request or termination of this Agreement, the Parties must return or destroy the other party's Confidential Information and confirm in writing that they have done so.
4.6. The Parties acknowledge that a material breach of these confidentiality obligations may cause significant harm and that the non-breaching party may be entitled to seek appropriate relief.
4.7. The Parties' confidentiality obligations will continue for five years after this Agreement ends.
5. Intellectual Property Rights
5.1. The Client acknowledges that the Provider's IP is a valuable part of its business and includes, but is not limited to, written materials, presentations, training sessions, frameworks, methodologies and other proprietary information that the Provider provides or presents to the Client in connection with the Services.
5.2. The Provider owns and keeps all rights, titles and interests in its IP, including patents, trademarks, copyrights and related rights, whether registered or not. The Provider will take all necessary steps to protect its rights.
5.3. The Provider gives the Client a limited, non-exclusive and non-transferable licence to use the Provider's IP only for the specific Project and as outlined in the relevant Project Agreement.
5.4. The Client cannot reuse, modify or include the Provider's IP in its own materials, processes or systems or use it to create new work, outside the Project scope, unless the Client gets the Provider's prior written consent.
5.5. The Client must keep the Provider's IP confidential and respect the Provider's ownership rights. This includes informing the Client's employees, contractors and third-party vendors with access to the Provider's IP that it is confidential and proprietary.
5.6. The Client must notify the Provider promptly and cooperate with the Provider in enforcing its IP rights if the Client learns of any unauthorised use or misuse of the Provider's IP.
5.7. The Client will indemnify the Provider against any and all losses, damages, costs and expenses suffered or incurred by the Provider as a result of the Client's misuse of the Provider's IP, including any unauthorised use, disclosure or modification of the Provider's IP. The Client will also reimburse the Provider for all costs and expenses incurred in enforcing its IP rights.
5.8. The Client acknowledges that any breach of the Provider's IP rights may cause significant harm to the Provider and the Provider may seek injunctive relief, damages, specific performance or other equitable relief as may be available under applicable law.
5.9. The Client allows the Provider to use the Client's materials only for the specific purpose of the Project.
5.10. If the Provider needs to use third-party IP to provide the Services, it will obtain the necessary licenses and permissions. The Provider will also protect the Client against any losses or damages from claims that its use of such third-party IP violates the rights of others.
5.11. These rights and obligations will survive indefinitely even after this Agreement ends.
6. Limitation of Liability
6.1. Except as set out in this Section, the liability of the Parties to each other for any claims related to this Agreement is limited to the greater of the total payments the Client has made to the Provider in the 12 months preceding the claim or USD 10,000.
6.2. Neither Party is liable to the other for indirect, incidental, special, consequential or punitive damages, including loss of revenue, profits or data, except in the case of IP infringement or misuse, in which case the liable party shall be responsible for all damages, losses and expenses arising from such infringement or misuse.
6.3. The Parties agree that these limitations on liability are fair and reasonable.
6.4. These limitations of liability will not apply to any damages or losses directly caused by a party's intentional, illegal or reckless misconduct.
7. Indemnity
7.1. The Parties agree to protect each other if a third party makes a claim against one of them because of their work together. This means that if a third party makes a claim against one of the Parties, the other Party will cover the costs, defend and protect the Party facing the claim, including costs related to its officers, directors, employees, agents, successors and assignees.
7.2. If someone makes a claim against one of the Parties, they must inform each other immediately. The Party covering the costs will have the right to manage the defence and any settlement. However, the Party facing the claim can still choose to participate in the defence but must cover their own costs. The Party covering the costs cannot agree to settle the claim in a way that admits fault or imposes obligations on the Party facing the claim without first getting written consent.
7.3. The maximum responsibility of the Parties to each other for all claims is limited to the total fees paid over the 12 months before the incident that caused the claim.
8. Force Majeure
8.1. Events beyond human control may sometimes prevent either Party from fulfilling obligations under this Agreement. For example, natural disasters, wars, terrorist actions, government decisions, epidemics, strikes, etc. If such an event happens, neither of the Parties will be responsible for delaying or failing to meet their obligations, except for payment obligations.
8.2. If one of these events happens, the affected Party must inform the other Party within five Business Days. The Parties will do their best to reduce the event’s impact and return to normal as soon as possible.
8.3. If the event lasts more than 30 days, either Party can end this Agreement by giving written notice to the other without any further responsibility or obligations.
9. Warranties and Representations
9.1. The Parties warrant and represent that they have the full power and authority to enter into this Agreement, perform their obligations under it and comply with all applicable laws and regulations in performing their obligations under it.
9.2. The Client warrants and represents that all information it provides to the Provider in connection with the Services is accurate, complete and up-to-date.
9.3. The Provider warrants and represents that it will use reasonable care and skill in delivering a Service but does not guarantee any specific outcome or result.
9.4. If a warranty period applicable to a Service is not detailed in the relevant Project Agreement, it will be 30 days from its completion date.
9.5. If the Client identifies any defect in the Services during the warranty period that results from the Provider's fault or negligence, the Client shall notify the Provider in writing. The Provider shall promptly correct any such defect at no additional charge to the Client.
10. Termination
10.1. Either Party can terminate this Agreement by giving written notice to the other Party if the other Party commits a serious breach of this Agreement that can't be fixed or, if it can be fixed, fails to fix it within 30 days of being told to do so in writing.
10.2. If the Client terminates this Agreement, the Client will pay the Provider for all Services performed before termination and any reasonable costs or expenses the Provider incurs as a direct result of termination, subject to the Provider's efforts to minimise such costs and expenses.
10.3. When this Agreement ends, the Parties will work together to:
(a) complete any outstanding Services as agreed in the applicable Project Agreement, unless the termination notice says otherwise; and
(b) minimise costs and expenses related to terminating scheduled work.
10.4. Termination of this Agreement will not affect the continuing validity of any provisions that by their nature are intended to survive termination, including but not limited to the Parties' confidentiality and intellectual property rights obligations.
11. Dispute Resolution
11.1. This Agreement shall be governed by and construed under UAE law.
11.2. If a dispute arises between the Parties, they will try to resolve it quickly and amicably. The Parties will negotiate in good faith for at least 30 days to find a solution.
11.3. If negotiations do not succeed, the Parties may agree to mediation. They will choose a neutral mediator together and follow an agreed-upon process.
11.4. If mediation does not succeed, the Parties will go to arbitration governed by the Dubai International Arbitration Centre (DIAC) rules and UAE law. The Parties will try to agree on a single arbitrator, but if they cannot, DIAC will appoint one. The arbitration will be in English and the arbitrator's decision will be final and binding.
11.5. By agreeing to arbitration, the Parties are giving up the right to go to court over disputes related to this Agreement.
11.6. Notwithstanding the dispute resolution process outlined in this Section, either Party may initiate court proceedings in a court of competent jurisdiction at any time to the extent necessary to protect its IP rights.
12. Severability
12.1. If any part of this Agreement is found invalid, unlawful or unenforceable, that part will be removed.
12.2. The rest of the Agreement will remain in effect as if the removed part never existed.
12.3. The Parties will try to interpret the removed part in a way that still makes sense or they will work together to replace it with a new provision that achieves the same goal.
13. Third-Party Rights
13.1. This Agreement is only intended to benefit the Parties and their successors, not any other person or entity.
13.2. No one else, including Affiliates, can enforce the terms of this Agreement against either of the Parties.
13.3. The Parties cannot transfer their rights or benefits under this Agreement to anyone else without the other Party's written consent.
14. Communication and Notices
14.1. The Parties will communicate electronically, using email as the primary method of communication.
14.2. To ensure the Parties can effectively reach each other, they will keep their email addresses up to date and notify each other if their addresses change.
14.3. Any formal notices or communications required under this Agreement must be emailed to the addresses the Parties have provided each other.
14.4. If the sender doesn't receive a response or acknowledgement from the recipient within two Business Days, they must follow up with a phone call or another form of communication to confirm receipt of the notice.
14.5. Unless the sender receives a delivery error message, the Parties can assume that an email has been received on the day it is sent.
15. Marketing and References
15.1. The Client grants the Provider permission to:
(a) include the Client's name and logo in the Provider's client lists, marketing materials, presentations and website;
(b) describe in general terms the Services provided to the Client; and (c) reference the Client relationship when pursuing business development opportunities.
15.2. The Provider must ensure any such usage is professional and factual, consistent with the Client's brand guidelines and not harmful to the Client's reputation.
15.3. The Provider must obtain the Client's prior written approval for any detailed promotional materials about the Client or Projects, including but not limited to case studies, press releases or specific Project references.
15.4. The Client must not unreasonably withhold or delay approval for the items listed in Section 15.3.
16. Waiver
16.1. If either Party wants to give up a right under this Agreement, they must put it in writing.
16.2. Waiving one term or condition doesn't imply waiving another; all other obligations remain.
16.3. If either Party does not enforce a term or condition, it doesn't mean they're giving up the right to enforce it later.
17. Amendments
17.1. Any changes to this Agreement must be agreed in writing by both Parties.
17.2. Any changes will only take effect after the Parties have both signed them and will only apply to Services provided after that date.