Master Services Agreement

This Master Services Agreement ("MSA") is entered into between Northcast ("Provider," "we," "us") and the individual or entity engaging Northcast for professional services ("Client," "you"). This MSA governs all professional services engagements including but not limited to: website design and development, AI consulting, digital marketing services, AI receptionist (Inbox) deployment, voice agent configuration, and ongoing managed services.

Each engagement is defined by a Statement of Work ("SOW") or service order that references this MSA. In the event of conflict between a SOW and this MSA, the SOW governs for that engagement only.

2.1 Scope of Work

Services are defined exclusively by the applicable SOW or service order. Any work requested beyond the agreed scope constitutes a change order and may result in additional fees. We are not obligated to perform out-of-scope work without a written amendment.

2.2 Client Responsibilities

Client shall: (a) provide timely access to all content, credentials, brand assets, and information reasonably required to perform the services; (b) designate a single point of contact with authority to approve deliverables; (c) respond to approval requests within five (5) business days, after which deliverables are deemed approved; (d) ensure all content provided to Northcast does not infringe third-party intellectual property rights.

2.3 Revision Rounds

Unless otherwise specified in the SOW, each deliverable includes two (2) rounds of revisions. Additional revision rounds are billed at our then-current hourly rate. A "revision" means a modification to existing approved work, not new work or scope expansion.

3.1 Project Fees

Fees are specified in each SOW. Unless otherwise stated, project fees are due as follows: fifty percent (50%) upon SOW execution, fifty percent (50%) upon delivery. We reserve the right to pause work if payment is more than fifteen (15) days overdue.

3.2 Recurring Fees

Hosting, managed services, and subscription fees are billed monthly in advance and auto-renew unless canceled with thirty (30) days written notice. Recurring fees may be adjusted with sixty (60) days advance notice.

3.3 Taxes

All fees are exclusive of applicable taxes. Canadian clients will be charged HST/GST as required by law. Client is responsible for all taxes, duties, and levies imposed by applicable authorities.

3.4 Late Payment

Amounts not paid within fifteen (15) days of the due date accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less. Client is responsible for all collection costs, including reasonable legal fees.

4.1 Client Content

Client retains all rights to content, trademarks, brand assets, and data provided to Northcast. Client grants us a limited, non-exclusive license to use such materials solely to perform the services.

4.2 Deliverables

Upon full payment, Client receives a non-exclusive, perpetual license to use the deliverables for their business purposes. This license is non-transferable except in connection with a sale of Client's business.

4.3 Northcast IP

Northcast retains all rights to: (a) proprietary code, frameworks, libraries, templates, and tools used to create deliverables ("Northcast Tools"); (b) general knowledge, techniques, and methodologies developed during the engagement; (c) the Northcast platform, scoring algorithms, and AI models. Client receives a license to use Northcast Tools only as embedded in their deliverables.

4.4 Portfolio Rights

Unless Client objects in writing within thirty (30) days of project completion, Northcast may display the deliverables in its portfolio, case studies, and marketing materials.

CRITICAL — READ CAREFULLY:

Certain services utilize artificial intelligence, including but not limited to: audit reports, AI receptionist (Inbox), voice agents, content generation, and automated customer communications. Client acknowledges and agrees that:

• AI outputs may contain errors. AI-generated content, responses, and recommendations are produced by automated systems and may be inaccurate, incomplete, or inappropriate. Northcast does not guarantee the accuracy of any AI-generated output.
• Client is responsible for AI accuracy. Client shall review and approve all AI-generated content, configure correct business information (hours, pricing, services, policies), and monitor AI interactions with their customers. Failure to maintain accurate AI configuration is solely Client's responsibility.
• AI does not constitute professional advice. AI-generated audit scores, recommendations, content strategies, and business insights are for informational purposes only and do not constitute legal, financial, medical, or professional advice.
• No guaranteed outcomes. Northcast does not guarantee any specific business results, revenue increases, lead volumes, search engine rankings, or customer acquisition metrics. Past performance and example metrics are illustrative only.
• AI model changes. The underlying AI models and providers may change without notice. We will maintain substantially similar functionality but cannot guarantee identical outputs over time.

If Client subscribes to Northcast Inbox (AI receptionist service), the following additional terms apply:

• Message handling: Inbox processes incoming customer messages across configured channels (WhatsApp, Instagram, Facebook, SMS, web chat). AI-generated responses are sent automatically unless Client configures manual review.
• Client's customer data: Northcast processes messages between Client and Client's customers as a data processor on Client's behalf. Client is the data controller and is responsible for informing their customers that automated AI systems may respond to their messages.
• Accuracy obligation: Client must maintain accurate business information in the Inbox knowledge base, including hours, pricing, services offered, and policies. Northcast is not liable for AI responses based on outdated or incorrect Client-provided information.
• Escalation: Client is responsible for monitoring escalated conversations and responding to human-required inquiries in a timely manner.
• Message retention: Conversations are retained for the duration of the subscription plus ninety (90) days. Upon termination, Client may export their data before deletion.

If Client uses Northcast voice agents or outbound calling services:

• Consent responsibility: Client warrants that they have obtained all necessary consents required under Canada's Anti-Spam Legislation (CASL), the Canadian Radio-television and Telecommunications Commission (CRTC) telemarketing rules, and any other applicable laws before Northcast initiates any automated or AI-assisted calls on Client's behalf.
• AI disclosure: Voice agents will identify themselves as AI-assisted at the beginning of each call. Client shall not request or configure voice agents to misrepresent themselves as human.
• Do-not-call compliance: Client is responsible for maintaining and checking their contact lists against the National Do Not Call List (DNCL) and honoring opt-out requests. Northcast is not responsible for calls made to numbers on the DNCL that Client failed to screen.
• Call recording: Calls may be recorded for quality and training purposes. Client is responsible for any notice or consent requirements regarding call recording under applicable provincial laws.
• Indemnification: Client shall indemnify Northcast against any claims, fines, or penalties arising from calls made at Client's direction that violate CASL, CRTC rules, DNCL requirements, or any other applicable telecommunications or privacy law.

8.1 Hosting Services

Websites are hosted on third-party infrastructure (currently Vercel and/or similar platforms). Northcast does not own or operate data centers. Uptime is subject to the hosting provider's service level and is not independently guaranteed by Northcast.

8.2 Maintenance

Hosting plans include: security patches, platform updates, SSL certificate renewal, and basic uptime monitoring. Hosting does NOT include: new feature development, content updates (unless included in the plan), redesigns, or third-party integration changes.

8.3 Site Takedown on Non-Payment

If hosting fees are more than thirty (30) days overdue, Northcast may suspend or take down the hosted website after providing ten (10) days written notice. Client's data and code will be retained for ninety (90) days following suspension, during which Client may pay outstanding fees to restore service or request a data export.

8.4 Domain Names

Client owns their domain name(s). Northcast may assist with DNS configuration but does not register or hold domains on Client's behalf. Client is responsible for domain renewal.

Each party agrees to keep confidential all non-public information disclosed by the other party during the engagement ("Confidential Information"), including business plans, customer data, credentials, pricing, and technical architecture. Confidential Information shall not be disclosed to third parties without prior written consent, except as required by law or to subcontractors bound by equivalent confidentiality obligations.

Confidentiality obligations survive termination of this MSA for three (3) years.

10.1 Limited Warranty

Northcast warrants that services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For website projects, Northcast provides a thirty (30) day warranty period after delivery during which we will fix defects (bugs that prevent functionality as specified in the SOW) at no additional charge.

10.2 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 10.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NORTHCAST DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY SPECIFIC BUSINESS RESULTS WILL BE ACHIEVED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Cap: Northcast's total aggregate liability for all claims arising out of or relating to this MSA and all SOWs shall not exceed the total fees actually paid by Client to Northcast in the twelve (12) months preceding the event giving rise to the claim.
• Exclusion of consequential damages: IN NO EVENT SHALL NORTHCAST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF CUSTOMERS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• Third-party services: Northcast is not liable for failures, outages, data loss, or service degradation caused by third-party providers including but not limited to: hosting platforms (Vercel), payment processors (Stripe), AI model providers (OpenAI, Google, Anthropic), communication platforms (Meta, Twilio), CRM systems (Jobber, HubSpot), or any other third-party service integrated into Client's solution.
• Force majeure: Neither party shall be liable for delays or failures caused by events beyond reasonable control, including natural disasters, pandemics, government actions, internet or infrastructure outages, AI provider service changes or discontinuation, cyberattacks, or labor disputes.

Some jurisdictions do not allow exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the maximum extent permitted by law.

12.1 Client Indemnification

Client shall indemnify, defend, and hold Northcast harmless from any third-party claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) Client's content or data; (b) Client's use of deliverables in a manner not authorized by this MSA; (c) Client's violation of applicable laws, including CASL, PIPEDA, and CRTC regulations; (d) claims by Client's customers related to AI-generated communications sent on Client's behalf.

12.2 Northcast Indemnification

Northcast shall indemnify Client against third-party claims that the Northcast Tools (excluding Client content and third-party components) infringe a valid Canadian intellectual property right, provided Client promptly notifies Northcast and grants reasonable cooperation and control of the defense.

13.1 Term

This MSA remains in effect until terminated. Individual SOWs have their own timelines.

13.2 Termination for Convenience

Either party may terminate this MSA or any SOW with thirty (30) days written notice. Client shall pay for all work completed through the termination date plus any non-cancellable third-party costs incurred on Client's behalf.

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches this MSA and fails to cure within fifteen (15) days of written notice; (b) becomes insolvent or files for bankruptcy.

13.4 Effect of Termination

Upon termination: (a) Client shall pay all outstanding fees; (b) each party shall return or destroy the other's Confidential Information; (c) Client retains the license to use paid-for deliverables per Section 4.2; (d) Northcast will provide reasonable transition assistance for thirty (30) days following termination, including code handoff and DNS migration guidance. Sections 4, 5, 9, 10.2, 11, 12, and 14 survive termination.

This MSA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties agree to first attempt to resolve disputes through good-faith negotiation for thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration in Toronto, Ontario under the rules of the ADR Institute of Canada. Either party may seek injunctive relief in any court of competent jurisdiction.

• Entire agreement: This MSA, together with all SOWs and service orders, constitutes the entire agreement and supersedes all prior agreements.
• Amendment: This MSA may only be modified in writing signed by both parties, except that we may update these terms with thirty (30) days notice for new engagements.
• Assignment: Neither party may assign this MSA without the other's consent, except in connection with a merger or sale of substantially all assets.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision is not a waiver of future enforcement.
• Notices: All notices shall be sent to the email addresses on file. Notice is effective upon confirmed delivery.
• Independent contractor: Northcast is an independent contractor, not an employee, partner, or agent of Client.

Northcast
Email: [email protected]
Canada