Master Services Agreement

Parties

1. myAgentsAi LTD, a company incorporated in England and Wales with its registered office at 2 Twyford Avenue, London, W3 9QA (“Provider”, “we”, “us”); and

2. The entity or organization registering for the Service (“Customer”, “you”).

1. Definitions

• “Authorized Users” means the Customer’s employees, contractors, or agents (e.g., the staff being coached) whom the Customer authorizes to use the Service.
• “Service” means the myAgentsAi Talent Development System, including the HR Dashboard, AI Agents, Analytics, and associated software provided on a subscription basis.
• “Customer Data” means all data, content, and information (including personal data of Authorized Users) submitted by Customer or its Authorized Users to the Service.

2. Access and Usage Rights

2.1 License Grant

Subject to payment of applicable Fees, we grant you a non-exclusive, non-transferable right to access and use the Service for your internal business purposes (talent development and HR analytics).

2.2 Authorized Users

You are responsible for:

• (a) Managing access credentials for your HR administrators and Authorized Users;
• (b) Ensuring your Authorized Users comply with the End User Terms of Agreement; and
• (c) Any actions taken through your accounts.

3. Subscription, Credits, and Payment

3.1 Plans. The Service is available in tiers (e.g., Starter, Team, Business, Custom). Specific entitlements regarding AI Credits, Avatar Minutes, and Seat counts are defined in your selected plan.

3.2 Fees. You agree to pay the fees applicable to your subscription tier (“Fees”). Fees are billed in advance on a monthly or annual basis as selected at checkout.

3.3 Overage & Credits. Certain features (e.g., Avatar Minutes, AI Credits) may be subject to usage limits. Usage exceeding your plan’s allowance may incur overage charges or require an upgrade. Unused credits do not roll over unless explicitly stated.

3.4 Taxes. All fees are exclusive of VAT, which will be added at the prevailing rate where applicable.

4. Data Protection (Controller to Processor)

4.1 Roles. For the purposes of the UK GDPR and Data Protection Act 2018: Customer is the Data Controller (determining why data is processed). Provider is the Data Processor (processing data on Customer’s behalf).

4.2 Provider Obligations. We shall: (a) Process Customer Data only on your documented instructions (including these Terms); (b) Implement appropriate technical and organizational security measures; and (c) Assist you in fulfilling your obligation to respond to Data Subject Requests (e.g., employee deletion requests).

4.3 Sub-Processors. You consent to our use of third-party sub-processors (including Microsoft Azure and Google Cloud) to provide the AI and hosting infrastructure.

5. AI Disclaimer & Human Oversight

5.1 Nature of AI. You acknowledge that the Service uses probabilistic AI models (including GPT-4 and Gemini). Output may not always be accurate or unique.

5.2 Employment Decisions. The Service provides analytics and coaching insights, not binding employment decisions. You agree that:

• (a) No Automated Decision Making: You will not use the Service to make fully automated decisions that legally or significantly affect an employee (e.g., firing or promotion) without human review.
• (b) Liability Shield: We are not liable for any employment, management, or hiring decisions made by you based on AI analysis or coaching logs.

6. Intellectual Property

6.1 Provider IP. We retain all rights, title, and interest in the myAgentsAi platform, the AI Agents, the “Core Engine,” and our pre-existing models.

6.2 Customer Data. You retain all rights to your Customer Data. You grant us a limited license to process this data solely to provide the Service and to improve our models only where anonymized and aggregated.

7. Confidentiality

Both parties agree to keep the other’s proprietary non-public information confidential and not to disclose it to third parties except as necessary to perform these Terms or as required by law.

8. Warranties and Disclaimers

8.1 Service Warranty. We warrant that the Service will perform materially in accordance with its documentation.

8.2 Disclaimer. Except as expressly stated, the Service is provided “AS IS.” We do not guarantee that the AI coaching will result in specific performance improvements, retention rates, or behavioral changes for any specific employee.

9. Liability

9.1 Limitation. Our total liability arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the total amount paid by Customer in the 12 months preceding the incident.

9.2 Exclusions. In no event shall either party be liable for indirect, special, incidental, or consequential damages, including loss of profits or data.

10. Term and Termination

10.1 Term. This Agreement commences on the date of signup and continues until the subscription is terminated.

10.2 Termination for Convenience. You may cancel your subscription at any time. Access will continue until the end of the current billing cycle.

10.3 Termination for Cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 30 days of notice.

11. General Provisions

11.1 Governing Law. This Agreement is governed by the laws of England and Wales. The courts of London shall have exclusive jurisdiction.

11.2 Entire Agreement. These Terms constitute the entire agreement between the parties regarding the Service.

12. Contact Information

For notices and legal correspondence: