This Master Service Agreement ("MSA") governs all services provided by FlowShift AI to its clients. Individual projects are governed by this MSA together with a separate Statement of Work ("SOW") executed by both parties.
This Agreement is entered into between FlowShift AI ("Service Provider") and the client identified in the applicable Statement of Work ("Client"). Together referred to as the "Parties."
FlowShift AI will provide AI workflow automation services as described in each Statement of Work. Services may include AI agent development, automation design and implementation, tool integrations, testing, launch support, and ongoing maintenance. Each SOW will specify deliverables, timelines, and fees. This MSA takes precedence over any conflicting terms in an SOW unless the SOW explicitly states otherwise.
Each project or engagement will be governed by a written SOW signed by both parties. The SOW will include: project description and deliverables, timeline, payment schedule, and any specific terms applicable to that engagement. No work shall commence until both parties have executed the applicable SOW and the required deposit has been received.
Client agrees to:
Delays caused by the Client's failure to meet these obligations may result in revised timelines and additional fees.
Upon receipt of full payment for an engagement, the Client owns the final automation workflows, configurations, and scripts built specifically for their business under that SOW. FlowShift AI retains all rights to its proprietary tools, frameworks, templates, internal processes, and methodologies. FlowShift AI retains the right to describe the nature of the work performed in its portfolio and marketing materials, unless Client requests confidentiality in writing.
Each party agrees to hold in strict confidence all Confidential Information received from the other party and not to disclose it to any third party without prior written consent, except as required by law. "Confidential Information" means any non-public information disclosed in connection with this Agreement, including but not limited to business processes, customer data, pricing, technical systems, and trade secrets. This obligation survives termination of the Agreement for a period of three (3) years.
AI-generated content, messages, and outputs may contain errors, inaccuracies, or omissions. FlowShift AI provides its services "as-is" and makes no warranty, express or implied, regarding the accuracy, reliability, or fitness for a particular purpose of any AI output. The Client is solely responsible for reviewing, approving, and monitoring all automated communications.
FlowShift AI does not warrant uninterrupted or error-free operation of automation systems, particularly given their dependence on third-party platforms.
Services are provided on a best-effort basis. FlowShift AI makes no representations or guarantees regarding business outcomes including but not limited to revenue, lead volume, conversion rates, appointment bookings, or customer retention. Any examples or projections provided are illustrative only.
Automation systems built by FlowShift AI rely on third-party platforms including AI providers (OpenAI, Anthropic), communication tools (Twilio), CRM systems, scheduling software, and middleware platforms. FlowShift AI is not responsible for service interruptions, API changes, data handling practices, or price changes by third-party providers. FlowShift AI will make commercially reasonable efforts to maintain automation functionality but cannot guarantee continued operation if a critical third-party platform changes or discontinues its service.
To the maximum extent permitted by applicable law, FlowShift AI's aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total fees paid by the Client during the twelve (12) months immediately preceding the event giving rise to the claim.
In no event shall FlowShift AI be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, business interruption, or cost of substitute services, even if advised of the possibility of such damages and regardless of the theory of liability.
Client shall indemnify, defend, and hold harmless FlowShift AI and its owners, officers, employees, and contractors from any claims, liabilities, damages, judgments, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use or misuse of the services; (b) Client's breach of this Agreement; (c) Client's violation of any applicable law or regulation; or (d) claims by Client's customers related to AI-generated communications.
This MSA remains in effect for the duration of any active SOW between the parties. Either party may terminate an SOW with 30 days written notice. FlowShift AI may terminate immediately upon material breach by the Client, including non-payment. Upon termination:
The Parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal proceedings. If negotiation fails within 30 days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in the state where FlowShift AI is incorporated. Notwithstanding the foregoing, either party may seek emergency injunctive relief in a court of competent jurisdiction without first submitting to arbitration.
This Agreement shall be governed by the laws of the state in which FlowShift AI is incorporated, without regard to its conflict of law provisions.
This MSA, together with any executed Statements of Work, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings. This Agreement may only be modified by a written amendment signed by authorized representatives of both Parties.
FlowShift AI
Email: hello@flow-shift-ai.com