Commercial

MASTER SERVICE AGREEMENT (MSA)

MASTER SERVICE AGREEMENT (MSA) Version 1.0 — Last updated: 2026 This Master Service Agreement (“Agreement”, “MSA”) is entered into between: Ask‑Innovation A French simplified joint‑stock company (SAS) Registered office: Gif‑sur‑Yvette, France Represented by: Sasan MINAEIAN, President Hereinafter referred to as “Provider” or “Ask‑Innovation”, AND [Client Name] [Legal form] Registered office: [Address] Represented by: [Name, Title] Hereinafter referred to as “Client”, Together referred to as the “Parties”. 1. Purpose of the Agreement The purpose of this Agreement is to define the terms and conditions under which Ask‑Innovation provides the Client with: - access to its SaaS Platform (CXaaS, AI agent orchestration, omnichannel modules, workflows, analytics, APIs), - CXaaS managed services, - optional professional services (integration, development, consulting, training), - and all associated support, security, and service level commitments. This Agreement incorporates by reference: - the Terms of Service (ToS), - the Terms & Conditions of Sale (CGV), - the Privacy Policy, - the Service Level Agreement (SLA), - the Data Processing Agreement (DPA), - the Acceptable Use Policy (AUP). In case of conflict, the order of precedence is: 1. Commercial Proposal / Order Form 2. MSA 3. SLA 4. DPA 5. CGV 6. ToS 7. AUP 2. Description of Services 2.1 SaaS Platform Ask‑Innovation provides access to: - AI agent orchestration (support, voice, data, operations, social, etc.) - omnichannel communication (email, chat, social networks, WhatsApp, SMS, voice) - workflow automation engine - dashboards and analytics - API and third‑party integrations - secure multi‑tenant environment 2.2 CXaaS Managed Services Depending on the subscribed plan, Ask‑Innovation may provide: - partial or full management of customer interactions - supervision of AI agents - escalation to human agents - operational process standardization - monthly performance reporting 2.3 Professional Services Upon quotation: - custom integrations - custom development - training, consulting, audits - premium support or dedicated Customer Success Manager 3. Term and Renewal The Agreement becomes effective on the date of signature and remains in force for the duration specified in the Order Form (monthly, annual, or custom term). Unless otherwise stated, the Agreement renews automatically for successive periods of equal duration unless terminated in accordance with Section 12. 4. Financial Terms 4.1 Pricing Pricing is defined in the Order Form and may include: - SaaS subscription fees - usage‑based fees (interactions, AI agents, API calls) - optional modules - professional services All prices are exclusive of taxes. 4.2 Billing Billing is: - monthly or annual, - payable upon receipt or according to the Order Form. 4.3 Late Payment In case of late payment: - legal interest rate × 3 applies, - a €40 recovery fee is charged, - services may be suspended after written notice. 5. Provider Obligations Ask‑Innovation agrees to: - deliver the Services in accordance with industry standards, - ensure availability as defined in the SLA, - implement security measures compliant with GDPR, - notify the Client of major incidents, - maintain and improve the Platform, - provide support as defined in the SLA. 6. Client Obligations The Client agrees to: - provide accurate information, - comply with the ToS, AUP, and all applicable policies, - ensure the legality of all data submitted, - manage user access and permissions, - refrain from bypassing security mechanisms, - pay invoices on time. The Client is responsible for the actions of its Users. 7. Data Protection & Confidentiality 7.1 Ownership of Data Client Data remains the exclusive property of the Client. 7.2 Data Processing Ask‑Innovation acts as Data Processor under GDPR. The DPA applies to all processing activities. 7.3 Security Ask‑Innovation implements: - encryption in transit and at rest, - multi‑tenant isolation, - strict access control, - audit logs, - continuous monitoring. 7.4 AI Data Usage Client Data is never used to train public or shared AI models. 8. Intellectual Property 8.1 Platform The Platform, its components, AI models, interfaces, and documentation are the exclusive property of Ask‑Innovation. 8.2 License The Client receives a non‑exclusive, non‑transferable license for the duration of the Agreement. 8.3 Generated Content Content generated by AI agents for the Client belongs to the Client. 9. Liability 9.1 Limitation Ask‑Innovation’s liability is limited to the total amount paid by the Client during the previous 12 months. 9.2 Exclusions Ask‑Innovation is not liable for: - errors caused by Client Data, - third‑party integrations, - outages caused by external providers (telecom, social networks, APIs), - indirect damages (loss of revenue, reputation, data). 10. Service Levels & Maintenance Service levels, availability, maintenance windows, and support commitments are defined in the SLA. 11. Force Majeure Neither Party shall be liable for delays or failures caused by events beyond reasonable control, including: - natural disasters, - war, terrorism, - large‑scale internet outages, - failures of upstream providers, - government restrictions. 12. Termination 12.1 Termination at End of Term Either Party may terminate with 30 days’ notice before the end of the current term. 12.2 Early Termination Possible: - in case of material breach not remedied within 30 days, - in case of prolonged force majeure. 12.3 Effects of Termination Upon termination: - access is disabled, - data is returned or deleted according to the DPA, - outstanding amounts remain due. 13. Governing Law & Jurisdiction This Agreement is governed by French law. Any dispute shall be submitted to the exclusive jurisdiction of the courts of Paris, unless mandatory law provides otherwise. 14. Signatures Signed in [City], on [Date]. For Ask‑Innovation Name: Sasan MINAEIAN Title: President Signature: ______________________ For the Client Name: Title: Signature: ______________________