Master Services Agreement

1. Introduction and structure

This Master Services Agreement (MSA) sets the framework for the work Code2b does for you. It is designed to be signed once, so that individual pieces of work can start quickly without renegotiating the legal basis each time.

Each specific engagement is described in a Statement of Work (SOW). The MSA contains the general terms. Each SOW contains the scope, deliverables, milestones, fees, and timeline for one engagement. Together they form the agreement between you and Code2b.

2. Definitions

In this MSA:

• Services means the work Code2b performs as described in an SOW.
• SOW means a Statement of Work agreed and signed by both parties.
• Deliverables means the workflows, agents, integrations, configurations, and documentation produced under an SOW.
• Background IP means tools, libraries, frameworks, and know-how Code2b owned or developed before, or independently of, the engagement.
• Confidential Information means non-public information disclosed by one party to the other in connection with the Services.

3. Scope of services and the SOW model

Code2b provides done-for-you, human-in-the-loop automation that runs in production. The work falls into building productized workflows, building custom AI agents and integrations, and running them under an operations retainer. Every engagement is defined in an SOW. If something is not in the SOW, it is not in scope until both parties agree it in writing through change control.

4. Fixed scope and fixed fee

We work to a fixed scope and a fixed fee. Before work starts, the SOW states exactly what we will deliver and what it costs. Productized workflows have a fixed price. Custom builds are quoted after a free automation audit. This protects you from open-ended billing and gives both sides a clear definition of done.

5. Milestones and delivery

Where an engagement is delivered in stages, the SOW sets out the milestones, what each one includes, and the acceptance criteria. We submit each milestone for your review within the agreed window. A milestone is accepted when you confirm it meets the criteria, or when the review window passes without you raising a written, good-faith issue. Acceptance of a milestone does not waive the warranty in section 13.

6. Change control

If you want to change the scope, or if new information changes what is needed, either party can raise a change request. We will describe the impact on scope, fee, and timeline in writing. Work on the change starts only once both parties approve it. The original SOW continues unchanged until then, so nothing is silently re-scoped.

7. Your responsibilities

We can only deliver on time if you hold up your side. You agree to:

• Provide timely access, credentials, approvals, and the information we reasonably need.
• Nominate a decision-maker who can answer questions and sign off on milestones.
• Ensure you have the rights and lawful basis for the data and systems involved.
• Review deliverables within the windows set out in the SOW.

8. Fees, invoicing, and expenses

Fees are fixed in the SOW. Unless the SOW says otherwise, project work is invoiced against milestones and retainers are invoiced monthly in advance. Invoices are payable within the period stated on the invoice.

Fees are exclusive of VAT and other applicable taxes, which are added where required. Third-party costs that a deliverable depends on, such as model usage, hosting, or software licenses, are passed through at cost and identified in the SOW. Pre-approved travel or out-of-pocket expenses are reimbursed at cost.

9. Intellectual property assignment

You own what we build for you. On full payment of the fees due under an SOW, Code2b assigns to you all right, title, and interest in the Deliverables created specifically for you under that SOW. You own your data and your business content at all times.

Code2b retains its Background IP. Where Background IP is embedded in a Deliverable, Code2b grants you a perpetual, worldwide, royalty-free, non-exclusive license to use it as part of that Deliverable. Each party may continue to use general skills, experience, and know-how gained during the engagement.

10. Confidentiality

Each party will protect the other party's Confidential Information with at least the care it uses for its own, will use it only to perform or receive the Services, and will not disclose it except to people who need it and are bound by similar obligations. These duties survive termination. They do not apply to information that is public through no fault of the receiving party, was already known to it, or is required to be disclosed by law, in which case the party will give notice where it lawfully can.

11. Data protection

Where Code2b processes personal data on your behalf, it does so as a processor under our Data Processing Agreement, which is incorporated into this MSA by reference and meets the requirements of Article 28 of the GDPR. You remain the controller of that personal data. In case of conflict on data protection matters, the Data Processing Agreement prevails.

12. Private AI option

For engagements that need it, we offer a Private AI option. Under it, your data and any models we build stay on your own servers or your own cloud tenancy, and are never sent to shared or third-party model providers or used to train shared models. Where this option applies, it is recorded in the SOW, along with the infrastructure responsibilities of each party.

13. Warranties

Code2b warrants that the Services will be performed with reasonable skill and care, by the people who scoped the work, and that Deliverables will materially conform to the SOW at acceptance. If a Deliverable does not conform and you tell us within the warranty period stated in the SOW, we will correct it at no extra charge. Except as stated here, the Services are provided without other warranties, because outcomes depend on your data, your systems, and third-party services we do not control.

14. Limitation of liability

Nothing in this MSA limits liability that cannot be limited by law, including for death or personal injury caused by negligence, or for fraud.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit or revenue, or loss of data. Each party's total aggregate liability arising under an SOW is capped at the fees paid by you under that SOW in the twelve months before the event giving rise to the claim.

15. Term and termination

This MSA applies from the date it is signed until terminated. It continues while any SOW is active. Either party may terminate this MSA or an SOW for material breach that is not remedied within thirty days of written notice, or immediately if the other party becomes insolvent.

Retainers may be cancelled with the notice period stated in the SOW. On termination, you pay for Services delivered and work in progress up to the termination date, we hand over the Deliverables you have paid for, and each party returns or deletes the other party's Confidential Information on request.

16. Subcontracting

Code2b is run by its two founders, who scope and build the work. We do not outsource delivery. We may use named infrastructure and model providers as sub-processors under the Data Processing Agreement, and we remain responsible to you for the work. We will not subcontract the core build to a third party without your prior written consent.

17. Governing law and disputes

This MSA and each SOW are governed by the laws of Greece and the applicable law of the European Union. The courts of Athens, Greece have exclusive jurisdiction over any dispute. Both parties agree to first attempt to resolve any dispute in good faith through direct discussion between senior representatives before starting proceedings.

18. General

Finally:

• Entire agreement: this MSA, the SOWs, and the Data Processing Agreement are the entire agreement between the parties and replace earlier discussions.
• Order of precedence: if there is a conflict, a signed SOW prevails over this MSA for the matters specific to that engagement, except on data protection, where the Data Processing Agreement prevails.
• Variation: changes to this MSA must be in writing and signed by both parties.
• Severability: if any provision is found unenforceable, the rest of the agreement continues in force.
• No waiver: a failure to enforce a term is not a waiver of it.

19. Contact

To discuss this agreement or to request a Statement of Work, contact Code2b at alex@code2b.co, Athens, Greece.