Master Services Agreement

Parties. This Master Services Agreement ("Agreement") is entered into by Vesper Agency ("Vesper") and the party signing an associated Statement of Work or Retainer Agreement ("Client").

Incorporation by reference

This Agreement is entered into together with, and expressly incorporates by reference, the following three documents, each as published at vesper.ae and as amended from time to time:

• The Master Services Agreement (this document), available at vesper.ae/msa;
• The Terms of Service, available at vesper.ae/terms; and
• The Privacy Policy, available at vesper.ae/privacy.

Client acceptance of this Master Services Agreement constitutes acceptance of all three documents listed above. The Cookie Policy is governed separately by the on-site cookie consent banner and is expressly excluded from this Agreement.

Client acknowledgement & non-reliance

By signing this Agreement, Client acknowledges and warrants that they have read, understood, and accepted the entirety of this Agreement, the Privacy Policy, and the Terms of Service in full. Client has had the opportunity to seek independent legal counsel. Client may not later disclaim knowledge of any clause on the basis that the clause was not specifically highlighted, summarised, or verbally explained by Vesper. Each clause carries equal weight regardless of order, font size, or whether it was discussed during sales conversations.

Scope of services

Vesper provides professional B2B marketing services via monthly service retainers, alongside separate, one-time project builds for custom AI products — including custom chatbots, Retrieval-Augmented Generation (RAG) assistants, and voice agents. Each project's specific technical architecture, delivery milestones, and costs will be defined in a dedicated Statement of Work ("SOW").

Infrastructure & tool selection

Client acknowledges that Vesper engineers custom AI solutions using a flexible choice of technical stacks based on Client operational requirements. These may include Cloudflare Workers AI (utilising Llama 3.1 8B), third-party commercial AI developer APIs, or completely on-premises Client-hosted hardware ecosystems.

Intellectual property

Client ownership

Upon full payment of all outstanding invoices, the Client shall own all rights, title, and interest in the custom prompt logic, fine-tuning scripts, specific workflow parameters, and source code custom-developed for the Client's deliverable under the SOW.

Data ownership

Client retains absolute ownership over all historical datasets, corporate knowledge bases, and customer data uploaded or funnelled into the deliverable. Vesper claims no rights or licences to Client data.

Deployment approval & testing protocols

Client validation

Vesper will build, test, and present the AI deliverable within a staging environment. The Client has sole and absolute responsibility for reviewing, validating, and approving the AI system's output behaviours, compliance parameters, and prompt responses before authorising a live public deployment.

The approval rule

Client's formal sign-off or active deployment of the AI system to a production or public environment constitutes definitive acceptance of the build state.

AI hallucination & performance disclaimers

Indemnification for hallucinations

Client expressly acknowledges that Large Language Models (LLMs) and generative AI architectures are probabilistic technologies that can occasionally produce erroneous, biased, unaligned, or factually inaccurate results (commonly referred to as "hallucinations").

Waiver of liability

Vesper builds within industry best practices for prompt engineering and RAG architecture. However, Vesper shall not be held financially or legally liable for any damages, regulatory fines, branding penalties, or business losses arising from AI hallucinations, erratic model outputs, unexpected API failures, or autonomous logic errors generated by the system within or outside the intended scope of work.

Vesper's concierge chatbot is non-binding

Information surfaced by Vesper's website concierge chatbot, voice agent demos, or any other AI-powered interface on vesper.ae is provided for general guidance only. The chatbot does not constitute a binding offer, quotation, contract, or representation by Vesper Agency. Only a signed Statement of Work, Order Form, or this Agreement constitutes a binding commitment. Client cannot rely on chatbot output as a contractual statement. Any apparent contradiction between chatbot output and a signed document is resolved in favour of the signed document.

Limited 14-day build warranty

Warranty period

Vesper warrants that the structural code and platform integration of the custom AI deliverable will perform substantially in accordance with the specifications outlined in the SOW for a period of fourteen (14) days following the initial delivery date.

Remedy scope

If an infrastructure integration break, software bug, or execution error is reported in writing to Vesper within this 14-day window, Vesper will remediate the issue at no additional cost to the Client.

Exclusions

This warranty strictly excludes errors caused by: subsequent modifications made by the Client; foundational updates or deprecations to third-party APIs (e.g. upstream AI provider platform shifts); or model behavioural shifts initiated by upstream providers. Following the expiration of the 14-day warranty period, any further adjustments, maintenance, or engineering interventions shall require a separate service retainer or paid support contract.

Governing law & dispute resolution

This Agreement shall be construed, interpreted, and governed exclusively by the laws of the Dubai International Financial Centre (DIFC), Dubai, United Arab Emirates. Any dispute, difference, or claim arising out of or in connection with this Agreement shall be referred to and finally resolved by the exclusive jurisdiction of the DIFC Courts.

Questions about this agreement

Contact us at hello@vesper.ae or via the contact page. See also our Privacy Policy, Terms of Service, and Cookie Policy.