OUTSQUID
MASTER SERVICES AGREEMENT (MSA) – STANDARD COMMERCIAL TERMS
Document Classification: Public / Legal Commercial
PREAMBLE
These Master Services Agreement Standard Terms (“MSA Terms”) govern the provisioning of offshore business process outsourcing services, specifically the deployment of “Operational Pods” and “Dedicated Seats” (collectively, “Services”) by OutSquid (“Provider”) to the contracting corporate entity (“Client”).
By executing a corresponding Statement of Work (SOW) or onboarding onto the OutSquid infrastructure, the Client agrees to be bound irrevocably by these MSA Terms. OutSquid specializes in enterprise-grade back-office task execution for the logistics, maritime, and financial/accounting sectors.
1. THE 14-DAY PARALLEL PILOT PROGRAM
1.1. Scope of Pilot
To ensure operational alignment, OutSquid may, at its discretion, initiate a 14-Day Parallel Pilot (“Pilot”). During this period, OutSquid’s Operational Pods will execute the designated workflows in parallel with the Client’s existing internal or external processes.
1.2. SLA Contingency and Billing
The Pilot is an active, resource-intensive deployment and is not inherently free. The Pilot shall only be deemed complimentary if OutSquid fails to achieve the specific, quantifiable Service Level Agreements (SLAs) regarding accuracy and speed as strictly defined in the corresponding SOW.
If OutSquid successfully meets or exceeds the agreed-upon SLAs during the 14-day period, the Pilot will be deemed successful, and the Client shall be retroactively invoiced for the Pilot duration at the standard pro-rated Monthly Recurring Rate. A failure to achieve SLAs grants the Client the right to terminate the SOW without incurring charges for the 14-day Pilot period.
2. SETUP AND INTEGRATION FEES
2.1. Non-Refundable Nature
Upon execution of an SOW, the Client shall be invoiced a singular Setup & Integration Fee. This fee covers the capitalization of secure infrastructure, initial operator training, standard operating procedure (SOP) mapping, and the provisioning of necessary software or AI frameworks.
2.2. Zero Exceptions
The Setup & Integration Fee is strictly non-refundable under all circumstances, including early termination of the contract, failure of the 14-Day Parallel Pilot, or a change in the Client's operational requirements.
3. FINANCIAL TERMS AND PAYMENT SCHEDULE
3.1. Monthly Recurring Flat Rates (Advance Billing)
OutSquid operates on a predictable flat-rate billing model for its Dedicated Seats and Operational Pods. All monthly recurring charges are invoiced and payable in advance of the service month.
3.2. Strict Net-7 Payment Window
Invoices are transmitted on the first (1st) day of the billing cycle. The Client is granted a strict seven (7) calendar day grace period (Net-7) to remit full payment in cleared funds.
3.3. Operational Suspension (The “Kill Switch”)
Failure to remit payment by the close of business on the seventh (7th) day constitutes a material breach of this Agreement. On the eighth (8th) day, OutSquid reserves the absolute right to unilaterally and immediately suspend all operational workflows, revoke dashboard access, and halt all tasks until the account is brought current. OutSquid bears no liability for any business interruption, missed deadlines, or financial losses incurred by the Client resulting from this suspension.
4. NON-SOLICITATION AND ANTI-POACHING
4.1. Prohibition on Direct Hiring
OutSquid’s global operators undergo rigorous vetting and specialized training. During the Term of this Agreement and for a period of twenty-four (24) months following its termination or expiration, the Client, its affiliates, or any of its subsidiaries shall not, directly or indirectly, solicit, recruit, employ, or engage as an independent contractor any OutSquid employee, operator, or former employee who provided Services to the Client.
4.2. Liquidated Damages
The Client acknowledges that calculating the exact financial damage of losing a highly trained operational asset is complex. Therefore, in the event of a breach of Section 4.1, the Client agrees to immediately pay OutSquid a predetermined liquidated damages fee of $50,000 USD per solicited or poached individual. This fee is not a penalty, but a reasonable estimate of the costs associated with recruiting, onboarding, training a replacement, and the loss of operational continuity.
5. UNCOMPROMISING LIMITATION OF LIABILITY
5.1. Consequential Damages Waiver
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or loss of data, arising out of or related to this Agreement, regardless of the legal theory asserted.
5.2. Strict Liability Cap
Notwithstanding any other provision in this Agreement or any SOW, OutSquid’s total, aggregate liability to the Client for any and all claims, losses, or damages arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, shall be strictly capped and shall not exceed the total amount of fees actually paid by the Client to OutSquid in the three (3) months immediately preceding the event giving rise to the first claim.