Master Services Agreement

1. Definitions

Services means the ADmetric AI advertising budget management platform, including monitoring, forecasting, automation, and (where enabled) active distribution of advertising funds. Customer Data means data submitted by the Customer or collected from connected advertising platforms on the Customer's behalf. Authorised User means an individual authorised by the Customer to access the Services under the Customer's account.

2. Scope and access

We grant the Customer a non-exclusive, non-transferable right to access the Services during the Term, solely for its internal business purposes and the management of advertising spend for itself and its end clients. Authorised Users are bound by the Acceptable Use Policy.

3. Fees and payment

Fees are set out in the Order Form. Invoices are due net 30 from invoice date unless otherwise agreed. Disputed amounts must be raised in writing within 15 days. We do not charge a percentage of advertising spend in Monitoring mode. In Active mode, treasury fees are capped per platform as set out in the Order Form.

4. Customer funds (Active mode)

Where the Customer enables Active mode, the Customer's advertising funds are held in segregated client money accounts at our regulated banking partners (Stripe Treasury, Modulr). Funds are not commingled with our operating accounts, are not used as working capital, and are reconciled to the cent every banking day. The Customer remains the beneficial owner at all times. Daily ledger statements are available in the dashboard.

5. Data protection

The parties agree to the Data Processing Addendum as incorporated by reference. We process Customer Data only on documented instructions, with the subprocessors listed at /legal/subprocessors. EU and UK personal data is processed under the Standard Contractual Clauses and the UK IDTA.

6. AI governance

Customer Data is never used to train shared models. Pacing, anomaly and forecasting models are tenant-isolated; inference uses only the Customer's own data plus aggregated, de-identified benchmark statistics. Automated decisions that move money are gated by policy and reversible within 12 seconds in line with the EU AI Act expectations described at /responsible-ai.

7. Service levels and credits

Uptime, response and reconciliation commitments are set out in the SLA. Service credits are the Customer's sole financial remedy for availability shortfalls. The SLA does not apply to issues caused by upstream advertising platforms or by the Customer's misconfiguration.

8. Warranties and disclaimers

We warrant that the Services will materially conform to the documentation. EXCEPT AS EXPRESSLY SET OUT, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification

We will defend the Customer against third-party claims alleging that the Services infringe IP rights, and pay damages finally awarded, subject to prompt notice and reasonable cooperation. The Customer will defend us against claims arising from Customer Data, advertising creative, or violation of advertising platform policies.

10. Limitation of liability

Each party's aggregate liability is capped at the greater of (a) fees paid by the Customer in the 12 months preceding the claim or (b) USD 1,000,000. Neither party is liable for indirect or consequential damages. Carve-outs apply for breach of confidentiality, indemnities, and willful misconduct.

11. Term and termination

The initial Term is set out in the Order Form. Either party may terminate for uncured material breach on 30 days' notice. On termination we provide Customer Data export in JSON or Parquet for 90 days, then delete within 60 days of expiry unless required by law to retain.

12. Insurance

We maintain Cyber, Tech E&O and General Liability cover of not less than USD 10M aggregate, with named additional insured status available for enterprise customers. Certificates of Insurance are available via /procurement.

13. Governing law

This Agreement is governed by the laws of England and Wales. Disputes are resolved by the courts of London, with the option of LCIA arbitration for amounts under USD 250,000.

14. Order of precedence

The Order Form prevails over this MSA, which prevails over the DPA, which prevails over the SLA and policy documents.