Master Services Agreement, in plain language

The contract behind every engagement

The MSA is the one framework contract behind every Remote Pro Ai engagement, with liability capped at 12 months’ fees. Each engagement then adds a Statement of Work.

Key terms

  1. §7Service Level Schedule: start, trial, availability, response and credits
  2. §8Fees, invoicing, taxes and payment
  3. §11Intellectual property and pre-existing materials
  4. §13Data protection and the DPA
  5. §18Limitation of liability

PDF · Version 2026.10

In short

The Remote Pro Ai Master Services Agreement (MSA) is the framework contract that governs every engagement between Remote Pro Ai and a client. It sets the legal terms once, including the guarantee, IP, confidentiality, data protection and a liability cap of 12 months’ fees. Each engagement then adds a Statement of Work. It protects both parties equally.

One framework agreement. Each engagement adds a Statement of Work; the guarantee travels with every one.

Key terms at a glance

  1. Structure

    the MSA governs; each Statement of Work sets roles, dates and price; the DPA governs personal data.

  2. Start

    any engineer or team starts within 4 working days of signature — bench, off-bench and on-site roles alike.

  3. Late start

    1 day’s fee credited per late working day, capped at 10 days.

  4. No-bill trial

    1 per company: 5 working days in the self-serve and reservation lanes, 10 in the enterprise lane; the clock starts on the engineers’ first working day.

  5. Replacement

    any reason; a replacement starts within 4 working days; the full handover completes in under 14 days; overlap unbilled; if we miss that window, the seat is free until filled.

  6. Quality

    Remote Pro Ai is contractually responsible for the quality of every specialist and team.

  7. Service levels

    availability of at least 95%; response within 4 h, 2 h or 1 h for P1.

  8. Fees and holds

    set by quotation, valid 30 days; monthly invoices; VAT and similar taxes added separately. Bench holds are free for 72 hours, or 7 days with a refundable 1-week deposit or under a formal quotation.

  9. IP

    work product assigned to the client on payment of the relevant invoice.

  10. Confidentiality

    mutual, surviving 5 years after termination; trade secrets protected while they remain secret.

  11. Data protection

    DPA with Saudi SCCs or GDPR SCCs as applicable; subprocessors on 30 days’ notice.

  12. Liability

    each party’s total liability capped at the fees paid or payable in the 12 months before the claim.

  13. Term and exit

    a minimum term of 1 month for a single specialist and 3 months for squads, pods and managed delivery, then automatic monthly renewal; 30 days’ notice to end; renewal reminders 45, 30 and 7 days before the minimum term ends.

  14. Conversion

    an engineer can join your payroll for a fee of 25% of first-year gross salary in months 1–⁠6 and 15% in months 7–⁠12, waived after 12 months.

  15. Governing law

    chosen from 6 variants: KSA, UAE, EU, UK, US or Egypt; other markets use the UK variant.

The guarantee, as it appears in the contract

These commitments sit in the Service Level Schedule of the MSA. The full clause text is on the guarantee page.

  • G1 · Shortlist

    named candidates within 72 hours; 48 hours in the self-serve flow.

  • G2 · Start

    4 working days from signature for every engineer, bench, off-bench or on-site.

  • G3 · Late-day credits

    1 day’s fee per late working day, capped at 10 days per seat.

  • G4 · No-bill trial

    5 working days in the self-serve and reservation lanes, 10 in the enterprise lane; 1 trial per company; not satisfied, not billed.

  • G5 · Replacement

    any reason; a replacement starts within 4 working days; the full handover completes in under 14 days; overlap unbilled; if we miss that window, the seat is not billed until filled.

  • G6 · Availability

    each engineer available at least 95% of contracted hours per month.

  • G7 · Response

    4 hours standard, 2 hours priority, 1 hour for P1 incidents.

  • G8 · Credit caps and exclusions

    total monthly credits capped at 15% of the monthly fee; client-caused delays excluded.

  • G9 · Quality

    Remote Pro Ai remains responsible for the quality of every specialist it supplies.

Read the guarantee

A clear cap, and IP that moves when you pay

Both parties know their maximum exposure, and ownership of the work is never in doubt.

Liability cap. Each party’s total liability under the MSA and all Statements of Work is capped at the fees paid or payable in the 12 months before the event giving rise to the claim. Neither party is liable for indirect or consequential loss, such as lost profit or lost opportunity.

Exclusions from the cap
fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, the IP infringement indemnity and unpaid fees. Data-protection breaches are subject to a separate, higher cap of 24 months’ fees, set in the DPA.

IP on payment. All work product created for the client is assigned to the client when the relevant invoice is paid. Until then, the client holds a licence to use it. Pre-existing Remote Pro Ai tools and accelerators remain ours and are licensed to the client, perpetually and royalty-free, for use with the deliverables.

6 governing-law variants, one commercial deal

The commercial terms stay identical. Only the governing law, forum, prevailing language and data annex change.

Saudi Arabia

  • Saudi law
  • SCCA arbitration seated in Riyadh
  • Arabic prevails
  • Saudi PDPL annex

UAE

  • DIFC, ADGM or federal law
  • DIAC arbitration (seated in the DIFC)
  • UAE PDPL annex

European Union

  • Irish law
  • Irish courts
  • GDPR SCCs (Module 2)

United Kingdom

  • English law
  • English courts
  • UK Addendum

Egypt

  • Egyptian law
  • CRCICA arbitration or Egyptian courts
  • Arabic prevails
  • Egypt PDPL annex
Compare jurisdictions

Clause outline

The PDF and DOCX files of this text are a key-terms summary, in English and Arabic (version 2026.10; last legal review: pending counsel). They are not the operative agreement, which is issued with your quotation after counsel review. This outline shows how the agreement is organised.

  1. Definitions and interpretation
  2. Structure: MSA, Statements of Work, schedules and order of precedence
  3. Services and engagement models
  4. Remote Pro Ai responsibilities and quality commitment
  5. Client responsibilities and dependencies
  6. Personnel: vetting, background checks, conduct and replacement
  7. Service Level Schedule: start, trial, availability, response and credits
  8. Fees, invoicing, taxes and payment
  9. Holds, deposits and quotation validity
  10. Change requests and seat changes
  11. Intellectual property and pre-existing materials
  12. Confidentiality
  13. Data protection and the DPA
  14. Information security and audit rights
  15. AI-assisted development
  16. Warranties
  17. Indemnities
  18. Limitation of liability
  19. Insurance
  20. Term, renewal and termination
  21. Exit, hand-over and transition assistance
  22. Non-solicitation and conversion
  23. Force majeure
  24. Governing law and dispute resolution
  25. Notices, language and general terms
Download the English PDF Download the Arabic PDF

Version history

You stay on the version you signed. New versions apply only to new agreements or signed amendments.

VersionPublishedSummary
2026.10October 2026First public version, aligned with the self-serve contract pack

Sign as is, or send us your redlines

Up to USD 25,000 a month, accept the standard MSA online. Larger or custom deals go to the enterprise lane.

  • Self-serve lane (up to USD 25,000 a month)

    pay by card or transfer and click-accept the standard MSA during booking

  • Reservation lane (USD 25,000–⁠100,000 a month)

    instant reservation, standard MSA and a quotation PDF for your purchase order

  • Enterprise lane (above USD 100,000 a month, government or custom MSA)

    formal quotation with a 7-day bench hold; redlines reviewed by legal, first response within 3 working days

Request redlines

Download the key-terms summary

Version 2026.10 · last legal review: pending counsel

PDF · English · 135 KBDOCX · English · 42 KBPDF · Arabic · 199 KBDOCX · Arabic · 43 KB

PDF to read and file; DOCX to mark up. Both are the key-terms summary, generated from the text on this page; they are not the operative agreement. The operative agreement is issued with your quotation, after counsel review. Your signed agreement prevails.

Frequently asked questions

Book a scoping call

20 minutes with a solutions architect. No sales script.

Each party’s total liability under the MSA is limited to the fees paid or payable in the 12 months before the event behind the claim. It gives both sides a known maximum exposure. Certain liabilities, such as fraud and breach of confidentiality, sit outside the cap, and data-protection claims carry a separate cap of 24 months’ fees.

Ownership of the work product passes to you when you pay the invoice that covers it. Until then you hold a licence to use it, so work never stops while an invoice is in process. Pre-existing Remote Pro Ai tools stay ours but are licensed to you, perpetually and royalty-free, for use with the deliverables.

Yes. The start times, late-day credits, no-bill trial, replacement terms, availability and response commitments sit in the Service Level Schedule of the MSA. They are not marketing promises. The guarantee page reproduces the clause text so you can read it before booking.

After the minimum term (1 month for a single specialist, 3 months for squads, pods and managed delivery), engagements renew monthly and either party can end them with 30 days’ written notice. Exit includes hand-over of work product, documentation and access, and transition assistance to your team or another supplier. There are no exit fees.

Yes. The MSA includes a conversion option: you can hire an engineer onto your own payroll for the published conversion fee (25% of first-year gross salary in months 1–⁠6, 15% in months 7–⁠12, waived after 12 months), or move them to an employer-of-record arrangement. Outside that option, both parties agree not to solicit each other’s staff during the engagement.

Start today

4 working days

Your team can be working within 4 working days of signature.