Terms of Service

1. Agreement to These Terms

These Terms govern access to and use of mspisolutions.com, our consulting and implementation services, Hermes Agents, AI-powered workflows, automation, integration, research, reporting, support and related Deliverables.

By accessing the website, booking a paid service, signing a proposal, accepting an Order Form or Statement of Work, or using the Services, you agree to these Terms.

If you accept for an organization, you represent that you have authority to bind it. “Client” and “you” then refer to that organization. If you do not agree, do not use the Services.

2. Service Provider and Business Use

The Services are designed primarily for legitimate business and professional use. You must be at least 18, have legal capacity, and have authority to provide all instructions, data and access supplied to us. Mandatory consumer rights that cannot legally be waived remain unaffected.

3. Definitions

• Client Data means information, content, records or instructions provided by or processed for the Client.
• Deliverable means a workflow, configuration, document, report, integration, prompt library, automation or work product identified in a Statement of Work.
• Hermes Agent means an AI-enabled agent, assistant or workflow designed, configured, maintained or operated by MS&Pi Solutions.
• Order Form means a signed proposal, online order or document specifying purchased Services.
• Services means the website, consulting, design, implementation, automation, integration, maintenance, research, support and related services.
• Statement of Work or SOW defines the project scope, Deliverables, responsibilities, timeline, fees and acceptance criteria.
• Third-Party Service means software, infrastructure, data, an API or another service provided by a third party.

4. Contract Documents and Priority

A Client engagement may include:

1. A Business Associate Agreement, where HIPAA applies;
2. A Data Processing Agreement;
3. A Statement of Work or Order Form;
4. These Terms;
5. An accepted proposal.

If there is a direct conflict, the documents control in that order, but only for the issue addressed by the conflicting provision. A Statement of Work may expressly override these Terms.

5. Description and Limits of Services

Services may include lead response, email assistance, telephone agents, scheduling, research, lead scoring, customer support, business briefings, CRM and calendar integration, monitoring, reporting, marketing, recruitment, bookkeeping-related automation and custom workflows.

The exact scope is defined in the Order Form or SOW. Unless expressly included, the Services do not provide legal, medical or tax advice; accounting, privacy, cybersecurity or regulatory certification; or guaranteed revenue, savings, leads, sales or uninterrupted operation.

6. Discovery and Implementation

An engagement may include discovery, workflow mapping, data and system assessment, scope definition, authority design, configuration, integration, testing, acceptance, deployment and monitoring.

Dates are estimates unless the SOW identifies a deadline as binding. We are not responsible for delays caused by missing Client information, delayed approvals, inaccurate instructions, third-party outages, change requests, missing credentials, compliance reviews or events outside our reasonable control.

7. Client Cooperation

The Client must provide timely and accurate requirements, system access, contacts, content, knowledge, approval rules, escalation instructions, compliance requirements, testing feedback and decisions.

The Client is responsible for verifying its instructions and materials. If required information or approval is delayed, we may adjust the timeline, pause work or charge reasonable additional fees resulting from the delay.

8. Change Requests and Acceptance

Change requests

Work outside the agreed scope requires written approval and may affect Deliverables, timing, fees, integrations, processing requirements, support or third-party costs. We are not required to perform out-of-scope work before approval.

Acceptance

Unless the SOW states otherwise, the Client has seven business days after delivery to report a material failure against written acceptance criteria. A Deliverable is accepted when the Client confirms acceptance, uses it in production, or the review period expires without a documented material objection.

A rejection must identify the unmet requirement. We will use reasonable efforts to correct a confirmed nonconformity. New preferences or requirements are change requests, not defects.

9. AI-Specific Terms

Nature of AI outputs

AI outputs may be incomplete, incorrect, outdated, inconsistent or unsuitable for a specific situation. The Client must apply appropriate human review before relying on an output for a sensitive, high-value or legally significant purpose.

Human oversight

The Client must identify actions requiring approval, prohibited actions, financial limits, legal escalation, emergencies and authorized approvers.

Unless expressly approved in writing, a Hermes Agent must not independently transfer money, enter unusual contracts, diagnose medical conditions, provide clinical or definitive legal advice, make lending, insurance, housing or final employment decisions, or make other decisions producing significant legal effects.

Client responsibility

The Client remains responsible for final decisions, messages sent under its name, prices, promises, regulatory disclosures and the final use of AI-generated information.

Disclosure and training

The Client must provide legally required notice that an individual is interacting with AI or that AI is used to generate, classify or evaluate content. Each party is responsible for obligations assigned to its role by applicable AI law.

We will not intentionally use Client Data to train a public, shared or general-purpose AI model. Approved providers may process Client Data to generate requested outputs under applicable contracts and settings.

10. Acceptable Use

The Client must not use the Services to violate law, infringe rights, impersonate deceptively, harass, discriminate, create fraudulent reviews, spread malware, gain unauthorized access, circumvent restrictions, collect prohibited data, conceal sender identity, ignore opt-outs, process unlawfully obtained information, facilitate illegal finance, provide unsafe medical advice, make prohibited automated decisions, or materially damage our systems or a Third-Party Service.

We may refuse, limit or suspend a workflow that reasonably appears unlawful, deceptive, unsafe or outside the agreed scope.

11. Research, Lead Generation and Outreach

When Services include research, lead generation, email, SMS or telephone outreach, the Client must ensure that the audience and data source are lawful, required notices and consents exist, sender information and claims are accurate, and opt-outs, suppression lists and do-not-call obligations are honored.

The Client may not instruct us to scrape, copy or solicit from a directory that prohibits the intended use.

Commercial email

Campaigns must comply with requirements concerning accurate sender information, non-deceptive subject lines, commercial identification, a valid physical address, a working unsubscribe method and timely opt-out processing.

Telephone, SMS and AI voice

The Client must not use an automated, prerecorded or AI-generated voice for a call requiring consent unless the Client has obtained and documented the legally required consent. The Client is responsible for caller identification, AI and recording disclosures, recording consent, permitted calling times, do-not-call compliance and revocation.

We may request evidence of consent before enabling an automated telephone or SMS campaign.

12. Client Accounts and Security

The Client is responsible for protecting credentials, using multi-factor authentication where available, limiting permissions, removing former personnel, reviewing connected applications and reporting suspected unauthorized access promptly.

Passwords, API keys and tokens must not be sent through ordinary email or public forms unless we expressly approve the transfer method.

13. Third-Party Services

Hermes Agents may depend on AI providers, n8n or another automation platform, CRMs, calendars, email, voice, hosting, databases, payments, accounting and research services.

The Client authorizes data exchange with approved Third-Party Services and is responsible for maintaining required accounts, paying third-party fees unless stated otherwise, complying with provider terms and approving permissions.

We do not control and are not responsible for third-party downtime, price or API changes, discontinued features, data loss, security failures or legal restrictions. Replacement or modification work may require a change request.

14. Data Protection and HIPAA

Data protection

Our own processing is described in the MS&Pi Solutions Privacy Policy. When we process for a Client, the Client must have a lawful basis, provide required notices and consents, and have the right to supply the data. We process according to documented instructions and may enter into a Data Processing Agreement.

We may use anonymized or aggregated operational data to measure reliability, troubleshoot and improve the Services, provided it does not reasonably identify the Client or an individual.

HIPAA

A Business Associate Agreement controls Protected Health Information and prevails over conflicting Terms. We may immediately suspend a workflow if PHI is provided without an applicable BAA.

15. Confidentiality

Confidential Information includes non-public business plans, customer information, pricing, workflows, credentials, security information, technical documentation, trade secrets, financial information and Client Data.

The receiving party must use it only for the agreement, protect it with reasonable care, limit access to people who need it, and ensure authorized personnel have confidentiality obligations.

These duties do not apply to information lawfully known without restriction, public without breach, lawfully received from another source, independently developed, or legally required to be disclosed. Where permitted, advance notice will be provided.

The obligations continue for five years after disclosure. Trade secrets and personal information remain protected for as long as required by law.

16. Intellectual Property and Publicity

Client Materials

The Client retains ownership of Client Data, trademarks, content, documents, policies and supplied knowledge. The Client grants us a limited license to use them only to provide the Services.

MS&Pi Materials

We retain ownership of pre-existing and general methods, frameworks, templates, reusable code, workflow components, prompt structures, agent architecture, libraries, documentation formats and know-how.

Deliverable license

After full payment, the Client receives a perpetual, worldwide, non-exclusive license to use completed Deliverables for its internal business. This does not transfer ownership of MS&Pi Materials, third-party software, open-source components, provider platforms or general-purpose components. An Order Form may provide different terms.

The Client may not resell or distribute MS&Pi Materials as a standalone product without written permission. Third-party and open-source components remain subject to their licenses.

Feedback and publicity

We may use feedback if it does not disclose Client Confidential Information or identify the Client. We will not publicly use a Client name, logo, testimonial, result or case study without prior permission.

17. Fees, Payment and Cancellation

Fees are specified in the Order Form or SOW. Unless otherwise stated, invoices are due within 15 calendar days, setup deposits are due before work begins, recurring fees are billed in advance, approved usage and third-party costs may be separate, and fees exclude applicable taxes.

Late undisputed balances may accrue interest at the lower of 1.5% per month or the maximum permitted rate. Invoice disputes must be raised in good faith within seven calendar days, while undisputed amounts remain due.

We may suspend Services for overdue undisputed balances after reasonable notice.

Recurring Services

Unless an Order Form states otherwise, monthly recurring Services continue month to month. Either party may cancel with at least 30 days’ written notice.

Cancellation does not refund earned fees, eliminate outstanding obligations, cancel approved third-party commitments or undo work performed. Setup fees, deposits and prepaid fees are non-refundable once work begins, except where required by law or after an uncured material breach by MS&Pi Solutions.

18. Support, Availability, Beta and Pilot Services

Support channels, hours and response targets are specified in the SOW. Without a separate SLA, response times are targets, planned maintenance may occur, emergency support is excluded, the Services are not emergency-response systems, and uninterrupted availability is not guaranteed.

A pilot, beta or experimental service may be incomplete, changed or discontinued and carries no production availability commitment unless the Order Form states otherwise. It must not be relied on for a safety-critical, emergency or legally significant function.

19. Service Warranty and Disclaimers

We warrant that we will provide Services professionally, substantially according to the SOW and using personnel with appropriate skills. If a material breach is reported promptly, we will use reasonable efforts to reperform the affected Service. If reperformance is not commercially reasonable, we may terminate the affected Service and refund prepaid fees for the undelivered portion.

Except for that express warranty, the Services are provided “as is” and “as available.” To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for purpose, non-infringement, accuracy and uninterrupted availability.

We do not guarantee revenue, profit, savings, leads, conversions, data accuracy, provider availability, AI-output accuracy or regulatory compliance for the Client’s entire business.

20. Indemnification

Client indemnification

The Client will defend and indemnify MS&Pi Solutions against third-party claims arising from Client Data or materials, unlawful instructions, the Client’s use of outputs, marketing under the Client’s name, missing consent, privacy, telecommunications or intellectual-property violations, Client-selected services, or a material breach of these Terms.

MS&Pi Solutions indemnification

We will defend and indemnify the Client against a third-party claim that an original Deliverable created solely by us infringes that party’s intellectual-property rights. This does not apply to Client Materials or instructions, third-party or open-source materials, unauthorized modifications or combinations, or continued use after notice.

We may modify or replace the Deliverable, obtain use rights, or terminate the affected Service and refund prepaid fees for the unusable portion.

Process

The indemnified party must provide prompt notice and reasonable cooperation and allow the indemnifying party to control the defense. A settlement may not admit wrongdoing or impose non-monetary duties on the indemnified party without consent.

21. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, special, punitive or consequential damages, lost profits, revenue, opportunity, goodwill, or data that could reasonably have been backed up.

Except for enhanced-cap and excluded claims, each party’s aggregate liability arising from an Order Form will not exceed fees paid or payable under that Order Form during the 12 months before the event giving rise to the claim.

Liability for breach of confidentiality, a Data Processing Agreement, agreed security obligations or indemnification duties will not exceed twice the general cap.

Nothing limits liability for fraud, willful misconduct, payment obligations, intentional infringement or liability that cannot legally be limited.

22. Suspension, Termination and Effect

We may suspend Services to address a security risk, prevent unlawful activity or system damage, respond to provider restrictions, address overdue undisputed fees, investigate a material breach or prevent unauthorized sensitive-data processing. Where possible, we will notify the Client and work toward restoration.

An engagement continues for the period in the Order Form. Either party may terminate an affected Order if the other materially breaches and fails to cure within 15 days after notice.

Either party may terminate immediately for fraud, willful misconduct, illegality, an uncorrectable serious security risk, insolvency, cessation of business or a material BAA violation.

After termination, outstanding fees remain due, affected Services stop, access may be disabled, Confidential Information must be returned or destroyed where required, and Client Data is returned or deleted under the applicable agreement. Legal records and protected backup copies may remain for their required periods. Transition assistance may be provided at current rates.

23. General Terms

Force majeure

Neither party is responsible for delay caused by events outside reasonable control, including natural disaster, cyclone, fire, war, civil unrest, government action, labor disruption, infrastructure outage, qualifying cyberattack or widespread platform failure. The affected party will use reasonable efforts to reduce the impact.

Independent contractors

The parties are independent contractors. These Terms do not create employment, partnership, joint venture, franchise, fiduciary duty or authority to bind the other party.

Assignment

Neither party may assign an Order without consent, except in a merger, restructuring or sale of substantially all related assets. A permitted successor remains bound.

Electronic contracting

Electronic signatures, click acceptance, email approval, digitally signed Orders and electronic records may form and evidence the agreement to the extent permitted by law.

Entire agreement, waiver and severability

The applicable Order, SOW, DPA, BAA and these Terms constitute the agreement. Failure to enforce a term is not a waiver. If a term is unenforceable, it will be modified minimally and the remainder will continue.

Language and changes

English controls unless an Order identifies another version. We may update these Terms for future website use or future Orders. Material changes will not retroactively reduce rights under an active paid engagement without agreement, except where required by law or urgent security needs.

24. Governing Law and Disputes

These Terms and each Order are governed by the laws of the Republic of Madagascar, without regard to conflict-of-law principles, unless the Order expressly states otherwise.

Before filing a proceeding, the parties will attempt in good faith to resolve the dispute through authorized business representatives. If unresolved within 30 days after written notice, the courts located in Antananarivo, Madagascar have exclusive jurisdiction, except where mandatory law requires another forum.

Either party may seek urgent injunctive relief to protect confidential information, personal information, security or intellectual-property rights.

25. Notices and Contact

Contractual notices must be sent to the address in the Order Form. Notices to MS&Pi Solutions may be emailed to Enable JavaScript to view the email address. A notice is received when electronically delivered unless the sender receives a failure message.