Master Services Agreement
v1.7
This is a Consulting Agreement between DeepIdea Lab LLC (“DeepIdea Lab”, “we,” “us,” “our”) and any individual, entity, or organization that procures our consulting products or services (“you” or “your”).
If you have any questions about this agreement, you can email DeepIdea Lab.
Acceptance of Terms: Any work that we do for you is governed by the terms and conditions that you’re reading now. If you don’t agree to these terms, we can’t provide you with any services. This agreement is a binding contract between you and DeepIdea Lab.
Terms May Change: You should know that, periodically, we may change the terms and conditions in this document, including the amount of our fees. If we do change them, the new terms and/or pricing will become effective for you on the next date on which your services with DeepIdea Lab renew or you commission another project from us. We will give you at least thirty days to review these changes before new pricing and terms take effect.
Currency: DeepIdea Lab prices most services in United States Dollars (USD). The second most common currency we use is EUR. Unless expressly stated, all financial figures quoted in our proposals and direct communication are in USD. All foreign currency exchange rates will use the IHS Markit rates against USD.
Commissions: From time to time, we may recommend specific software services to our clients that we research and value ourselves. Some software providers may pay us a referral fee if a client purchases upon our recommendation.
Payment Protocol & Engagement Models
DeepIdea Lab provides professional automation, AI development, and consulting services, including but not limited to Make automations, custom software development, and AI agent implementation. Services are provided under the following engagement models:
Hourly Projects
We may charge an hourly rate for short-term or clearly defined work. The applicable hourly rate will be communicated in writing. Any time estimates provided are estimates only and not guarantees. Invoices are issued monthly or at project completion, whichever occurs first.
Fixed-Scope Projects
For fixed-scope projects, fees are agreed in advance and based on defined deliverables, not time. Unless otherwise agreed in writing, payment terms are 50% upfront and 50% upon delivery (or 100% upfront for projects under USD 5,000). If the client becomes unresponsive for more than 30 days, the project may be considered closed. Reopening a project may require a reactivation fee of up to 20% of the total project value and is subject to availability.
Retained Services (Monthly Subscriptions)
Retained services are billed monthly in advance via Credit Card, ACH, or SEPA Direct Debit.
Each subscription includes a maximum number of hours per billing period.
There is no guarantee that all hours will be used within a given period.
Any hours worked, time allocated, scheduled, or reserved, are considered delivered services.
Once any hours have been used in a billing period, that period is not eligible for refund, even if unused hours remain.
Unused hours may roll over for up to two (2) months, provided the subscription remains active.
Services are provided on a best-effort basis and may depend on client availability, responsiveness, technical constraints, and third-party platforms.
You may cancel a retained services subscription by providing written notice at least 30 days before the next renewal date by emailing hey@deepidealab.com.
Trials
If a trial is agreed, all work performed during the trial is billable at the agreed hourly rate, regardless of outcome. DeepIdea Lab does not offer free trials.
Payment Terms
Unless otherwise stated in writing, all invoices are payable within 15 days.
Expenses: You agree to pay reasonable expenses where these are incurred in connection with the delivery of services to you. These will be included in your statement each calendar month. Billable expenses include, but are not limited to the following items:
Travel: Mainland US and EU road travel is billed at IRS standard rate per mile. Rail (first-class) and air travel tickets will be billed at cost. Long-haul flights before 10 am may require airport hotel accommodation the previous night, and all flights are taken in connection with our work shall be in business class as standard.
Travel Time: Travel time totaling more than two hours in a 24h period will be payable, and a travel rate of $60.00 per hour will be applied to your next invoice.
Accommodation: You agree to pay for overnight accommodation where our physical presence in connection with our work for you falls between the hours of 19:00 - 07:00 the day before, the day of, or the day after the engagement, in the local time zone. Four-star hotel rooms will be used as standard. This will be billed at cost and added to your next invoice.
Sustenance: Where we incur travel of more than two hours total in a 24-hour period, you agree to pay for reasonable food and refreshments costs, accounting for the time of day (i.e. travel around mealtimes). This will be billed at cost and added to your next invoice.
Sub-contractors: Except when part of our Retained Services agreement with you; where we manage third-party contractors entirely on your behalf but where the sub-contractors invoice you directly, we will apply a management fee equal to 10% of their invoiced amount to cover our own administration and management costs. This will be added to your next invoice.
Material: Where we incur material costs on your behalf, such as media, physical items, and any software which will be entirely transferred to you in the course of our work. This will be billed at cost and added to your next invoice.
Taxes: You agree you are responsible for payment of all applicable sales and use taxes such as VAT at the normal rate, as specified by the government.
Refunds: Fees are charged for professional time, expertise, and effort.
No refunds are provided for any billing period in which services have been delivered or hours have been used, in whole or in part, regardless of outcomes or subjective satisfaction.
For clarity, if a subscription includes a fixed number of hours and any portion of those hours is used (e.g. 25 out of 30 hours), the billing period is considered delivered and is not refundable.
Termination: Either party may terminate this agreement at any time by providing written notice.
For retained services, termination requires a minimum of 30 days’ written notice. Fees already billed or paid are non-refundable.
Upon termination, DeepIdea Lab will transfer any client-owned accounts or access credentials that are reasonably required.
No Guarantee of Results: We provide information as-is; it's up to you to act on it. Your organization needs to be structured such that it can accept our advice and use it meaningfully. Additionally, we make no guarantee about the number of leads, sales, conversions, click-throughs, impressions, or any return on investment resulting from our work with you.
Service Acceptance
If the client does not raise any written objection within seven (7) days of service delivery or monthly reporting, silence shall constitute acceptance, and the services shall be deemed accepted.
Design Changes: As part of our services, we may implement changes to your site and analyze your users’ behavior. You acknowledge that those changes might have a negative impact on how users interact with Your site, including impacts on sales, leads, conversions, click-throughs, etc. You further acknowledge that any live changes made to your website by you during the course of any project may make our analysis, conclusions, and recommendations, inaccurate. You agree that DeepIdea Lab isn’t and won’t be liable for any losses or liabilities arising from changes made to your website.
Code Additions: To conduct analysis, we need to add a small amount of code to your website's <head> tag, or Our analysis services won't work. You agree to provide us with any information that we need to accomplish this. We will not share or otherwise disclose this information to anyone outside of the company at any time.
Intellectual Property Ownership:
Use of our Proprietary Tools: From time to time, we may give you access to proprietary tools we have developed. If the terms of access are not stipulated in your proposal, the period of access is to be taken as twelve months. We retain exclusive ownership of the IP but grant you a license to use it for the agreed period. Copying, modifying, and sharing the IP is strictly forbidden without our express written permission. Upon conclusion of the access term, you agree to cease use of the tool(s) unless express written permission is obtained from us.
Website changes: Any changes to your website that we make for you are owned by you forever, subject to our rights assignment clause, detailed below. Such changes will take the form of HTML, CSS, JavaScript, or other code as well as the configuration of tools such as CMS, CRM, and other business software systems. Except to the extent that we use code that we’ve developed for use with other clients, we assign all rights, titles, and interests, in such changes to you. To the extent that any of the code we’ve previously developed is incorporated into the changes we make on your site, we grant you a non-exclusive license to use that code as we’ve incorporated it into your site (but we grant no other rights). Note that nothing in this paragraph grants you any rights to our own website or the content on it.
Rights Assignment: We retain ownership and exclusive use of all IP (including but not limited to code, visual content or written content, trademarks, copyright or original concepts) created or modified by us until our fee is paid in full. When our fee is paid in full by you, we assign the rights to you in line with the relevant sections of this agreement. If you do not pay our fee, we remain its owner and we may use any legal means afforded us to prevent you from using the IP. This may include the termination of your and any third-party’s access to the content.
Limitation of Liability: OUR LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO THE SERVICES THAT WE PROVIDE, ANY CODE THAT WE INSTALL ON YOUR SITE, ANY REPORTS THAT WE PROVIDE, OR ANY OTHER MATERIALS PROVIDED AS PART OF OUR SERVICES, IS LIMITED TO THE CORRECTION OF THE SERVICES OR MATERIALS. IF CORRECTION IS NOT POSSIBLE OR IMPRACTICAL, THEN OUR LIABILITY IS LIMITED TO A REFUND OF ANY FEES PAID TO DEEPIDEA LAB BY YOU UNDER THIS AGREEMENT SOLELY TO THE EXTENT THAT NO MATERIAL SERVICES HAVE BEEN DELIVERED. THIS LIABILITY LIMIT APPLIES TO ANY LEGAL THEORY OF DAMAGES, INCLUDING NEGLIGENCE, CONTRACT, WARRANTY, OR OTHERWISE AS MAY BE APPLICABLE. WE WON’T BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF WE’VE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification: You agree to indemnify, defend, and hold DeepIdea Lab, its owners, directors, officers, employees, contractors, agents, and affiliates harmless against any third-party claims of copyright, trademark, trade secret, or other intellectual property infringement brought against DeepIdea Lab for using any of the materials that you provide to us to perform services for You or otherwise resulting from any breach by You of this agreement. In other words, if someone sues us for working with material that you’ve provided to us, you agree to pay our legal fees and any losses or liabilities that we might suffer as a result.
Publicity: Referrals are how we're able to get work in the future, and we love showing off client victories.
You grant us the right to mention the following on our website, and in our marketing and advertising collateral: your company’s name; the work that we did for you, described generally; and the relative impact that our work had on your business (e.g., X% increase in sales allowed company Y to hire new employees).
You also grant us the right to link to your website.
The rights granted to us are non-exclusive and irrevocable. We additionally retain the right to acknowledge our authorship of work done for you in an advertising and marketing context. Changes to these rights should be agreed upon in writing before you make your first payment.
Business Hours: DeepIdea Lab’s normal business hours are 09:00 am - 18:00 pm, in our local timezone (Miami, US). The timezone can variate due to remote work. We agree to put in a reasonable effort to reply to anything DeepIdea Lab-related during business hours. Dates we do not work included: main US bank holidays. We also take holiday and will give notice of any overlap with your projects.
Independent Contractor: DeepIdea Lab is an independent contractor to you/your organization. By entering this contract, we don’t intend to create a formal joint venture or partnership, even where we specifically refer to You as a ‘Partner’ or our work with you as a ‘Partnership’. We do not intend to become one of your employees. Neither of us is granted any rights to control the other or to enter into agreements on the other’s behalf.
Not Exclusive: We provide services to a number of clients. You recognize and agree that we may provide services to a number of individuals and organizations, including potential competitors, and are in no way obligated to provide services exclusively to you.
Representations and Warranties: We represent and warrant that, to the best of our knowledge, our services will not infringe on the intellectual property rights of any third party. You represent and warrant that any materials you provide us will similarly not infringe on any third party’s intellectual property rights. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, WE, DEEPIDEA LAB, MAKE NO WARRANTIES WHATSOEVER. WE EXPLICITLY DISCLAIM ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT. EXCEPT AS MAY BE EXPRESSLY PROVIDED, OUR SERVICES AND ANY MATERIALS DELIVERED TO YOU ARE PROVIDED “AS IS.”
Assignment: In general, you don’t have the right to assign this agreement to any other individual or business organization. However, you may assign this agreement to an heir or an organization that acquires all or most of your stock, assets, or business. This agreement will bind your heirs, assignees, executors, and administrators.
Waiver: If one of us chooses not to act on a breach of this agreement, that choice won’t waive our right to enforce the agreement based on a different breach.
Modification: This agreement can only be modified in writing and must be signed by both of us.
Severability: If any provision of this agreement isn’t enforceable, the rest of this agreement remains valid and enforceable.
No Third Parties: This contract is only intended to benefit you, the client, and DeepIdea Lab, not any third party.
Force Majeure: We won’t be in breach of this agreement if fire, earthquake, illness, death, act of God, labor dispute, or other events beyond our control prevent us from providing services in a timely fashion. We’ll notify you about the situation and work with you to establish a timeline for completing our services, if possible.
Governing Law/Forum Selection: This Agreement is governed by the law of Florida, USA, and is subject to the exclusive jurisdiction of the courts of the United States of America.
Headings: Headings for each paragraph are provided for convenience only. They won’t be given legal effect in interpreting or limiting the scope of the agreement.
Entire Agreement: This is our entire Agreement. It supersedes all other discussions, understandings, and negotiations between us if any.
Clarifications & Commencement: If you find any aspect of this agreement unclear, written clarification and confirmation should be sought prior to signing a contract with DeepIdea Lab; otherwise this agreement in its entirety is deemed to have been accepted in full. Written confirmation must be sought from DeepIdea Lab at:
Mail
DeepIdea Lab LLC
66 West Flagler Street, Suite 900
33130 Miami
USA
Email