Master Service Agreement
This Master Services Agreement ("Agreement") governs all services provided by erakraft Inc. ("erakraft"), a company organized under the laws of Ontario, Canada.
This Agreement applies to any individual or entity ("Client") who executes a written or electronic Proposal that references this Agreement. By executing such Proposal, the Client agrees to all terms and conditions set forth herein, and the Effective Date of this Agreement becomes the date the Client executes the Proposal.
This Agreement, together with the executed Proposal, constitutes the complete agreement between the parties for the engagement described in that Proposal.
1. How This Agreement Works
This Agreement contains the general terms that apply to every erakraft engagement. The specific details of each engagement are set out in a Proposal (also referred to as a Statement of Work or Order Form) that references this Agreement.
Each Proposal will specify, at minimum: (a) the Service being provided (see Section 2); (b) the scope and deliverables for that engagement; (c) the fees, payment schedule, and currency; (d) the term and timeline; and (e) any service-specific terms, performance commitments, or credits that apply to that engagement.
A separate Proposal may be executed for each engagement. Each executed Proposal forms its own complete agreement with this document, and this Agreement applies to it independently.
1.1 Order of Precedence
If a conflict exists between this Agreement and a Proposal, the Proposal governs with respect to scope, deliverables, fees, payment schedule, timeline, and any expressly stated service-specific terms. This Agreement governs all other matters.
2. The Services
erakraft is an operations contractor for trades businesses. It designs, builds, and maintains the operating systems that make a business less owner-dependent and more profitable, so the Client can scale or sell. The Service or Services included in an engagement, and their precise scope and deliverables, are defined in the applicable Proposal.
(a) Blueprint. A paid discovery and planning engagement in which erakraft assesses the Client's operations across all key areas of the business and delivers a prioritized operating-system roadmap that maps the changes needed to move the business toward its goal. The Blueprint may be built for growth or to prepare the business for a future sale, as stated in the Proposal. The Blueprint deliverable is a set of documents, including interview summaries, audits, and the Blueprint document itself.
(b) Build. A paid implementation engagement in which erakraft builds the operating-system improvements identified in the Blueprint. The Build is delivered on a monthly retainer, with the monthly rate setting the pace of execution, as stated in the Proposal. Depending on the rate selected, the Build proceeds at a steady, accelerated, or full-sprint pace, with the full-sprint pace aiming to complete the build within approximately twelve (12) months. Every Build includes documenting the processes built and enabling the Client's team to run them.
(c) Management Retainer. An ongoing monthly engagement, available after a Build, in which erakraft operates, maintains, and optimizes the systems built for the Client, and scopes and builds new projects as they arise. New projects under a Management Retainer are scoped and priced individually as stated in a Proposal or addendum.
3. Term
The term of each engagement is defined in the applicable Proposal. Sessions, milestones, and delivery dates are scheduled at mutually agreed times. Where an engagement runs for a fixed period, that period and its start date are stated in the Proposal. Monthly Build and Management Retainer engagements are committed quarter by quarter unless the Proposal states otherwise, and continue until either party ends the engagement in accordance with this Agreement.
3.1 Pause Policy
Unless the Proposal states otherwise, Client may pause a time-bound engagement once for up to two (2) weeks for an unavoidable situation (medical, family, or significant business emergency). Pauses must be requested in writing with reasonable notice, and the timeline extends by the duration of the pause. Pauses beyond two weeks, or additional pauses, require mutual written agreement and may be subject to re-scoping.
4. Fees and Payment
Fees, the payment schedule, and the currency for each engagement are stated in the applicable Proposal.
General payment terms, which apply unless the Proposal states otherwise:
Fees may be payable in full before kickoff or in installments, as set out in the Proposal.
Monthly Build and Management Retainer fees are billed monthly in advance, or quarterly in advance where the Client elects a quarterly arrangement.
Late payments accrue interest at one and one-half percent (1.5%) per month, or the maximum amount allowed by law, whichever is less.
Fees are non-refundable except as expressly provided in the applicable Proposal.
Recurring or retainer fees are not pro-rated upon cancellation.
Outstanding installment payments remain due unless erakraft has materially breached the Agreement.
4.1 Currency
Each Proposal states the currency for that engagement. Where fees are quoted in a stated currency, all payments under that Proposal are made in that currency unless otherwise agreed in writing.
4.2 Tool and Platform Costs
Many engagements require the Client to maintain subscriptions and usage with third-party tools and platforms (for example, field-service-management software, accounting software, and automation tools). Those accounts are owned and controlled by the Client and paid for directly by the Client to the relevant vendors. These costs are not included in erakraft's fees. The applicable Proposal will identify the categories of third-party tools an engagement is expected to require.
4.3 Expenses
Unless stated in the Proposal, erakraft's fees do not include out-of-pocket expenses such as travel and on-site visits. Any reimbursable expenses will be agreed in writing in advance.
5. Data Security and Client-Controlled Access
This Section is material to performance.
5.1 Least-Privilege, Client-Controlled Access
To build, configure, and maintain the Client's systems, erakraft may be granted access to the Client's tools, platforms, and data, using the minimum access necessary for the engagement, as defined in the applicable Proposal. Unless the Proposal states otherwise: (a) systems and integrations are built on the Client's own accounts, which the Client owns and controls; (b) the Client (or the Client's IT function) may modify or revoke any access granted to erakraft at any time through standard administrative tooling; and (c) on completion or termination of an engagement, erakraft's access to the Client's systems is removed except as expressly agreed for ongoing Management Retainer work.
5.2 Use of AI Tools
Where erakraft uses AI tools in the course of an engagement, it does not submit the Client's confidential customer, financial, or operational data to any external AI tool that would train on that data. Work involving the Client's real business data is performed within systems configured for that purpose, as described in the Proposal.
5.3 Vendor Compliance
Where an engagement relies on third-party infrastructure providers, erakraft selects providers that maintain industry-standard security certifications (such as SOC 2 Type II, ISO 27001, or GDPR compliance). erakraft does not warrant the security posture of any third-party vendor.
5.4 Client Representations and Warranties
Client represents and warrants that: (a) Client has all necessary rights, permissions, and authority to grant erakraft access to the data, tools, and systems involved in the engagement; (b) where any tool, account, or data is owned or controlled by a third party, Client is solely responsible for obtaining that party's authorization before access is granted, and will do so; (c) Client has reviewed any applicable acceptable-use, data-handling, or AI policies imposed on it, and will comply with them in all activities related to the engagement; (d) Client will not direct erakraft to perform any action that would violate any policy, contractual obligation, or applicable law; (e) Client will promptly notify erakraft in writing if its authorization or permissions change; and (f) the financial and operational information the Client provides for the Blueprint or any engagement is accurate and complete in all material respects.
5.5 erakraft's Responsibilities
erakraft will: (a) access and operate the Client's systems only within the scope defined in the Proposal; (b) provide reasonable written guidance on data-security best practices for the engagement; (c) decline to integrate any tool or data source for which the Client has not represented appropriate authorization; and (d) promptly return or destroy Client Confidential Information in its possession upon termination, except as required for legitimate business records or by law.
5.6 Regulated Industry Exclusion
erakraft's services are not designed for environments subject to HIPAA, ITAR, FedRAMP, or similar regulatory frameworks, unless the Proposal expressly addresses such requirements.
5.7 Limitation on Verification
erakraft does not independently audit or verify the Client's representations regarding authorizations, permissions, third-party policies, or the accuracy of financial information provided, and relies on those representations in good faith. A material misrepresentation is grounds for immediate termination under Section 11 and triggers the indemnification obligations under Section 10.
6. Confidentiality
This Section is central to the relationship. A Blueprint and Build require the Client to share the inner workings of its business, including its financials, operations, systems, pricing, customer information, and strategy. erakraft treats all of it as strictly confidential.
Each party will hold in confidence all non-public information disclosed by the other party ("Confidential Information"), including trade secrets, methodologies, frameworks, the Client's business, financial, operational, pricing, customer, and strategy information and configurations, and erakraft's methods and proprietary materials. Confidential Information includes information disclosed before the Effective Date in the course of discussions, discovery, or a Blueprint sales process, and information disclosed in any form, whether or not marked "confidential."
Each party will: (a) use the other party's Confidential Information solely to perform or receive the services under the engagement; (b) protect it with at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) limit access to those who need it to perform the engagement.
Neither party will disclose the other's Confidential Information to any third party without prior written consent, except: (a) to employees, contractors, or advisors with a legitimate need to know and bound by confidentiality obligations at least as protective as these; (b) where required by law, court order, or regulatory authority, with reasonable prior notice where legally permissible; (c) where the information is already publicly known through no fault of the receiving party; or (d) where the information is independently developed without reference to the other party's Confidential Information.
These obligations survive termination of this Agreement for a period of five (5) years, and indefinitely for any information that constitutes a trade secret for so long as it remains a trade secret under applicable law.
Upon termination or on written request, each party will return or destroy the other's Confidential Information in its possession, except for copies required for legitimate business records or by law, which remain subject to this Section.
6.1 Client Financials, Internal Systems, and Operations
erakraft will not disclose, publish, or reference the Client's financial information, internal systems, or general business operations to any third party, and will not use them in any case study, testimonial, marketing material, or public communication, unless the Client authorizes that use in advance and in writing. Any such authorization is limited to the specific information, format, and channels the Client approves in writing, is for case-study or marketing purposes only, and may be withdrawn by the Client for future use at any time. This obligation applies during the engagement and survives its termination. Where any other provision of this Agreement (including Section 7.3) would otherwise permit broader use, this Section 6.1 controls with respect to the Client's financials, internal systems, and business operations.
7. Intellectual Property and Ownership
7.1 Client-Owned Assets
Client owns, retains, and may use without restriction:
Any system, instance, or deliverable built on the Client's own accounts during the engagement;
The Client's custom configurations, documented processes, mapped workflows, and automation settings within the Client's own tools;
Any Blueprint, roadmap, report, audit, or other written deliverable produced for the Client; and
Any input data, knowledge-base documents, templates, or content the Client provided.
7.2 erakraft-Owned Assets
erakraft retains ownership of:
Its methodologies, frameworks, and the underlying structure of the Blueprint and Build;
Any master templates and reusable components used to create the Client's deliverables (the Client owns its specific instance; erakraft owns the underlying master and reusable components);
Generic templates, prompt libraries, and example workflows used across multiple clients; and
Aggregated, anonymized insights derived from engagements across all clients.
7.3 Mutual License Grants
(a) erakraft grants Client a perpetual, worldwide, royalty-free license to use erakraft's frameworks and methodologies within the Client's own business operations. (b) Client grants erakraft permission to use anonymized, aggregated outcome data for marketing purposes. erakraft will not use the Client's name, logo, image, or specific results without separate written consent, and any use of the Client's financials, internal systems, or business operations is governed by Section 6.1.
7.4 Third-Party-Owned Assets
This Agreement does not affect the ownership of any assets owned by a third party. Such assets remain the property of that third party, and the Client is solely responsible for ensuring their proper handling.
8. Performance Commitments
Any performance commitment or service-level term applicable to an engagement is set out in the applicable Proposal and is governed solely by the conditions stated there. Except as expressly stated in a Proposal, services are provided on a professional best-efforts basis, and erakraft does not guarantee any specific business result, revenue, sale, sale price, or valuation.
9. Limitation of Liability
To the maximum extent permitted by law, erakraft's total cumulative liability arising from or related to an engagement is limited to the total amount the Client paid erakraft under the applicable Proposal in the twelve (12) months preceding the claim.
erakraft is not liable for: (a) indirect, consequential, special, incidental, punitive, or exemplary damages; (b) lost profits, lost revenue, lost business opportunity, business interruption, or any failure to achieve a result, sale, sale price, or valuation; (c) damages caused by the Client's violation of any policy, applicable law, or third-party right; (d) damages caused by tool or platform failures, third-party service interruptions, vendor security incidents outside erakraft's control, or other events outside erakraft's reasonable control; or (e) outcomes resulting from the Client's misrepresentation of facts material to the engagement.
These limitations apply regardless of the theory of liability and even if erakraft has been advised of the possibility of such damages.
10. Indemnification
Client agrees to indemnify, defend, and hold harmless erakraft, its officers, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (a) the Client's violation of any policy, contractual obligation, or applicable law during or related to the engagement; (b) the Client's misrepresentation regarding authorization to use any data, tools, or systems, or regarding financial information provided; (c) the Client's use of any deliverable in violation of any policy, law, or third-party right; (d) any third-party claim against erakraft based on the Client's actions or representations; or (e) the Client's breach of any material provision of this Agreement.
11. Termination
11.1 Termination for Cause
Either party may terminate an engagement upon fourteen (14) days' written notice if the other party materially breaches the Agreement or applicable Proposal and fails to cure the breach within the notice period.
erakraft may terminate immediately if: (a) the Client breaches Section 5 (Data Security and Client-Controlled Access); (b) the Client materially misrepresents authorization, permissions, or financial information; or (c) erakraft determines in good faith that continuing would violate applicable law or pose unacceptable risk to either party.
11.2 Termination for Convenience
For a monthly Build or Management Retainer, either party may end the engagement effective at the close of the current committed quarter, on written notice given before that quarter ends. For any other engagement, the Client may terminate at any time. In all cases, fees already paid are non-refundable except as expressly provided in the applicable Proposal, and outstanding installment or committed-quarter payments remain due unless erakraft has materially breached.
11.3 Effect of Termination
Upon termination: (a) erakraft will return or destroy Client Confidential Information in its possession within thirty (30) days, except as permitted under Section 6; (b) the Client retains ownership of any deliverables produced before termination; (c) outstanding fees for services rendered become immediately due and payable; and (d) Sections 5 (residual obligations), 6, 7, 9, 10, and 12 survive termination.
12. General Provisions
12.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
12.2 Dispute Resolution. Any dispute will first be addressed through good-faith negotiation. If unresolved within thirty (30) days, it will be resolved by binding arbitration administered in Ontario, Canada, before a single arbitrator selected by mutual agreement.
12.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
12.4 No Waiver. A party's failure to enforce any provision does not waive its right to enforce that or any other provision later.
12.5 Assignment. Neither party may assign this Agreement without the other's prior written consent, except that erakraft may assign it in connection with a merger, acquisition, or sale of substantially all its assets.
12.6 Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, third-party platform service interruptions, or pandemics.
12.7 Entire Agreement. This Agreement, together with the applicable Proposal, constitutes the entire agreement between the parties regarding the engagement and supersedes all prior communications, written or oral.
12.8 Amendments. Modifications to this Agreement must be in writing and signed by both parties, except that erakraft may update this Agreement on a going-forward basis as described under Acceptance.
12.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.
12.10 Notices. Notices must be in writing and delivered by email to the addresses on the applicable Proposal, with delivery confirmation requested.
Acceptance
This Agreement is accepted by the Client by executing the related Proposal that references it. No separate signature on this Agreement is required.
By executing the Proposal, the Client acknowledges that they have read, understood, and agreed to all terms and conditions in this Agreement in their entirety. The Effective Date is the date the Client executes the Proposal.
erakraft may update this Agreement from time to time. Material changes apply only to engagements commenced after the changes are published. Engagements in flight remain governed by the version of this Agreement in effect on the Client's Effective Date.