Master Services Agreement
This Master Services Agreement (“Agreement”) governs all Statements of Work (“SOW”) between IRent Agency Inc. (“IRent”, “we”, “us”) and the client identified in an SOW (“Client”, “you”).
1. Scope; SOWs
We will provide the services described in one or more SOWs (e.g., policy/MCC reviews, review pack assembly, test orders, go-live/ramp oversight, weekly tie-out, and payout routing advisory). If there is a conflict, the SOW controls for that engagement; otherwise this Agreement controls.
2. Fees & Payments
- Standard model: 10% revenue share on eligible processed gross (defined in the SOW). Optional $500/month retainer for enhanced operations.
- Invoices are due net 7 days unless the SOW states otherwise. Late amounts accrue 1.5% per month (or the maximum lawful rate).
- Taxes are additional. You are responsible for your own platform/PSP fees, reserves, chargebacks, and penalties.
3. Client Obligations
- Provide accurate and complete information, including KYC records, product catalogs, supplier proofs, and operational SLAs.
- Operate in compliance with applicable laws and platform policies; ship on time; maintain ≥30-day refunds and tracking ≤24h.
- Respect the Acceptable Use Policy (AUP) and excluded categories (e.g., adult, gambling, CBD, high-risk supplements, sanctioned regions).
4. IP & Deliverables
- Client Materials remain yours. You grant IRent a non-exclusive license to use them to perform the Services.
- IRent Materials (templates, playbooks, dashboards, know-how) remain IRent’s. Upon full payment, Client gets a non-exclusive, non-transferable license to use project deliverables for its internal business.
5. Confidentiality
Each party will protect the other’s Confidential Information and use it only to perform this Agreement. This section does not restrict disclosures required by law with reasonable notice.
6. Data Protection
To the extent IRent processes personal information on Client’s behalf, the Data Processing Addendum (DPA) forms part of this Agreement.
7. Compliance & KYC
IRent operates under dual KYC (owner + brand) and will not sell or rent accounts. If a platform review fails, the program does not launch.
8. Warranties & Disclaimers
- Each party warrants it has authority to enter this Agreement.
- IRent provides services in a professional and workmanlike manner, but does not warrant specific outcomes (e.g., approvals, reserve levels, payout timing).
- Disclaimer: Except as stated, services are “AS IS”. IRent disclaims implied warranties (merchantability, fitness, non-infringement).
9. Indemnity
Client will indemnify, defend, and hold harmless IRent from third-party claims arising from Client products, websites, representations, or non-compliance. IRent will indemnify Client for third-party claims alleging that IRent-owned materials used as delivered infringe IP, excluding combinations or Client changes.
10. Limitation of Liability
No indirect or consequential damages. IRent’s aggregate liability in any 12-month period will not exceed the amounts paid by Client to IRent under the applicable SOW in that period. These limits do not apply to willful misconduct or unpaid fees.
11. Term; Termination
- This Agreement begins on the Effective Date and continues until terminated. Either party may terminate an SOW for material breach not cured within 15 days after written notice.
- Upon termination, Client will pay for Services performed and non-cancelable commitments. Certain sections survive (fees due, IP, confidentiality, data protection, liability, law/venue).
12. Publicity
IRent may list Client’s name and logo in a customer list unless you opt out by email. Case studies require mutual written consent.
13. Governing Law; Venue
This Agreement is governed by the laws of the Province of Quebec and applicable federal laws of Canada. Forum: courts located in Montreal, Quebec.
14. General
Assignment needs consent (not unreasonably withheld) except to a successor in connection with a merger or sale. Notices: in writing to the addresses provided. If any provision is unenforceable, the rest remains in effect.