MASTER SERVICE AGREEMENT (MSA)

AI-Driven WhatsApp Automation Services

This Master Service Agreement (“Agreement” or “MSA”) is entered into on the Effective Date by and between:

1. PARTIES

Service Provider:
Musak Leads Media, an Auto-Entrepreneur business duly organized under the laws of the Kingdom of Morocco, with its principal place of business in Tangier, Morocco (hereinafter referred to as the “Provider” or “Agency”).

AND

Client:
The legal entity or professional subscribing to the Provider’s services, including but not limited to dental clinics, law firms, real estate agencies, and e-commerce businesses (hereinafter referred to as the “Client”).

The Provider and Client may collectively be referred to as the “Parties” and individually as a “Party.”

2. PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to define the legal, technical, and operational framework governing the Provider’s delivery of AI-powered WhatsApp automation, conversational workflows, CRM integrations, lead qualification systems, appointment handling, and related digital automation services.

The services rendered under this Agreement constitute a technical Value-Added Service (Service à Valeur Ajoutée – SVA) designed to automate communications and operational workflows.

The Provider does not provide:

  • Medical advice,
  • Legal consultation,
  • Financial advice,
  • Real estate valuation services,
  • Professional regulated opinions,
  • Or any activity reserved to licensed professionals under Moroccan law.

The Client remains solely responsible for all regulated professional activities and all communications sent to its customers, patients, prospects, or users.

3. DEFINITIONS

For purposes of this Agreement:

3.1 “AI System”

Means any artificial intelligence model, automation engine, language model, workflow engine, or algorithm used in the provision of the Services, including but not limited to GPT-based systems and automated conversational agents.

3.2 “Data Controller”

Has the meaning assigned under Moroccan Law No. 09-08 and refers to the Client determining the purposes and means of processing personal data.

3.3 “Data Processor”

Has the meaning assigned under Moroccan Law No. 09-08 and refers to the Provider processing personal data on behalf of the Client.

3.4 “Third-Party Platforms”

Includes Meta Platforms (WhatsApp Cloud API), OpenAI, hosting providers, CRM systems, n8n, and any external infrastructure provider used for service delivery.

4. SCOPE OF SERVICES

The Provider may provide one or more of the following services:

  • AI-powered WhatsApp automation systems;
  • Automated appointment booking workflows;
  • CRM integrations;
  • Lead qualification and routing systems;
  • AI customer support assistants;
  • Automated reminders and notifications;
  • API integrations;
  • Workflow automation through n8n or equivalent systems;
  • Conversational AI implementation;
  • Reporting and analytics tools.

Specific deliverables, pricing, milestones, and implementation details shall be defined in separate Proposals, Statements of Work (“SOW”), invoices, or quotations incorporated into this Agreement by reference.

5. CLIENT RESPONSIBILITIES

The Client expressly agrees to:

  1. Provide accurate operational and business information;
  2. Review and validate all AI-generated outputs before transmission where required;
  3. Ensure compliance with all professional regulations applicable to its industry;
  4. Obtain all legally required customer consents;
  5. Obtain any mandatory CNDP authorizations or declarations prior to processing regulated personal data;
  6. Maintain internal procedures for human review where legally necessary;
  7. Ensure that no unlawful, misleading, defamatory, or prohibited content is transmitted using the Services.

The Client acknowledges that the Provider acts solely as a technical service provider and not as a regulated professional advisor.

6. AI OUTPUTS & HALLUCINATION DISCLAIMER

The Client acknowledges and accepts that artificial intelligence systems may generate:

  • inaccurate,
  • incomplete,
  • outdated,
  • misleading,
  • or fabricated outputs (“Hallucinations”).

Accordingly:

  1. AI-generated content is provided strictly as an assistance tool;
  2. The Provider does not guarantee the factual, medical, legal, commercial, or technical accuracy of AI outputs;
  3. The Client remains solely responsible for verifying all communications, recommendations, appointments, responses, documents, and information transmitted to end users;
  4. The Provider shall not be liable for damages arising from reliance on AI-generated outputs.

For medical and legal sectors specifically, the Client acknowledges that all communications affecting patients or clients must remain under the supervision and responsibility of a licensed professional.

7. DATA PROTECTION & CNDP COMPLIANCE

7.1 Regulatory Framework

The Parties agree to comply with:

  • Moroccan Law No. 09-08 relating to the protection of individuals with regard to the processing of personal data;
  • Applicable CNDP regulations;
  • Any applicable consumer protection obligations under Law No. 31-08.

7.2 Roles of the Parties

For purposes of personal data processing:

  • The Client shall act as the Data Controller;
  • The Provider shall act solely as the Data Processor processing data under the Client’s instructions.

The Client determines the purposes and legal basis of processing.

7.3 CNDP Authorization Obligations

The Client expressly acknowledges that:

  • processing health data,
  • legal case information,
  • identity documentation,
  • or sensitive personal data

may require prior authorization and/or declaration before the Commission Nationale de Contrôle de la Protection des Données à Caractère Personnel (CNDP).

The Client bears sole responsibility for:

  • obtaining required CNDP authorizations,
  • filing declarations,
  • securing user consent,
  • and maintaining lawful processing grounds.

The Provider may suspend services if the Client fails to demonstrate legal compliance.

7.4 International Data Transfers

The Client acknowledges and accepts that the Services may involve international processing and hosting through:

  • Meta Platforms (WhatsApp Cloud API),
  • OpenAI systems,
  • cloud infrastructure providers,
  • and related subcontractors.

Such processing may involve cross-border data transfers outside the Kingdom of Morocco.

The Client confirms that it has:

  • informed affected users where required,
  • obtained all legally required consents,
  • and completed any mandatory CNDP transfer authorization procedures.

The Provider shall implement commercially reasonable technical and organizational security measures but does not guarantee absolute cybersecurity immunity.

8. CONFIDENTIALITY

Each Party agrees to keep confidential all non-public business, technical, operational, legal, and commercial information disclosed during the relationship.

The confidentiality obligation survives termination of this Agreement for a period of five (5) years.

The Provider may reference the Client’s name and logo for portfolio purposes unless otherwise agreed in writing.

9. FEES, BILLING & NON-REFUND POLICY

9.1 Fees

The Client agrees to pay all fees specified in the applicable quotation, invoice, or Statement of Work.

Failure to pay may result in suspension or termination of Services.

9.2 Non-Refundable Fees

Due to the customized and technical nature of automation development services, the Client acknowledges and accepts that:

  • setup fees,
  • configuration fees,
  • milestone-based development fees,
  • API integration work,
  • workflow configuration,
  • n8n deployment,
  • prompt engineering,
  • AI training/configuration,
  • and technical implementation work

are strictly non-refundable once work has commenced.

Commencement of work includes:

  • technical setup,
  • workflow architecture,
  • API connection,
  • cloud provisioning,
  • prompt/system design,
  • or any development activity initiated by the Provider.

This clause is established in accordance with the principles of customized digital service execution under Moroccan Law No. 31-08.

10. THIRD-PARTY SERVICES & UPTIME DISCLAIMER

The Client acknowledges that the Services depend on external platforms and infrastructure including but not limited to:

  • Meta Platforms,
  • WhatsApp Cloud API,
  • OpenAI,
  • hosting providers,
  • internet service providers,
  • CRM platforms,
  • and automation tools.

The Provider does not guarantee uninterrupted availability of such third-party services.

Accordingly:

  • outages,
  • rate limits,
  • API interruptions,
  • infrastructure failures,
  • temporary suspensions,
  • latency,
  • or service degradation caused by third parties

shall not constitute:

  • a breach of contract,
  • professional negligence,
  • or grounds for damages against the Provider.

The Provider shall use commercially reasonable efforts to restore service continuity where possible.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by Moroccan law:

  1. The Provider shall not be liable for:
    • indirect damages,
    • loss of profits,
    • reputational harm,
    • data loss,
    • business interruption,
    • missed appointments,
    • regulatory fines caused by Client misuse,
    • or consequential damages.
  2. The Provider’s total aggregate liability arising from or related to this Agreement shall not exceed the total amount paid by the Client to the Provider during the three (3) months preceding the event giving rise to the claim.
  3. The Client expressly waives any claim exceeding this limitation.

12. INDEMNIFICATION

The Client agrees to indemnify and hold harmless the Provider against any claims, damages, penalties, investigations, or liabilities arising from:

  • unlawful use of the Services;
  • lack of CNDP authorization;
  • unauthorized processing of personal data;
  • misleading communications;
  • professional malpractice by the Client;
  • or violations of applicable sector regulations.

13. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing:

  • the Provider retains ownership of its proprietary systems, workflows, prompts, automation architecture, templates, methodologies, and technical know-how;
  • the Client retains ownership of its business data, trademarks, and customer content.

Custom developments remain licensed to the Client for internal business use only.

14. TERM & TERMINATION

This Agreement remains in effect until terminated by either Party.

Either Party may terminate:

  • upon thirty (30) days written notice; or
  • immediately in case of material breach.

The Provider may suspend services immediately for:

  • non-payment,
  • unlawful use,
  • regulatory risk,
  • abuse of the system,
  • or cybersecurity concerns.

Termination does not relieve the Client from outstanding payment obligations.

15. FORCE MAJEURE

Neither Party shall be liable for delays or failures caused by events beyond reasonable control including:

  • cyberattacks,
  • governmental restrictions,
  • telecommunications failures,
  • internet outages,
  • API disruptions,
  • strikes,
  • natural disasters,
  • war,
  • pandemics,
  • or force majeure events recognized under Moroccan law.

16. GOVERNING LAW & JURISDICTION

This Agreement shall be governed exclusively by the laws of the Kingdom of Morocco.

Any dispute arising from or relating to this Agreement shall fall under the exclusive jurisdiction of the competent courts of Tangier.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, representations, or agreements relating to its subject matter.

Any amendment must be made in writing and signed by both Parties.