MSA

Master Services Agreement

Codedevza AI Ltd

Version: 4.3.2
Effective Date: 01 June 2025

This Master Services Agreement sets out the terms on which Codedevza AI Ltd provides consulting, software development, AI engineering, data integration, hardware deployment, and related services. It applies to all current and future engagements between Codedevza AI Ltd and the Client.

1. Parties

Codedevza AI Ltd
A company registered in England and Wales
Company Number: 16485057
Registered Office: Covent Garden, London, United Kingdom
ICO Registration: ZB905842
Email: hello@codedevza.co.uk
Website: https://codedevza.co.uk

Referred to as “Codedevza AI”.

The organisation purchasing or using services is referred to as “the Client”.

2. Structure of Agreement

2.1 Purpose of Agreement

This Agreement establishes the legal, operational, and commercial framework for all services Codedevza AI provides. It defines responsibilities, rights, limitations, and processes to ensure consistent, accountable, and secure delivery of work.

2.2 Applicability

This MSA applies to:

All Statements of Work
All advisory, consulting, and analysis engagements
All software development, AI models, digital platforms, and integrations
All hardware devices, IoT sensors, installations, and firmware
All support, onboarding, post-delivery services, and maintenance
Any form of collaboration, regardless of medium or contract format

2.3 Statements of Work

For each engagement, Codedevza AI may issue a Statement of Work (SOW) that defines:

Objectives and deliverables
Timelines and milestones
Acceptance criteria
Pricing and billing structure
Assumptions and prerequisites
Responsibilities of both parties

The SOW supplements and references the MSA.

If the SOW contradicts the MSA, the SOW prevails only where explicitly stated.

2.4 Engagement Without a Formal SOW

The following acts constitute acceptance of this MSA:

Approving a proposal or quotation
Paying an invoice
Issuing a purchase order
Requesting work via email, message, or meeting
Accessing or deploying software or hardware
Participating in onboarding or support
Using any deliverables, systems, or code

The Client cannot claim unfamiliarity with the MSA.

2.5 Acceptance of Online Policies

By engaging Codedevza AI, the Client automatically accepts all policies published on:

https://codedevza.co.uk

Including:

Privacy Policy
Terms of Use
Cookie Policy
Data Processing Agreement
Sustainability and ESG Policy
Modern Slavery Policy
Hardware Warranty & Liability Disclaimer
Any future policies that Codedevza AI publishes

These policies form part of the contract and apply to all services, deliverables, and interactions.

2.6 Policy Updates

Codedevza AI may update any policy, provided it remains consistent with legal standards. Continued use of services constitutes acceptance of updated policies.

3. Services

Codedevza AI provides a wide range of technical, advisory, operational, and engineering services, including:

3.1 Consulting and Advisory

ESG strategy
Data governance
Operational analysis
System assessments
Portfolio-level performance mapping
Recommendations for digital infrastructure

3.2 Software and Platform Development

Bespoke software
SaaS platforms
Digital workflow systems
Sustainability and ESG platforms
PropTech and FM applications

3.3 AI Engineering and Automation

Machine learning models
Predictive analytics
AI-based verification
Natural language processing
Intelligent automation tools
Behavioural and environmental modelling

3.4 Integrations and Ecosystem Development

CAFM, BMS, IoT, Waste, Energy integrations
API connections
Unified data layers and schemas
System architecture design

3.5 Hardware and IoT Deployments

RFID systems
Sensors and gateways
Firmware and communication logic
Installation, calibration, and testing

3.6 Support and Maintenance

Bug fixes
Performance reviews
Patches and updates
Documentation and admin support
Ongoing operational assistance

Codedevza AI may use subcontractors as needed but remains responsible for service quality.

4. Client Responsibilities

The Client agrees to:

4.1 Provide Accurate and Complete Information

Codedevza AI relies on the Client to provide:

Access credentials
Building data
ESG inputs
Operational details
Photos, documents, diagrams
Existing integrations and workflows

Codedevza AI is not liable for errors caused by inaccurate client data.

4.2 Provide Timely Access

The Client must ensure timely access to:

Systems
Facilities
Technical teams
Data owners
Third-party vendors

Delays extend timelines and may incur additional costs.

4.3 Maintain Responsible Use

The Client must:

Ensure authorised use only
Maintain internal cybersecurity
Manage user permissions
Avoid modification of deliverables
Protect hardware from damage

4.4 Provide safe working environments

If physical installation or on-site work is required, the Client must provide:

Safe access
Permissions
Compliance with building regulations
Protection during installation

5. Intellectual Property & Licensing

This is the strongest version available.

5.1 Ownership

Codedevza AI owns all intellectual property, including but not limited to:

Source code
Compiled code
Models and training pipelines
Prompts and prompt architecture
Data models, schemas, and transformations
UI elements, workflows, dashboards
Integration logic, cross-system connectors
Firmware, antenna logic, sensor protocols
Templates, scripts, tools, reusable modules
Documentation
Improvements and derivative works

Ownership never transfers to the Client without a separate, signed IP Assignment Agreement.

5.2 Licence to Use

The Client receives a perpetual, non-exclusive, non-transferable, non-sublicensable licence to use all deliverables internally.

The Client may not:

Modify
Distribute
Resell
White-label
Reproduce
Repurpose for competing products
Reverse-engineer

unless approved in writing.

5.3 Custom Work

Even if labelled “custom,” Codedevza AI retains ownership unless the SOW includes a written transfer.

5.4 Derivative Works

All enhancements, updates, and extensions remain Codedevza AI property even if they were funded by the Client.

5.5 Third-Party Components

The Client agrees to comply with all relevant licences.

Codedevza AI is not responsible for third-party licensing restrictions.

6. Payments

6.1 Invoicing

Invoices are due within 7 days unless otherwise specified.

6.2 Non-Payment

Codedevza AI may:

Pause work
Suspend access
Withhold deliverables
Terminate the agreement

6.3 No Refunds

There are no refunds for:

Development services
Consulting services
Hardware
AI or model outputs
Platform licences

6.4 Expenses

The Client must reimburse travel, accommodation, procurement, and third-party costs if applicable.

7. Change Control

Any change in scope, features, timeline, or assumptions requires a Change Order.

Additional fees may apply.

8. Confidentiality

Both parties must keep confidential:

Business strategies
Data, documents, reports
Technical details and architecture
Discussions and proposals
Source code and models

This obligation survives termination permanently.

9. Data Protection

Codedevza AI complies with:

UK GDPR
Data Protection Act 2018
ICO requirements

Where Codedevza AI acts as a Processor, the Data Processing Agreement (DPA) applies.

If any personal data incident occurs, Codedevza AI will:

Investigate immediately
Notify affected clients where required
Notify the ICO where legally required

10. Warranties

Codedevza AI warrants:

Services will be performed with reasonable skill and care
Deliverables will materially meet SOW specifications

Codedevza AI does not warrant:

Error-free results
Absence of bugs
Continuous uptime
Accuracy of environmental estimates
Accuracy of client-supplied or third-party data
Accuracy of AI-driven predictions
Outcome-based performance

11. Hardware Terms

If hardware is provided:

Warranty applies only to manufacturing defects
Damage from weather, misuse, movement, electrical surges, or unauthorised tampering is excluded
Codedevza AI does not cover consequential or indirect damage
The Client assumes responsibility for physical environment conditions

12. Limitation of Liability

To the fullest extent permitted by law:

12.1 Exclusions

Codedevza AI is not liable for:

Loss of profits
Loss of revenue
Loss of data
Loss of opportunity
Indirect damage
Business interruption
ESG reporting errors
AI prediction inaccuracies
IoT or sensor variability
Third-party outages
Client misuse
Incorrect inputs
Poor installation conditions

12.2 Liability Cap

Total liability is limited to the fees paid in the preceding 6 months.

12.3 Data Accuracy

The Client cannot sue Codedevza AI for:

AI model behaviour
Inconsistent sensor readings
Predictive insights
Estimates based on environmental datasets
ESG calculations influenced by external sources

13. Indemnity

13.1 Client Indemnity

The Client indemnifies Codedevza AI for claims arising from:

Misuse of deliverables
Unauthorised access
Incorrect Client data
Security breaches caused by the Client
Third-party disputes
Violations of law caused by Client behaviour

13.2 Codedevza AI Indemnity

Codedevza AI indemnifies the Client only for direct copyright or IP infringement caused solely by Codedevza AI deliverables.

14. Term and Termination

14.1 Term

This MSA remains active until terminated.

14.2 Termination for Convenience

Either party may terminate with 30 days written notice.

14.3 Termination for Breach

Immediate termination is permitted for:

Non-payment
Material breach
Illegal activity
Security risks
Violation of policies

14.4 Effect of Termination

Upon termination:

All outstanding fees become immediately due
Client loses access to non-paid deliverables
Licences continue only where fees are fully paid

15. Governing Law

This Agreement is governed exclusively by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction.

16. Notices

Send to:

Codedevza AI Ltd
Covent Garden, London, United Kingdom
Email: hello@codedevza.co.uk

17. Entire Agreement

This Agreement, all SOWs, and all online policies together form the entire agreement and supersede prior agreements or discussions.