📜 MASTER SERVICES AGREEMENT (MSA)
Between:
YTS-AGENTS, registered in France (SIRET No. 411113731), with its principal office at 2 Allée des Bosquets, 94800 Villejuif/Paris, France, and operational office in Istanbul, Türkiye (hereinafter referred to as “Service Provider” or “YTS-Agents”)
and
[CLIENT COMPANY NAME], a company organized and existing under the laws of [Country], with its principal place of business at [Address] (hereinafter referred to as “Client”).
Effective Date: [Insert Date]
Agreement Number: [Auto-Generated by CRM]
Version: 1.0
1. PURPOSE AND SCOPE
This Master Services Agreement (hereinafter “Agreement”) governs the relationship between YTS-Agents and the Client regarding the provision of AI-Powered Business Workflow Automation, consulting, development, integration, support, and related digital services.
Each individual engagement, project, or deliverable will be further defined in a Statement of Work (SOW), which, upon execution by both Parties, shall be incorporated into this Agreement and form part hereof.
2. DEFINITIONS
| Term | Definition |
| Services | All professional services provided by YTS-Agents under this Agreement or any SOW, including consulting, automation development, data integration, system configuration, and support. |
| Deliverables | Tangible or digital outputs produced by YTS-Agents, including automation scripts, dashboards, documentation, and AI configurations. |
| SOW (Statement of Work) | A written document describing project-specific scope, milestones, deliverables, schedule, and pricing. |
| Confidential Information | Any non-public data, business process, document, or communication disclosed by either Party. |
| Effective Date | The date on which this Agreement is signed by both Parties. |
| Party / Parties | YTS-Agents and/or the Client, collectively or individually. |
| Annexes | Supplementary documents incorporated into this Agreement (Annex A–F). |
3. TERM AND DURATION
This Agreement becomes effective as of the Effective Date and remains valid for three (3) years, unless terminated earlier in accordance with Section 17 below.
It automatically renews for successive one-year periods unless either Party gives written notice of non-renewal at least thirty (30) days prior to the current term’s expiration.
4. SERVICES AND STATEMENTS OF WORK (SOWs)
4.1 YTS-Agents shall perform the Services described in each executed SOW.
4.2 Each SOW shall specify:
- Objectives and deliverables;
- Timelines and milestones (Annex A);
- Pricing and payment schedule;
- Acceptance criteria (Annex B);
- KPI targets (Annex C);
- Change-control procedure (Annex D).
4.3 No work shall commence until the SOW is signed by both Parties.
5. CHANGE MANAGEMENT
5.1 Any modification to scope, deliverables, or timing shall be requested through a written Change Request Form (Annex D).
5.2 Each approved change shall detail cost impact, revised timeline, and resource adjustments.
5.3 YTS-Agents shall not be obliged to implement any change until both Parties approve it in writing.
6. ACCEPTANCE OF DELIVERABLES
6.1 Deliverables shall be deemed accepted upon the Client’s written confirmation that acceptance criteria (Annex B) are met.
6.2 If defects are identified, Client shall provide written notice within ten (10) business days.
6.3 YTS-Agents shall remedy any validated non-conformities within a reasonable time.
6.4 If no objection is raised within the above period, Deliverables are deemed accepted by default.
7. PAYMENT TERMS
| Term | Description |
| Currency | EUR (for EU Clients) or TRY (for Türkiye-based Clients) |
| Invoices | Issued according to SOW milestones or monthly retainers |
| Payment Due | 15 calendar days from invoice date |
| Late Payment | 1.5% monthly interest on overdue amounts |
| Deposit | Typically 50% of project value upon signature |
| Taxes | Prices exclude VAT; Client is responsible for applicable taxes |
7.1 All payments shall be made via bank transfer to the account specified on the invoice.
7.2 YTS-Agents may suspend Services in the event of payment delay exceeding 15 days.
8. EXPENSES
Out-of-pocket expenses (travel, lodging, third-party licenses) will be pre-approved by the Client and reimbursed at cost with supporting documentation.
9. INTELLECTUAL PROPERTY RIGHTS (IPR)
9.1 Ownership by Client: Upon full payment, all Deliverables created specifically for the Client shall become the Client’s property, excluding pre-existing tools and frameworks.
9.2 Ownership by YTS-Agents: All proprietary methodologies, AI models, templates, and automation frameworks developed prior to or independently of this Agreement remain YTS-Agents’ exclusive property.
9.3 License Grant: YTS-Agents grants Client a non-exclusive, non-transferable, worldwide license to use such proprietary components solely for internal business operations.
9.4 Third-Party Software: Any open-source or third-party software used is governed by its respective license terms.
10. CONFIDENTIALITY
10.1 Each Party shall keep all Confidential Information strictly confidential and use it only for the performance of this Agreement.
10.2 Confidentiality obligations survive five (5) years after termination.
10.3 Exceptions include information that is public, independently developed, or legally required to be disclosed.
11. DATA PROTECTION & PRIVACY
11.1 Both Parties agree to comply with applicable data protection laws, including GDPR (EU) and KVKK (Türkiye).
11.2 YTS-Agents acts as Data Processor when processing data on behalf of the Client.
11.3 The detailed Data Processing Agreement (DPA) is attached as Annex E.
11.4 Each Party shall implement technical and organizational measures (encryption, access control, secure backups) to safeguard personal data.
12. WARRANTIES
YTS-Agents warrants that:
- Services shall be performed with reasonable care and skill, by qualified personnel;
- Deliverables shall conform to agreed specifications at acceptance date;
- It holds all necessary rights to provide the Services.
No other warranties, express or implied, including merchantability or fitness for purpose, are provided.
13. SERVICE LEVELS & PERFORMANCE
| Metric | Description | Target |
| Workflow Uptime | Availability of automation workflows | ≥ 99.5 % |
| Incident Response Time | Time to acknowledge critical issues | ≤ 1 hour |
| Resolution Time | Time to fix Level 1 incidents | ≤ 4 hours |
| Monthly Reporting | KPI performance summary (Annex C) | Delivered by 5th of next month |
Failure to meet service levels for two consecutive months triggers a corrective-action review.
14. LIMITATION OF LIABILITY
14.1 Total liability of YTS-Agents under this Agreement shall not exceed the total amount paid by the Client for the specific SOW giving rise to the claim.
14.2 YTS-Agents shall not be liable for indirect, incidental, or consequential damages, loss of profit, or data loss.
14.3 These limitations do not apply in cases of fraud, gross negligence, or willful misconduct.
15. INDEMNIFICATION
Each Party agrees to indemnify and hold the other harmless against any third-party claim arising from its own negligence, breach of law, or IP infringement, provided prompt written notice is given and the defending Party controls the defense.
16. COMPLIANCE WITH LAWS
Both Parties shall comply with all applicable local, national, and international laws, including export control, anti-bribery (UK Bribery Act, FCPA), GDPR/KVKK, and cybersecurity regulations.
17. TERMINATION
17.1 Termination for Convenience
Either Party may terminate this Agreement or any SOW with thirty (30) days’ written notice.
17.2 Termination for Cause
Either Party may terminate immediately upon written notice if:
- The other Party materially breaches this Agreement and fails to cure within 15 days;
- Insolvency, bankruptcy, or liquidation proceedings are initiated.
17.3 Consequences of Termination
- All accrued fees become immediately payable.
- YTS-Agents shall deliver all work completed up to termination.
- Sections 9 (IPR), 10 (Confidentiality), 11 (Privacy), 14 (Liability), and 17.3 survive termination.
18. FORCE MAJEURE
Neither Party shall be liable for delays caused by events beyond reasonable control (natural disasters, cyberattacks, pandemics, power failures).
Obligations are suspended for the duration of the event. If such event exceeds 60 days, either Party may terminate without penalty.
19. NON-SOLICITATION
Client agrees not to solicit or hire any YTS-Agents employee or subcontractor involved in the project during the term of the Agreement and for twelve (12) months thereafter. Breach incurs a fee equal to six (6) months of the employee’s annual compensation.
20. AUDIT RIGHTS
Upon ten (10) days’ notice, the Client may audit YTS-Agents’ compliance with data protection and service obligations, not more than once per year.
Audits must not disrupt normal operations and remain subject to confidentiality.
21. INSURANCE
YTS-Agents shall maintain:
- Professional indemnity insurance (€1,000,000 per claim)
- Cyber-risk insurance (€500,000 coverage)
- General liability insurance as required by law.
Certificates available upon request.
22. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed under French law.
For Clients based in Türkiye, Turkish law may apply upon mutual written consent.
Any dispute shall be subject to the exclusive jurisdiction of the Commercial Court of Paris, or Istanbul Commercial Courts for Türkiye-based contracts.
23. DISPUTE RESOLUTION
Parties shall first attempt amicable settlement within fifteen (15) business days after written notice of dispute.
If unresolved, the matter may be referred to mediation before proceeding to court.
Mediation costs are shared equally.
24. ASSIGNMENT AND SUBCONTRACTING
YTS-Agents may subcontract portions of Services to qualified freelancers or partners, remaining fully responsible for performance.
Client may not assign this Agreement without prior written consent.
25. ENTIRE AGREEMENT
This Agreement, including all executed SOWs and Annexes, constitutes the entire understanding between the Parties and supersedes all prior oral or written communications.
26. AMENDMENTS
Any amendment must be in writing and signed by authorized representatives of both Parties.
27. SEVERABILITY
If any clause is held invalid by a competent authority, the remainder shall remain in full force and effect.
28. NOTICES
All notices shall be in writing and delivered by registered mail or email with delivery confirmation to the addresses below:
| Party | Contact | |
| YTS-Agents | Legal Department | legal@yts-agents.com |
| Client | [Client Representative Name] | [Email Address] |
29. COUNTERPARTS & ELECTRONIC SIGNATURE
This Agreement may be executed in counterparts and via electronic signature platforms (e.g., DocuSign), each of which shall be deemed an original and legally binding.
30. ANNEXES (Integral Parts)
| Annex | Title |
| Annex A | Detailed Timeline & Work Breakdown Structure (WBS) |
| Annex B | Acceptance Test & Delivery Checklist |
| Annex C | KPI Targets & Reporting Metrics |
| Annex D | Change Request Log |
| Annex E | Data Processing Agreement (DPA) – GDPR/KVKK Compliance |
| Annex F | Refund & Returns Policy |
31. SIGNATURES
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
| For YTS-Agents | For Client |
| ___________________________ | ___________________________ |
| Name: Yaşar Tezeren | Name: [Authorized Representative] |
| Title: Founder & Managing Director | Title: [Title] |
| Date: [Date] | Date: [Date] |
| Signature: | Signature: |
✅ LEGAL NOTES:
- Designed for B2B use (startups, SMEs, enterprise clients).
- Fully compatible with AI-Agents automation projects and your annex system.
- Enforceable under EU and Turkish jurisdiction.
- Includes data privacy, intellectual property, refund, KPI, and termination clauses to protect YTS-Agents comprehensively.
📘 ANNEX A — Detailed Timeline & Work Breakdown Structure (WBS)
Purpose:
To define in measurable, trackable form all project phases, milestones, deliverables, responsible parties, and expected completion dates.
A1. Project Overview
| Field | Description |
| Project Title | [Insert Project Name] |
| Reference | [MSA No. / SOW No.] |
| Objective | [Brief description of the project goals and automation scope] |
| Start Date | [DD/MM/YYYY] |
| End Date | [DD/MM/YYYY] |
| Version | 1.0 |
A2. Work Breakdown Structure
| Phase No. | Phase / Task Name | Detailed Description | Responsible Role | Tool / Platform | Start Date | End Date | Deliverable | Acceptance Criteria |
| 1 | Discovery & Analysis | Workflow audit, data collection | YTS-Agents Consultant | n8n, GHL | Needs Assessment Report | Approved by Client | ||
| 2 | Solution Design | Define automation logic, triggers, API schemas | Automation Architect | n8n, API Docs | Architecture Blueprint | Sign-off by Client | ||
| 3 | Development | Build & test automations | DevOps | n8n | Tested Workflow | QA validation | ||
| 4 | Integration & UAT | Integrate with CRM, ERP, or email systems | Integration Lead | GoHighLevel, API | Integration Log | UAT Pass | ||
| 5 | Go-Live | Deploy production workflows | Project Manager | n8n | Deployment Summary | Live confirmation | ||
| 6 | Training & Handover | Client training, admin handover | Consultant | GHL | Training Manual | Attendance & sign-off |
A3. Milestones & Payments
| Milestone | Deliverable | Due Date | Payment Trigger | Amount (€) | Client Approval Date |
| M1 | Analysis complete | DD/MM | Project start | 20 % | |
| M2 | Prototype ready | DD/MM | Design approval | 30 % | |
| M3 | Deployment live | DD/MM | Go-Live | 40 % | |
| M4 | Final acceptance | DD/MM | Handover | 10 % |
A4. Dependencies & Assumptions
- Client provides access credentials and data by [date].
- Third-party API limits or rate quotas may affect timelines.
- Any client-caused delay extends schedule proportionally.
A5. Change Control Reference
All modifications to this schedule must be recorded in Annex D – Change Request Log.
📗 ANNEX B — Acceptance Test Checklist
Purpose:
To ensure the Client validates that deliverables meet the functional, technical, and performance specifications before final acceptance.
B1. Acceptance Process
- Delivery Notification – YTS-Agents submits Deliverables.
- Client Review Period – 10 business days.
- Defect Report – Client lists non-conformities (if any).
- Remediation – YTS-Agents corrects defects within agreed timeframe.
- Acceptance Certificate – Signed upon satisfaction of all criteria.
B2. Test Checklist
| Category | Test Item | Expected Result | Actual Result | Pass/Fail | Comments |
| Functional | Workflow triggers execute as designed | Trigger fires correctly | |||
| Data Flow | Data passes between systems (CRM ↔ ERP) | Accurate sync | |||
| Security | Access rights enforced | Unauthorized access blocked | |||
| Performance | Response time < 2 s | Meets KPI | |||
| UI/UX | Dashboards display metrics correctly | Visual validation | |||
| Documentation | User manual delivered | Verified |
B3. Acceptance Certificate
We, the undersigned, hereby confirm that all Deliverables listed above meet the acceptance criteria and are approved for final handover.
| Client Representative | Date | Signature |
| YTS-Agents Representative | Date | Signature |
📙 ANNEX C — KPI Targets & Reporting Metrics
Purpose:
To define quantifiable success indicators measuring the performance and ROI of the delivered automation system.
C1. General Metrics
| KPI | Definition | Target | Measurement Tool | Frequency | Responsible |
| Process Automation Coverage | % of total processes automated | ≥ 60 % after 6 mo | n8n Logs + BI | Monthly | PM Office |
| Cycle-Time Reduction | Efficiency improvement | 40–70 % | KPI Dashboard | Monthly | Client + YTS |
| Error Reduction | % fewer manual errors | ≥ 90 % | QA Reports | Monthly | QA Mgr |
| Automation ROI | Cost savings vs investment | ≥ 150 % / 12 mo | Finance Reports | Quarterly | CFO |
| Uptime | Workflow availability | ≥ 99.5 % | Monitor | Daily | DevOps |
C2. Departmental KPIs
(See detailed KPI matrix attached separately if needed.)
C3. Reporting Obligations
- Monthly performance dashboard delivered by 5th business day.
- Quarterly executive summary reviewing ROI, KPIs, and improvement roadmap.
- KPI deviations > 10 % trigger corrective-action review.
📒 ANNEX D — Change Request Log
Purpose:
To formally record and approve all modifications to project scope, budget, or timeline.
D1. Change Request Form
| Field | Description |
| CR No. | [Sequential number] |
| Date Submitted | [DD/MM/YYYY] |
| Requested By | [Name / Role] |
| Description of Change | [Detailed summary] |
| Reason / Justification | [Why change is needed] |
| Impact on Scope | [Describe increase/decrease] |
| Impact on Timeline | [+/– days] |
| Impact on Cost | [€ amount] |
| Decision Status | Approved / Rejected / Deferred |
| Signatures | Client & YTS-Agents Authorized Reps |
D2. Change Log Table
| CR No. | Description | Approved By | Date | Cost Impact | Time Impact | Status |
| 001 | Add Slack integration | Client / PM | 12-03-25 | +€ 600 | +5 days | Approved |
📔 ANNEX E — Data Processing Agreement (DPA)
Purpose:
To define obligations for GDPR & KVKK compliance when YTS-Agents processes personal data on behalf of the Client.
E1. Roles
- Controller: Client
- Processor: YTS-Agents
- Sub-processors: Verified vendors (OpenAI, Jasper.ai, GoHighLevel, AdCreative.ai, Google Cloud, etc.)
E2. Processing Details
| Element | Description |
| Nature & Purpose | Business workflow automation, analytics, and AI-based optimization |
| Data Subjects | Client employees, customers, suppliers |
| Data Types | Name, email, CRM data, log files, performance metrics |
| Processing Duration | Duration of contract + 12 months archival |
E3. Obligations of YTS-Agents
- Process only under documented Client instructions.
- Maintain confidentiality for all personnel.
- Implement security per ISO 27001 standards.
- Maintain breach-response procedures (notify within 48 h).
- Assist Client with data-subject requests.
- Delete or return all personal data upon termination.
- Keep records of processing activities (Art. 30 GDPR).
E4. Sub-Processing
YTS-Agents may engage approved sub-processors listed in Appendix E1, ensuring GDPR-compliant Data Processing Addenda (DPAs) and Standard Contractual Clauses (SCCs).
E5. Audit Rights
Client may audit once per year with 10-day notice, subject to confidentiality and minimal disruption.
E6. International Transfers
Transfers outside EEA/Türkiye follow SCCs or adequacy decisions.
E7. Liability & Indemnity
Each Party is liable for breaches of its respective data-protection obligations.
E8. Contact
Data Protection Officer (DPO): privacy@yts-agents.com
📕 ANNEX F — Refund & Returns Policy
Purpose:
To define financial fairness rules for cancellation, refund, and non-delivery scenarios.
F1. Refund Eligibility
- Non-delivery within 30 business days → Partial / Full Refund.
- Duplicate Payment → 100 % refund within 10 days.
- Technical Error → Full correction or refund.
F2. Non-Refundable
- Work already started or delivered.
- Client delays or cancellations after kickoff.
- Third-party license costs (OpenAI, GHL, Jasper.ai, etc.).
F3. Refund Procedure
- Submit written request to billing@yts-agents.com.
- Acknowledge in 3 days; decision in 15 days.
- Refund processed via original method within 10 days of approval.
F4. Currency & Fees
Refunds made in EUR / TRY; net of bank or conversion fees.
F5. Dispute Resolution
Handled under Article 22 of the MSA (French / Turkish jurisdiction).
🗂 Signature Block for Annexes
Each annex is binding when initialed by both Parties and referenced in the applicable SOW.
| Annex | Client Initials | YTS-Agents Initials | Date |
| A | |||
| B | |||
| C | |||
| D | |||
| E | |||
| F |
✅ LEGAL NOTES
- Fully compatible with the previously drafted MSA.
- Complies with EU, French, and Turkish commercial laws.
- Ready for DOCX, PDF, or WordPress legal-page integration.
- Protects YTS-Agents against scope creep, data breaches, and refund abuse.
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