Master Services Agreement

1. Parties and Definitions

This Master Services Agreement ("MSA" or "Agreement") is entered into between:

• Provider: Eniteo AI OÜ, a company being incorporated in Estonia (OÜ — Osaühing), registered office in Tallinn, Estonia — hereafter "Eniteo".
• Client: the legal entity or professional identified in the Order Form — hereafter "Client".

In this MSA, the following terms have the meaning set out below:

• "Services": the Eniteo AI SaaS platform and all features included in the plan agreed in the Order Form, including AEO/GEO scoring, AI content generation, domain analysis, citation monitoring and knowledge base builder.
• "Order Form" (OF): a separate document signed by both Parties specifying plan, pricing, term and special conditions.
• "Client Content": all data, text, business information and materials uploaded by the Client to the platform.
• "Generated Content": articles, answers, questions, schema markup and other outputs created by the platform using Client Content.
• "Documentation": guides, API docs and technical specifications made available by Eniteo.
• "SLA": Service Level Agreement as described in Section 4.
• "Authorised Users": the Client's employees or contractors authorised to access the Services.

2. Order Forms and Incorporated Documents

2.1. This MSA serves as the governing framework. Specific commercial terms (plan, seats, pricing, term, custom SLAs) are established in one or more Order Forms signed separately by the Parties.

2.2. In the event of conflict between this MSA and an Order Form, the Order Form prevails on the specific matters it addresses.

2.3. This MSA incorporates by reference the following documents, in the order of precedence listed: (i) applicable Order Form; (ii) this MSA; (iii) Data Processing Agreement (DPA); (iv) Terms of Service.

2.4. Eniteo may amend this MSA with 60 days' written notice. Order Forms already executed remain unchanged until their natural expiry.

3. Service Delivery

3.1. Eniteo will make the Services available as described in the Order Form throughout the contract term, except for scheduled maintenance communicated at least 48 hours in advance.

3.2. Eniteo will provide dedicated technical support at the levels set out in the Order Form. Where not specified: response within 4 business hours for critical incidents (P1), 8 hours for high priority (P2), 2 business days for standard (P3).

3.3. Eniteo may update, enhance or modify the Services over time. Changes that materially reduce functionality included in the Order Form will be notified 30 days in advance.

3.4. Service delivery depends in part on third-party APIs (Anthropic Claude, OpenAI). Interruptions attributable to such providers do not constitute a breach by Eniteo, subject to SLA targets where technically feasible.

4. Service Level Agreement (SLA)

Metric	Target	Measurement
Monthly availability	≥ 99.5%	Uptime minutes / total minutes in month
API latency (P95)	≤ 2,000 ms	Measured at gateway
P1 support response	≤ 4 business hours	From ticket to first response
P2 support response	≤ 8 business hours	From ticket to first response

4.1. SLA Credits: For each month where availability falls below 99.5%, the Client is entitled to a credit equal to: (i) 10% of the monthly fee if availability < 99.5%; (ii) 25% if < 99.0%; (iii) 50% if < 95.0%. Credits are the sole remedy for SLA failures.

4.2. Excluded from availability calculations: scheduled maintenance, incidents caused by Client behaviour, DDoS attacks and force majeure events.

4.3. Credits must be requested within 30 days of the incident by email to [email protected] with evidence of impact.

5. Fees, Invoicing and Payment

5.1. Fees are set out in the Order Form in euros (€) excluding VAT. Unless otherwise specified, invoicing is annual in advance.

5.2. Payment is due within 30 days of invoice date (net 30). Late payments accrue interest at ECB rate + 8 percentage points per Directive 2011/7/EU.

5.3. For B2B clients within the EU, the VAT reverse charge mechanism applies. The Client is responsible for self-assessing VAT under their local rules.

5.4. Eniteo may adjust pricing at renewal of each annual Order Form with 60 days' notice. Prices are fixed during an active Order Form term.

5.5. In case of non-payment beyond 14 days after the due date, Eniteo may suspend access to the Services after written notice, without this constituting a breach by Eniteo.

6. Client Obligations

6.1. The Client agrees to: (i) use the Services in compliance with Documentation and applicable laws; (ii) ensure that Authorised Users comply with the usage terms; (iii) keep access credentials confidential; (iv) promptly notify Eniteo of any unauthorised access.

6.2. The Client is solely responsible for the accuracy, legality and ownership of Client Content uploaded to the platform.

6.3. The Client must not: (i) reverse engineer the Services; (ii) resell or sublicence the Services to third parties without a written agreement; (iii) upload unlawful, defamatory or third-party-infringing content; (iv) attempt to access Eniteo infrastructure beyond authorised limits.

6.4. The Client will designate a technical point of contact ("Customer Success Contact") for operational communications.

7. Intellectual Property

7.1. Eniteo IP: All rights to the platform, software, algorithms, proprietary AI models, Documentation and Eniteo trademarks remain the exclusive property of Eniteo. This MSA does not transfer any intellectual property rights to the Client.

7.2. Licence: Eniteo grants the Client a non-exclusive, non-transferable licence, limited to the contract term, to use the Services exclusively for the Client's internal business purposes within the limits of the Order Form.

7.3. Client IP: The Client retains full ownership of Client Content. The Client grants Eniteo a limited licence to process such content solely for the purpose of delivering the Services.

7.4. Generated Content: Generated Content produced by the platform using Client data is owned by the Client, subject to full payment of fees due and the licence terms of underlying third-party AI models.

7.5. Feedback: Any suggestions, feedback or improvement requests provided by the Client may be freely used by Eniteo for product development without obligation of compensation.

8. Confidentiality

8.1. Each Party will keep the other Party's Confidential Information secret and not disclose it to third parties without prior written consent, using at least the same level of care applied to its own confidential information and no less than reasonable professional diligence.

8.2. Confidential Information includes: business data, commercial plans, technical information, negotiated prices, Knowledge Base contents and any information marked as confidential or that by its nature should reasonably be treated as such.

8.3. Not subject to confidentiality: information that is (i) publicly available; (ii) already known to the receiving Party; (iii) legitimately received from third parties; (iv) independently developed by the receiving Party.

8.4. The confidentiality obligation survives for 5 years after termination.

8.5. Eniteo may reference the Client's name and logo as a commercial reference, unless the Client objects in writing.

9. Data Protection

9.1. The processing of personal data is governed by the Data Processing Agreement (DPA), incorporated into this MSA.

9.2. Eniteo acts as Data Processor under Art. 28 GDPR. The Client is the Data Controller.

9.3. In the event of a personal data breach, Eniteo will notify the Client within 48 hours of discovery with available information to enable the Client to meet its notification obligations under Arts. 33–34 GDPR.

10. Representations and Warranties

10.1. Eniteo represents and warrants that: (i) the Services will be delivered with the professional diligence of a qualified industry operator; (ii) it maintains security measures appropriate to the state of the art; (iii) it holds the rights necessary to grant the licences provided in this MSA.

10.2. The Client represents and warrants that: (i) it has authority to enter into this Agreement; (ii) Client Content does not infringe third-party rights or applicable regulations; (iii) it will use the Services exclusively for lawful purposes.

10.3. Disclaimer: Subject to Section 10.1, the Services are provided "as is". Eniteo does not warrant that Generated Content will be error-free or produce specific commercial results (e.g. AI ranking improvement, citation increase). Performance depends on factors outside Eniteo's control.

11. Indemnification

11.1. The Client will indemnify Eniteo against any third-party claims, damages and legal expenses arising from: (i) unlawful use of the Services by the Client or its Authorised Users; (ii) breach of this MSA by the Client; (iii) Client Content that infringes third-party rights.

11.2. Eniteo will indemnify the Client against third-party claims that the Services (excluding Client Content) infringe third-party intellectual property rights, provided that the Client promptly notifies Eniteo of such claims and cooperates in the defence.

12. Limitation of Liability

12.1. Exclusion of indirect damages: To the maximum extent permitted by law, neither Party will be liable for indirect, consequential, special, punitive damages or loss of profits, even if advised of their possibility.

12.2. Cap: Eniteo's total aggregate liability to the Client for any cause will not exceed the total fees paid by the Client in the 12 months preceding the event giving rise to the claim.

12.3. The limitations in this Section 12 do not apply to: (i) damages caused by Eniteo's wilful misconduct or gross negligence; (ii) breaches of confidentiality obligations; (iii) violations of personal data protection obligations.

13. Term and Termination

13.1. This MSA takes effect on the date the first Order Form is signed and remains in force until all active Order Forms have expired, unless otherwise agreed.

13.2. Either Party may terminate this MSA (and all active Order Forms) for cause with immediate effect upon written notice if: (i) the other Party materially breaches the Agreement and fails to cure within 30 days of notice; (ii) the other Party becomes insolvent or enters insolvency proceedings.

13.3. The Client may terminate an individual Order Form without cause on 30 days' written notice. In this case, fees for the remaining period of an annual Order Form remain due unless otherwise agreed in writing.

13.4. Effect of termination: Upon termination, Eniteo will make Client Content and Generated Content available for export for 30 days, after which data will be deleted in accordance with the DPA.

14. Force Majeure

Neither Party will be liable for delays or failures caused by events outside the reasonable control of the affected Party ("Force Majeure"), including but not limited to: natural disasters, war, acts of terrorism, pandemics, internet or third-party cloud service outages, governmental actions. The affected Party will give immediate notice and will take steps to mitigate the impact. If the Force Majeure event persists for more than 60 consecutive days, the other Party may terminate the affected Order Form without penalty.

15. Governing Law and Jurisdiction

This MSA is governed by Estonian law and, where applicable, European Union law. The exclusive jurisdiction for any dispute is the Harju County Court (Harju Maakohus), Tallinn, Estonia, subject to mandatory applicable law. The Parties undertake to first attempt amicable resolution within 30 days of written notice of any dispute.

16. General Provisions

Entire agreement: This MSA (together with Order Forms and documents incorporated by reference) constitutes the entire agreement between the Parties and supersedes any prior understanding on the same subject matter.

Assignment: The Client may not assign this MSA without Eniteo's prior written consent. Eniteo may assign the MSA in connection with a merger, acquisition or substantial asset sale, with notice to the Client.

Severability: If any provision is found invalid or unenforceable, the remainder of the Agreement continues in full force.

Waiver: Failure to exercise a contractual right does not constitute a waiver of that right.

Notices: Formal notices must be sent by email with read receipt or by registered post to the addresses set out in the Order Form.

Amendments: Any amendment to this MSA must be agreed in writing and signed by both Parties.