Master Services Agreements (MSA)

1. Definitions

“Service” means the AI-powered call handling, messaging automation, CRM workflows, and related functionality provided by Flow Smart Suite.

“Plan” means a tiered service package selected by the Client, as described in the applicable Order Form and Schedule 1 (Pricing Schedule).

“Concurrent Sessions” means the number of simultaneous active AI-handled call sessions permitted under the Client’s selected Plan.

“Included Minutes” means the monthly AI-handled call minute allowance included within the selected Plan.

“Order Form” means the document (including digital acceptance record) specifying the Client’s selected Plan, minimum term (if any), and applicable fees.

“Schedules” means Schedule 1 (Pricing Schedule) and any other schedules referenced in this Agreement.

2. Scope of Services

Flow Smart Suite provides an AI-driven front-of-house automation platform designed to handle inbound communications, automate workflows, and integrate with third-party systems.

The Service is provided on a subscription basis under the Plan selected in the applicable Order Form.

The Service may include:

• AI call handling

• Missed-call routing and messaging workflows

• CRM integration and automation

• Reporting and analytics

• Optional messaging services

The specific features available to the Client are determined by the selected Plan and applicable Schedules.

3. AI Functionality & Automation

The Service utilises automated systems and artificial intelligence technologies to process communications, generate responses, and execute workflow logic.

The Client acknowledges that AI-generated outputs may contain inaccuracies, misinterpretations, incomplete responses, or unintended outcomes.

The Client remains responsible for:

•         Reviewing AI scripts and workflows

•         Ensuring suitability for its business use case

•         Ensuring regulatory compliance

•         Monitoring performance and outputs

Flow Smart Suite does not warrant that AI-generated responses will be error-free, legally compliant for the Client’s industry, or suitable for all customer interactions.

Flow Smart Suite shall not be liable for losses arising from AI-generated errors, automated decision-making outcomes, or misrouted communications where the Service has been configured in accordance with the Client’s instructions.

The Client acknowledges that AI systems operate probabilistically and not deterministically.

4. Service Structure & Capacity

Each Plan includes defined usage allowances and capacity limits, including:

• A specified number of Concurrent Sessions

• A monthly allowance of Included Minutes

Additional usage beyond Included Minutes will be billed in accordance with Schedule 1.

If the Client’s usage consistently exceeds the intended capacity of the subscribed Plan, Flow Smart Suite may recommend that the Client move to a more suitable Plan tier to maintain optimal service performance.

Where usage materially exceeds Plan limits on a sustained basis, Flow Smart Suite reserves the right, upon reasonable notice, to require an upgrade to the appropriate Plan tier or apply applicable overage charges as set out in Schedule 1.

Flow Smart Suite may implement reasonable technical measures to preserve system stability and service integrity where usage patterns materially impact platform performance.

5. Fees & Payment

Fees are payable in accordance with the applicable Order Form and Schedule 1 (Pricing Schedule), as updated from time to time upon written notice.

All fees are exclusive of VAT and applicable taxes.

Invoices are payable within the time period specified in the Order Form.

Failure to make payment may result in suspension of the Service.

6. Term & Termination

The initial minimum term, if any, is specified in the applicable Order Form.

Following expiry of any minimum term, the subscription will continue on a rolling basis unless terminated by either party upon the required notice period.

Flow Smart Suite may suspend or terminate the Service for material breach, non-payment, or misuse of the platform.

Flow Smart Suite may suspend the Service where continued provision would reasonably expose it to legal, regulatory, security, or reputational risk.

7. Changes to Pricing & Schedules

Flow Smart Suite reserves the right to update Schedule 1 (Pricing Schedule) upon no less than sixty (60) days’ written notice.

Updated pricing shall apply from the next billing cycle or renewal date, as applicable.

Flow Smart Suite may introduce new Plans or withdraw legacy Plans. Existing Clients will be given notice of any material changes affecting their subscribed Plan.

8. Third-Party Services

The Service relies on third-party infrastructure providers, including telephony, messaging, hosting, and AI model providers.

Flow Smart Suite shall not be liable for service interruptions, failures, or pricing changes caused by third-party providers.

9. Service Availability

The Service is provided on an “as available” basis.

Flow Smart Suite does not guarantee uninterrupted, error-free, or continuous operation of the Service.

The Client is responsible for maintaining alternative communication channels appropriate to its business needs.

Service availability may be affected by third-party providers, telecommunications networks, internet connectivity, hosting infrastructure, AI model providers, or other external systems beyond Flow Smart Suite’s control.

Flow Smart Suite shall not be liable for service interruptions, degraded performance, or temporary unavailability arising from such external factors.

The Client acknowledges that the Service is not intended to function as the sole means of business communication unless expressly agreed in writing.

10. Client Responsibilities

The Client is responsible for:

• Ensuring lawful use of the Service

• Obtaining required customer consents for messaging

• Monitoring AI scripts and workflow configuration

• Ensuring compliance with industry regulations applicable to their business

11. Data Protection

The parties agree that the Client acts as Data Controller and Flow Smart Suite acts as Data Processor in respect of personal data processed through the Service.

Data processing obligations shall be governed by a separate Data Processing Addendum.

12. Intellectual Property

All intellectual property rights in the Service remain the property of Flow Smart Suite.

The Client retains ownership of its data.

13. Confidentiality

Each party agrees to keep confidential all non-public technical, commercial, or business information disclosed in connection with this Agreement.

Confidential information shall not be disclosed to third parties except where required for performance of this Agreement or as required by law.

This obligation survives termination of the Agreement.

14. No Warranty

Except as expressly stated in this Agreement, the Service is provided on an “as is” and “as available” basis.

To the fullest extent permitted by law, Flow Smart Suite excludes all implied warranties, conditions, or representations, including but not limited to fitness for a particular purpose, merchantability, or non-infringement.

15. Limitation of Liability

Flow Smart Suite provides automation tools and does not guarantee revenue, conversion rates, or business outcomes.

To the fullest extent permitted by law, Flow Smart Suite’s total liability under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

Flow Smart Suite shall not be liable for indirect, incidental, or consequential loss.

Nothing in this Agreement shall limit liability for death or personal injury caused by negligence, fraud, or any liability which cannot be excluded under applicable law.

16. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations where such failure or delay results from events beyond reasonable control, including but not limited to acts of God, telecommunications failures, cyber incidents, government actions, labour disputes, third-party service outages, or natural disasters.

17. Assignment

Flow Smart Suite (RJP Group Ltd) may assign, transfer, novate, subcontract, or otherwise dispose of this Agreement, in whole or in part, to:

(a) an affiliated entity;

(b) a successor entity; or

(c) a purchaser of all or substantially all of the Flow Smart Suite business,

upon written notice to the Client.

The Client may not assign or transfer this Agreement without prior written consent.

A change of control of RJP Group Ltd shall not constitute grounds for termination of this Agreement.

Flow Smart Suite may engage subcontractors in the provision of the Service, provided that it remains responsible for their performance under this Agreement

18. Survival

The provisions of this Agreement which by their nature are intended to survive termination or expiry, including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, Governing Law, and any accrued payment obligations, shall survive termination or expiry of this Agreement.

19. Entire Agreement

This Agreement, together with the applicable Order Form and Schedules, constitutes the entire agreement between the parties and supersedes all prior discussions, representations, or agreements relating to the Service.

20. Notices

Any notice under this Agreement shall be given in writing and may be delivered by email to the contact address specified in the Order Form. Notice shall be deemed received on the next business day following transmission.

21. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to resolve any disputes arising out of or in connection with this Agreement.

21. Digital Acceptance

This Agreement, including the applicable Order Form, Schedule 1 (Pricing Schedule), and the Data Processing Addendum in force at the time of acceptance, becomes effective upon the Client’s digital acceptance through the platform.

Flow Smart Suite maintains records of acceptance, including timestamp and applicable Agreement version.

Continued use of the Service following notice of updated terms constitutes acceptance of the revised Agreement.

Version 1.5

Registered address:
RJP Group LTD, 124 City Road, London, EC1V 2NX

Contact email:
[email protected]

Last updated 25th February 2026.