Clients
Client Master Services Agreement (MSA)
Parties
This Client Master Services Agreement is entered into on [EFFECTIVE DATE] between Peritelos Advisory ("Peritelos") and [CLIENT NAME] ("Client").
1. Framework
This MSA governs every engagement Client books through Peritelos. Each engagement is described in a Statement of Work ("SOW") between Client and the Expert. If an SOW conflicts with this MSA, this MSA controls unless the SOW expressly states otherwise.
2. Role of Peritelos
Peritelos is a marketplace and venue where Clients find and engage independent experts. Experts are independent contractors, not employees, agents or partners of Peritelos. Peritelos does not itself provide professional, financial, investment, tax, legal or accounting advice, and does not direct or supervise any Expert's work. Clients choose and engage Experts directly and are responsible for that choice. The professional services are provided solely by the independent Expert named in each SOW.
3. No advice from Peritelos
Nothing on the platform, including content, tools, matching suggestions or the Concierge assistant, is legal, tax, accounting or investment advice, or other professional advice, from Peritelos. Any professional advice is given solely by the independent Expert who provides it.
4. Intake and suggestions
Client describes objectives, deliverables, budget, timeline and required credentials through the intake form. Peritelos may suggest Experts; suggestions are not recommendations or endorsements, and Client decides whether to engage any Expert. Clients should confirm that the expert's credential and scope fit their needs before engaging. Experts may only offer services within their credential and license. Experts must not offer audit/attest work (CPA), investment advice without registration (CFP/CFA), legal advice without a license (everyone but attorneys), or any other regulated service they are not authorized to provide.
5. Conflict check
Before confidential information is shared, Client may list competitors and sensitive parties, and the proposed Expert must attest that no conflict of interest exists.
6. Protected milestone payments
Milestone payments are processed and held by our third-party payment processor, Stripe, under Stripe's terms, until released under the SOW and the Dispute Resolution Policy. Peritelos is not an escrow agent, bank or money transmitter, does not hold client funds in its own accounts, and does not provide escrow services. Client funds each milestone through Stripe before work on it begins. Default allocation is 30% / 40% / 30% of the SOW fee unless the SOW states otherwise.
7. 48-hour review window and disputes
After an Expert submits a milestone deliverable, the Client has a 48-hour review window to approve it or open a dispute. If neither happens before the 48-hour review window closes, Stripe releases the milestone payment automatically. If Client opens a dispute, the milestone payment stays on hold with Stripe and the Dispute Resolution Policy applies.
8. First-milestone refund
If the first milestone deliverable does not meet the SOW acceptance criteria and a dispute opened within the 48-hour review window is upheld, the first milestone is refunded under [REFUND TERMS].
9. Confidentiality
The Mutual NDA is incorporated by reference and governs all files, messages and calls in the Peritelos workspace.
10. Intellectual property
Upon full payment under an SOW, deliverables created for Client under that SOW are assigned to Client as set out in the IP Assignment terms.
11. Non-circumvention
Client agrees to the Non-Circumvention Agreement for any Expert introduced through Peritelos.
12. Fees and taxes
Peritelos charges a platform fee of 20% of each milestone by default (a reduced [EXPERT-SOURCED FEE %] for clients an Expert brings to the platform), shown before any SOW is signed. Payment processing fees charged by Stripe (for example card or bank-transfer fees of [PROCESSING FEE, e.g. 2.9% + $0.30 per card payment]) may apply and are shown before payment. Applicable taxes are [TAX TREATMENT].
13. Warranties and liability
Peritelos provides the platform "as is". Peritelos's liability is limited as set out in the Terms of Service. Claims about professional services are directed to the Expert, who carries professional liability insurance where required.
14. Term and termination
Either party may terminate this MSA on [NOTICE PERIOD] written notice. Active SOWs survive until completed or cancelled under their terms.
15. Governing law
The laws of the State of Georgia. [VENUE / ARBITRATION CLAUSE].
Template version 0.2 (prototype). Template for attorney review. Generated from Peritelos's planning framework. Not legal advice.