Master Service Agreement — Arcadia Consulting

1. Parties

This Master Service Agreement ("MSA") is between Arcadia Consulting S.A. de C.V. ("Arcadia," "we," "us"), a subsidiary of Inferent Group S.A. de C.V., and the client identified in the applicable Statement of Work ("Client," "you").

2. Scope of Services

Arcadia provides professional services in the areas of branding, graphic design, UI/UX design, web development, mobile development, AI consulting, digital marketing (SEO, SEM, social media), photography, video production, campaign management, and related services. The specific services for each engagement are defined in a Statement of Work.

3. Statements of Work

Each project or engagement is governed by a Statement of Work (SOW) referencing this MSA. Each SOW will specify: the services to be provided, deliverables, timeline, fees, and any project-specific terms. In the event of conflict between an SOW and this MSA, the SOW will prevail for that engagement unless otherwise stated.

4. Fees and Payment

Fees are set forth in the applicable SOW. Unless otherwise agreed, payment terms are as follows:

Projects under MXN $150,000: 50% upfront, 50% upon delivery
Projects over MXN $150,000: Milestone-based payments as defined in the SOW
Monthly retainers: Due on the 1st of each month

Late payments accrue interest at 1.5% per month from the due date. See our Payment Terms for full details.

5. Intellectual Property

Upon receipt of full payment, Client owns all final deliverables produced specifically for Client under the SOW (work-for-hire). Arcadia retains ownership of its proprietary tools, frameworks, methodologies, and pre-existing intellectual property. Arcadia may use completed work in its portfolio with Client's permission. See our IP & Ownership Policy for full details.

6. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with the services and to use such information only for the purpose of performing obligations under this MSA. Confidentiality obligations survive termination of this MSA for a period of 3 years.

7. Warranties

Arcadia warrants that: (a) services will be performed in a professional and workmanlike manner; (b) deliverables will substantially conform to the specifications in the SOW; and (c) Arcadia has the right to grant Client the intellectual property rights described herein.

EXCEPT AS EXPRESSLY SET FORTH IN THIS MSA, ARCADIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8. Limitation of Liability

ARCADIA'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS MSA SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE THREE MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9. Term & Termination

This MSA is effective upon execution of the first SOW and continues until terminated. Either party may terminate this MSA on 30 days written notice. Termination of the MSA does not affect active SOWs unless separately terminated per the cancellation terms in the applicable SOW.

Client may cancel an active SOW with 14 days written notice. Cancellation fees apply to work completed and costs incurred through the cancellation date, plus a cancellation fee equal to 20% of the remaining unbilled fees.

10. Governing Law

This MSA is governed by the laws of the United Mexican States. Disputes shall be resolved in the courts of Mexico City, Mexico, or through binding arbitration as mutually agreed.

11. Contact

Legal inquiries: [email protected]
General: [email protected]