📋 Commercial Master Agreement

Last Updated: October 31, 2026 · Governing Law: State of Wyoming, USA · Contracting Entity: Smart Solutions LLC

1. The Parties & Engagement Scope

This Master Services Agreement ("Agreement" or "Terms") constitutes a legally binding commercial agreement between Smart Solutions LLC, a limited liability company organized under the laws of the State of Wyoming, USA ("Smart Solutions," "Provider"), and the commercial client entity ("Client") engaging Provider for dedicated voice operations, remote fleet dispatch, digital platform development, or staff augmentation.

By executing a Service Order Form, initiating payment for dedicated seat retainers, or authorizing a 3-Day Zero-Risk Pilot, Client accepts these Terms in full.

2. Dedicated Seat Retainers & Advance Invoicing (Favouring Provider)

Smart Solutions reserves dedicated physical workstations, licensed dialer seats, static IP infrastructure, and vetted personnel exclusively for Client. Accordingly, the following commercial payment terms apply:

Advance Monthly Invoicing: All dedicated seat tiers ($1,350 to $1,850/seat/month, or equivalent agreed hourly rates) are invoiced and payable strictly in advance of the operational period.
Payment Due Date & Grace Period: Invoices are due upon presentation. If an invoice remains unpaid five (5) business days following the billing date, Provider reserves the immediate right to suspend production floor dialers and reassign personnel without liability for Client campaign downtime.
Non-Refundable Retainers: Because floor capacity and staff compensation are allocated and committed in advance, all fees paid for delivered shifts, allocated seats, or pre-scheduled operational windows are non-refundable.

3. Governing Law, Exclusive Venue & Mandatory Arbitration

Mandatory Wyoming Jurisdiction: This Agreement and any dispute, claim, or controversy arising out of or related to Provider's services shall be governed by, construed, and enforced exclusively in accordance with the substantive laws of the State of Wyoming, United States of America, without regard to conflict of law doctrines.

Any unresolved dispute arising under this Agreement shall be submitted to final and binding confidential arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Sheridan County, Wyoming. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Client expressly waives any right to initiate, join, or participate in any class action, collective lawsuit, or representative proceeding against Smart Solutions.

4. Non-Solicitation & Liquidated Damages ($25,000 USD)

Client acknowledges that Provider invests extensive financial resources, proprietary training curricula, and management oversight into recruiting, vetting, voice-neutralizing, and credentialing its operators. Client agrees to the following protective covenant:

Enforceable Non-Solicitation Covenant: During the term of this Agreement and for a period of twenty-four (24) months following the termination or expiration of any service engagement, Client (including its affiliates, officers, subsidiaries, and successors) shall not directly or indirectly recruit, solicit, hire, engage as an independent contractor, or entice away any assigned Smart Solutions voice caller, dispatcher, supervisor, or floor technician.

Liquidated Damages: In the event Client breaches this covenant, Client shall pay to Provider an immediate, non-negotiable liquidated damages payment of $25,000 USD per individual. The parties mutually agree that this sum represents a reasonable pre-estimate of Provider's substantial damages (including replacement costs, loss of proprietary investment, and recruitment overhead) and is not a penalty.

5. Limitation of Aggregate Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF SMART SOLUTIONS LLC, ITS DIRECTORS, EMPLOYEES, AND AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, OR SERVICES (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) SHALL BE EXPRESSLY CAPPED AT AND SHALL NEVER EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO PROVIDER IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO LIABILITY.

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, LOST DATA, CARRIER FINES, TELEPHONY OUTAGES, OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. 30-Day Rolling Notice for Contract Cancellation

Following the successful conclusion of any initial 3-Day Zero-Risk Pilot, all dedicated seat engagements operate on a convenient month-to-month rolling commitment. Either party may terminate the engagement by providing thirty (30) days advance written notice via email to Provider's operations desk (billing@smartsolutionsweb.com). Client remains obligated to pay for all allocated shifts scheduled during the 30-day notice period.

7. Provider's 24-Hour Zero-Cost Agent Replacement Guarantee

If Client reasonably determines that an assigned voice specialist or dispatcher does not meet campaign SLA benchmarks (such as dialing pace, software fluency, or conversational communication), Client may request a replacement operator. Smart Solutions guarantees to transition and deploy a certified replacement specialist within 24 to 48 business hours at zero additional onboarding or retraining cost.

8. Mutual Non-Disclosure & Intellectual Property

Each party agrees to maintain strict confidentiality regarding the other party's proprietary information, including CRM lists, lead data, campaign scripts, pricing, and operating procedures. All customer data and proprietary lead lists provided by Client remain the exclusive intellectual property of Client.