EPSILON AI GLOBAL
Delivery & Implementation Partner Agreement
Draft
This draft covers delivering work, not selling it. It sets out how scope is agreed, who is prime and who is subcontractor on a given project, what the delivery standard is, how work is accepted and paid for, and who answers to the client when something goes wrong.
At a glance
- Commercial model
- Project-based — set per statement of work
- May include
- Implementation fees, subcontracting rates, delivery margin, revenue share
- Scope
- Defined per statement of work, not by this agreement
- Contracting model
- Prime or subcontractor, named per project
- Acceptance
- Against written criteria in the statement of work
- Exclusivity
- Non-exclusive; no volume of work is guaranteed
- Referral commission
- Not included — approved separately under Growth & Co-Sell if it applies
1. How work is agreed
- This agreement creates no work by itself. Each project is agreed in a statement of work naming the scope, the deliverables, the timeline, the acceptance criteria, the team, the rates or fees and who carries which responsibility to the client.
- Each statement of work names the contracting model: Epsilon as prime with you as subcontractor, you as prime with Epsilon supplying, or another agreed structure. This is never left implied — it determines who the client sues.
- No minimum volume of work is promised. Epsilon allocates projects on capability, certification, availability, price and the client's own preference.
2. Delivery standard and staffing
- Work is delivered to the standard, method and documentation named in the statement of work, by people with the certification it requires. Where an Epsilon methodology or product standard applies, it is stated there rather than assumed.
- Named key personnel are not swapped out without notice and a like-for-like replacement. Clients buy teams as much as they buy scopes.
- You may not subcontract a project onward without written approval, and where it is approved you remain responsible for the work as if you had done it yourself.
3. Acceptance, change and the client
- Deliverables are accepted against the written criteria in the statement of work, within the review period it sets. Silence past that period is acceptance, and a rejection has to say what specifically failed.
- Scope changes go through a written change order that adjusts the timeline and the fee before the work is done. Work performed outside an agreed scope is not automatically payable.
- Client communication follows the contracting model. Where Epsilon is prime, you do not vary scope, price or commitments with the client directly, and you raise issues through Epsilon rather than around it.
- Delivery work does not give you a claim on the client's other business with Epsilon, and Epsilon acquires no rights over unrelated services you provide that client.
4. Money
- You are paid for work delivered and accepted, at the rates or fees in the statement of work, against invoices raised as its milestones are met. This is project payment, not commission on somebody else's contract.
- Expenses are reimbursed only where the statement of work approves them in advance, at cost and with evidence.
- Taxes, withholding, invoicing format and payment terms follow the market you contract in and are set in the final agreement.
5. Security, confidentiality and intellectual property
- You meet the client's and Epsilon's security requirements for the environments you touch: access control, credential handling, device and data-handling rules, and incident reporting without undue delay.
- Client data and Epsilon's non-public material are confidential and used only to deliver the project. Where you process personal data, a data-processing addendum applies.
- Epsilon's products, methods and pre-existing materials remain Epsilon's, and your pre-existing tools and know-how remain yours. Ownership of project deliverables is stated in the statement of work, because it differs between a client-owned deployment and a reusable component.
6. Warranties, term and handover
- You warrant that the work is performed with professional skill and care by suitably qualified people, and that it does not infringe a third party's rights. Any further warranty or service level is stated in the statement of work.
- As drafted, the framework runs for twelve months and renews unless either side gives 30 days' written notice. Ending the framework does not end a statement of work already in progress: live projects run to completion or are handed over under an agreed plan.
- On exit you hand over documentation, configurations, credentials and work in progress in a usable state. A client is not left stranded by a commercial disagreement between us.
- The contracting Epsilon AI entity, the governing law, the competent courts or arbitral forum and the language that prevails in case of conflict are specified in the final agreement, according to the partner, the market and the contracting structure. Epsilon operates through more than one legal entity and the correct one depends on where you and the client are.
Pending legal completion
These clauses are drafted to a professional standard but are completed for the contracting entity and jurisdiction in the final agreement. They are listed rather than buried.
- Liability caps and indemnities appropriate to delivery risk, and how they flow to the client
- Prime and subcontractor characterisation, and back-to-back terms with the client contract
- Ownership of project deliverables and reusable components
- Non-solicitation of staff, where enforceable
- Insurance requirements per market
- Contracting entity, governing law and forum
Signatures
A public draft carries no signature. These are the fields the final agreement is executed on.
Epsilon AI
- Contracting Epsilon AI entity
- Authorised representative
- Title
- Signature
- Date
Partner
- Partner legal name
- Authorised representative
- Title
- Signature
- Date
Governs: Analytics Partner Learning Partner