Engagement Letter
Interiu AI S.L. · Calle Maquinaria 4, 3, 1 · 07011 Palma de Mallorca · Spain · NIF B75247320
To: [Client legal name], [address] Attention: [name, title] Date: [date] Reference: [ENG-YYYY-NN]
This letter commissions one engagement. It sits under the Master Services Agreement between us dated [date] (the “MSA”), and the MSA’s terms apply to it. Where this letter and the MSA differ, this letter governs, for this engagement only.
This is Interiu’s standard form, published so it can be read before anyone asks for it. The version signed between the parties governs.
1. What we are doing
[One paragraph in plain words: the workflow being built or reviewed, and what the Client gets at the end. Written so that a Partner who has not been in the scoping conversation understands it.]
2. Scope
Included:
- [ ]
- [ ]
- [ ]
Not included:
- [ ]
- [ ]
Anything outside the “Included” list is a change, and clause 9 says how changes are handled.
3. What the system is configured to check
| # | Check | What it looks at | What a positive result means |
|---|---|---|---|
| 1 | [ ] | [ ] | [ ] |
| 2 | [ ] | [ ] | [ ] |
The absence of a finding is not a statement that there is nothing to find. This table is the record of what the system was asked to look for, and it is the boundary of what the output speaks to.
4. Deliverables
| Deliverable | Format | Due |
|---|---|---|
| [ ] | [ ] | [ ] |
Every finding in a deliverable cites the documents, transactions or records it rests on. Every finding is reviewed by a person with relevant domain experience before it reaches you. Findings that do not survive that review are not delivered.
5. Where the system runs
The system runs in your environment: [name it: your own servers / your private cloud / your existing Azure or AWS tenancy].
Delivered as: [ ] software deployed in your environment, or [ ] an agent or application in your own Microsoft 365 tenancy, executing against a container in your environment. If the second, published to: [named users / named group / tenant-wide].
Your data is processed where it already sits, under your access controls and your retention rules. We do not require it to be moved to our infrastructure and we will not move it ourselves. Where something reaches us incidentally, because you send it or because it appears in a support request or a log, clause 4.3 of the MSA governs what we do with it and how long we keep it. Nothing of yours trains a model.
Where the system uses a language model, tick which applies and fill it in. We add no new data path.
- Inside your environment: [your servers / your private cloud]
- On the AI infrastructure you already run: [Azure / AWS / Google Cloud / OVHcloud / Nebius / your enterprise agreement with [provider]]
- Endpoint we provide, in your jurisdiction: [provider] · [region]
6. Access we need
| Individual | Systems | Scope | From | Until |
|---|---|---|---|---|
| [ ] | [ ] | [ ] | [ ] | [ ] |
Access is revoked on delivery, or earlier on your instruction. We hold no standing access between engagements.
7. People
| Role | Name | Accountable for |
|---|---|---|
| Engagement lead | [ ] | Interiu’s performance of this letter |
| [ ] | [ ] | [ ] |
Your side:
| Role | Name | Needed for |
|---|---|---|
| [ ] | [ ] | [ ] |
8. What we need from you, and by when
| Item | Owner | Date |
|---|---|---|
| [ ] | [ ] | [ ] |
Dates in section 4 assume these arrive on the dates above. If an item is more than fifteen business days late, we may re-plan the engagement and charge standby time at [rate], or suspend it on notice.
9. Timeline and changes
| Stage | Dates |
|---|---|
| Start | [ ] |
| [Milestone] | [ ] |
| Delivery | [ ] |
A change to scope, deliverables or dates takes effect when both of us confirm it in writing, including by email between the named leads. We will price a change before doing it, not after.
10. Fees
[Fixed fee of EUR [ ] / Fee of EUR [ ] for the defined first win, payable [schedule] / other basis.]
Exclusive of VAT. Pre-agreed expenses at cost. Invoices payable within [30] days.
11. Acceptance
You have [10] business days from delivery of each deliverable to tell us in writing what does not conform to sections 2 to 4 of this letter, identifying the non-conformity. We will correct a material non-conformity at our cost, in up to two rounds of correction. Correction is your sole remedy for a defective deliverable. Deliverables not objected to within that period are accepted, as is any deliverable put to use.
12. Assumptions this engagement rests on
- [ ]
- [ ]
If an assumption turns out to be wrong, we will tell you what it changes before we carry on.
13. Your review, and what this is not
The output is decision-support. It is produced to be checked, and section 4 says how you can check it. Your firm’s professional judgement, your advice to your own client, and your own filings, opinions and reports remain yours. We do not provide legal, audit, tax or investment advice.
14. Confidentiality
The MSA governs. Neither of us names the other in any external material without the other’s written consent.
15. Who may rely on this
This work is for you alone, for the purpose in section 1. We owe no duty to anyone else and accept no liability to anyone else. Clause 18.10 of the MSA governs disclosure to your own client and to your advisers.
If this reflects what we agreed, please sign and return a copy.
Interiu AI S.L.
Name: [ ] Title: [ ] Date: Signature:
Agreed for [Client legal name]
Name: Title: Date: Signature: