Last Updated: January 05, 2026
This Master Service Agreement ("Agreement") is entered into as of the date of the last signature below (the "Effective Date") by and between:
Overpath Limited, a company registered in Ireland (Company No: [Number]) with its registered office at [Address] ("Overpath"); and
The entity identified as the customer in an applicable Order Form ("Customer").
1.1 Master Agreement. This Agreement sets out the general terms under which Overpath will provide its AI-powered platform and services to the Customer. This Agreement incorporates by reference the following Overpath standard legal documentation. The Customer acknowledges it has reviewed and accepts:
Terms of Service: overpath.ai/terms
Security Policy: overpath.ai/security
Data Processing Agreement: overpath.ai/dpa
Acceptable Usage Policy: overpath.ai/dpa
1.2 Order Forms. The specific services, fees, and term lengths will be defined in a separate Order Form or Statement of Work (SOW). Each Order Form is governed by this Agreement.
1.3 Precedence. In the event of any conflict or inconsistency between the terms of this signed Agreement and the online documentation listed above, the terms of this signed Agreement shall govern and prevail.
2.1 Access. Overpath grants Customer a non-exclusive, non-transferable right to access the Overpath platform during the Term.
2.2 AI Outputs. As between the parties, Customer owns all right, title, and interest in and to the outputs generated by the platform based on Customer’s inputs ("Output"). Overpath hereby assigns to Customer all its rights in such Output.
2.3 No Training on Customer Data. Overpath will not use Customer’s proprietary data or Inputs to train its foundational AI models for the benefit of other customers without express written consent.
2.4 AI Accuracy Disclaimer. Customer acknowledges that AI services are probabilistic and may occasionally produce inaccurate or "hallucinated" results. Customer is responsible for verifying the accuracy of any Output before reliance.
3.1 Fees. Customer shall pay the fees set out in the Order Form. All fees are exclusive of VAT.
3.2 Payment Terms. Unless stated otherwise in an Order Form, all invoices are due within 30 days of the invoice date.
3.3 Late Payment. Overpath reserves the right to suspend access to the platform if payments are more than 15 days overdue.
LIABILITY & INDEMNITY
4.1 Cap. Total aggregate liability for either party under this Agreement shall not exceed the fees paid by Customer to Overpath in the 12 months preceding the claim.
4.2 IP Indemnity. Overpath shall defend Customer against third-party claims that the Service infringes a patent or copyright, provided Customer uses the Service in compliance with the AUP.
TERM & GOVERNING LAW
This Agreement remains in effect while an Order Form is active. This Agreement is governed by the laws of Ireland, and the parties submit to the exclusive jurisdiction of the Irish courts.
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THE ORDER FORM
Service Detail Subscription Terms
Customer Legal Name [Insert Full Legal Entity Name]
Subscription Plan [e.g., Overpath Enterprise / Molly AI]
Service Term [e.g., 12 Months] from Effective Date
Total Fees [e.g., €XX,XXX billed Annually]
Deals Managed [e.g., 250 active Deals]
Payment Terms Net 30 days from date of invoice
By signing below, the parties agree to be bound by this Order Form and the incorporated Master Service Agreement.
OVERPATH LIMITED Signature: __________________________
Name/Title: _________________________
Date: ______________________________
CUSTOMER: [NAME] Signature: __________________________
Name/Title: _________________________
Date: ______________________________
© 2026 Overpath Ltd. All Rights Reserved.
