Master Services Agreement (MSA)
Version 1.0 | Effective Date: June 15, 2026
Applicable to DiasporaBuild professional accounts
1. Purpose and scope
This Master Services Agreement ("MSA") governs the relationship between DiasporaBuild [LEGAL FORM TO BE COMPLETED], registered under no. [TO BE COMPLETED], registered office [ADDRESS TO BE COMPLETED] ("DiasporaBuild") and any professional using the Platform in the course of business: contractors, inspectors, material suppliers, architects and designers (the "Partner").
It supplements the Terms of Service, the DPA and, where applicable, the Professional Partnership Framework Agreement signed electronically in the application. In case of conflict, the order of precedence is: (1) written special conditions, (2) this MSA, (3) the Terms of Service.
2. Services provided by DiasporaBuild
Depending on the subscribed plan, DiasporaBuild provides the Partner with:
- Visibility and acquisition: professional profile, Directory listing, verification badges, access to tenders and opportunities published by Customers;
- Business tools: project and milestone management, digital quotes and contracts, site monitoring (reports, geotagged photos), team management, dashboards;
- Secure payments: milestone collection via Secure Escrow, payouts via Stripe or pawaPay, accounting exports;
- Design tools: FUNDI Studio (3D, plans, renders), AI-assisted features, construction-element library;
- Supplier Shop: product catalogue, orders, payment protection (for Suppliers).
DiasporaBuild provides these services on a best-efforts basis, targeting an average monthly Platform availability of 99% (excluding scheduled maintenance and force majeure).
3. Fees, commissions and invoicing
3.1 Transaction commission: DiasporaBuild charges a commission on transactions made through the Platform, at the rate displayed in the application at the time of the transaction. The applicable rate is visible before acceptance.
3.2 Subscriptions: paid plans (Pro and similar) are invoiced in advance, monthly or annually, at the published rates. Any price change is notified at least 30 days in advance and applies only to the following period.
3.3 Payouts: validated funds are paid to the Partner within the payment providers' timelines (Stripe / pawaPay), less the commission and processing fees. The Partner is solely responsible for its tax and social obligations (VAT, taxes, contributions) in its country of practice.
3.4 Non-circumvention: during the term of this agreement and for twelve (12) months thereafter, the Partner shall not conclude or perform, outside the Platform, any service with a Customer met through the Platform, without DiasporaBuild's written consent. Any breach makes payable an indemnity equal to the commission that would have been due, without prejudice to account termination.
4. Partner obligations
The Partner undertakes to:
- Lawfully carry out its activity and maintain the required licences, permits and insurance in its country of practice — in particular Professional Liability Insurance (PLI) and, where applicable, the ten-year/structural warranty or its local equivalent — and provide certificates upon first request;
- Perform its services diligently, in accordance with industry standards and local construction, safety and environmental regulations;
- Document progress via the Platform's tools (reports, geotagged photos, milestones) in a truthful and accurate manner;
- Never falsify reports, photos, quotes or documents; never artificially inflate costs; never solicit payment outside the Platform (anti-fraud clause — any breach constitutes serious misconduct resulting in immediate termination, freezing of pending payments and reporting to authorities where necessary);
- Respond to Customers within 48 business hours and maintain the Platform's quality standards (minimum average rating, completion rate);
- Comply with applicable anti-corruption, anti-money-laundering and counter-terrorist-financing regulations;
- Ensure the accuracy of its profile information, catalogues and prices.
5. Intellectual property
5.1 DiasporaBuild retains all rights in the Platform, its software, trademarks, databases and content, excluding Partner content.
5.2 The Partner retains ownership of its content (portfolio, photos, plans, catalogues) and grants DiasporaBuild a worldwide, non-exclusive, royalty-free licence to host, display and promote it as part of the service (external promotion in anonymised form unless agreed otherwise).
5.3 Deliverables produced for a Customer (plans, studies) are governed by the contract between the Partner and that Customer.
6. Confidentiality
Each party undertakes to keep confidential the non-public information of the other party and of Customers (project data, financial terms, technical information) during the term of this agreement and for five (5) years thereafter. This obligation does not apply to information that is public, already known, or whose disclosure is required by law.
7. Data protection
Personal-data processing carried out by DiasporaBuild on behalf of the Partner is governed by the DPA, which forms an integral part of this MSA.
8. Warranties and liability
8.1 Disclaimer: the Platform is provided "as is". DiasporaBuild does not guarantee any volume of business, number of connections or commercial result.
8.2 Partner liability: the Partner is solely responsible for the performance of its services towards its Customers. It shall indemnify and hold DiasporaBuild harmless against any third-party claim relating to its services, its content or its breach of this MSA.
8.3 Cap: DiasporaBuild's total liability under this MSA is limited, for all causes combined, to the amount of fees and commissions received by DiasporaBuild from the Partner during the twelve (12) months preceding the triggering event. Indirect damages (loss of revenue, clientele, reputation) are excluded. These limitations do not apply to gross negligence or wilful misconduct, or to bodily injury.
9. Term, suspension and termination
9.1 This MSA takes effect upon opening of the professional account and is entered into for an indefinite period.
9.2 Termination by the Partner: at any time, with thirty (30) days' notice, subject to completing ongoing projects and orders.
9.3 Suspension / termination by DiasporaBuild: in the event of serious breach (fraud, falsification, lack of PLI, breach of the anti-fraud or non-circumvention clause, persistently insufficient quality rating, unpaid amounts), DiasporaBuild may immediately suspend the account and terminate after formal notice remaining without effect for fifteen (15) days — or immediately in the event of proven fraud.
9.4 Effects: upon termination, access is closed, amounts due to the Partner for already-validated milestones are paid, and data is returned then deleted in accordance with the DPA.
10. Force majeure
Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code (natural disaster, conflict, major infrastructure failure, administrative decision). If the event exceeds sixty (60) days, either party may terminate without indemnity.
11. General provisions
- Independence: the Partner acts as an independent contractor; this MSA creates no partnership, general agency or employment relationship;
- Assignment: this MSA may not be assigned by the Partner without DiasporaBuild's written consent;
- Entire agreement: this MSA, the Terms of Service and the DPA constitute the entire agreement;
- Severability: the invalidity of one clause does not affect the others;
- Amendment: any amendment to this MSA is notified thirty (30) days before it takes effect.
12. Governing law and jurisdiction
This MSA is governed by French law. The parties shall endeavour to resolve any dispute amicably, then through mediation. Failing that, exclusive jurisdiction is granted to the courts of Paris (France), notwithstanding multiple defendants or third-party claims.
Contact: legal@diasporabuild.com
Related documents: Terms of Service · DPA · Refund Policy · Security & Insurance