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Enterprise Master Service Agreement

Last updated: 2026-05-06 · Available for annual contracts ≥ USD 25,000

What this is

The default Terms of Service are designed for self-serve and Stripe customers. Enterprise procurement teams typically need negotiable terms on liability caps, governing law, indemnity, audit rights, and insurance. The Enterprise MSA is a contract addendum that supersedes specific clauses of the default Terms.

Eligibility: annual prepaid commitment ≥ USD 25,000 (any combination of SKUs), or 100,000 API calls / month sustained for 3 months in the Pro tier.

Negotiable clauses

1. Limitation of liability

Default cap (USD 1,000 or fees paid in 12 months, whichever greater) is replaced by, at the Customer's election:

  • Tier A: 12× the average monthly fees over the prior 12 months (typical for SMB Enterprise).
  • Tier B: USD 1,000,000 fixed cap (typical for Fortune 1000 procurement).
  • Tier C: Higher caps available with cyber-liability insurance proof and additional pricing premium (3-5% of contract value).

2. Governing law and forum

Default (BR / São Paulo) replaced with one of:

  • State of Delaware, USA — Wilmington, DE court.
  • State of New York, USA — New York County, NY court.
  • England and Wales — LCIA arbitration, seat London.
  • Swiss Rules — ICC arbitration, seat Zürich.

3. Indemnification

By Brainiall: we indemnify you against third-party claims that the Service infringes IP rights of others (excluding open-source ML models you specify by name). Cap: total fees paid in the 12 months preceding the claim, or USD 500,000, whichever greater.

By Customer: you indemnify us against third-party claims arising from your unlawful use of the Service (e.g., processing data without consent, copyright infringement of submitted content). No cap (mirrors Customer Acceptable Use breach).

4. Insurance

Brainiall maintains: commercial general liability USD 2M aggregate, professional indemnity USD 1M per occurrence, cyber-liability USD 1M per occurrence. Certificate of Insurance available within 5 business days of contract signing.

5. Audit rights

You may, at your expense and not more than once per year (unless required by a regulator following a security breach), audit Brainiall's compliance with the MSA via:

  • Third-party auditor mutually agreed in good faith.
  • SOC 2 Type II report (once issued, expected Q3 2026) — replaces audit obligation for SOC 2 controls.
  • CSA STAR Level 2 attestation — replaces audit for cloud-security controls.

30 business days' advance notice required (except for breach-triggered audits).

6. SLA and credits

Default SLA (99.5% Pro+) replaced with:

  • 99.9% uptime — measured at api.brainiall.com, monthly.
  • Service credits: 10% of monthly fee per 0.1 percentage point below 99.9%, max 50% of monthly fee.
  • p95 latency commitment: ≤ 500 ms for Speech AI / NLP / Image; ≤ 2,000 ms for Document AI / Vision Standard tier.
  • Incident response: sev-1 acknowledged within 30 min business hours, 1 hour outside.

7. Data residency

Pin workloads to specific regions: EU (Frankfurt, Madrid), US (Dallas — Q3 2026), or BR (São Paulo — Q4 2026). Cross-region transfers require explicit Customer authorization and are logged in the audit trail.

8. Termination for convenience

90 days' written notice. Pro-rata refund of unused prepaid credit. Customer Data export within 30 days of termination effective date in JSON/CSV (no proprietary lock-in).

9. Source-code escrow (Tier C only)

For Tier C customers, we deposit the FastAPI/Caddy configuration source code in escrow with EscrowTech or equivalent. Release triggers: (a) Brainiall enters bankruptcy, (b) Brainiall ceases operations of the Service for 30+ consecutive days. Customer pays escrow agent fees.

What this does NOT change

The MSA does not replace:

  • The Data Processing Addendum (DPA) — same GDPR Art. 28 / LGPD Art. 39 obligations.
  • The Privacy Policy — same data-handling commitments.
  • Acceptable Use Policy (Terms Section 4) — same prohibited content rules.
  • Sub-processor list — same vendors disclosed in DPA Section 6.
  • The pricing structure — Enterprise pricing is volume-tiered (15-35% discount on /pricing) but uses the same per-call metering.

How to request

Email legal@brainiall.com with:

  • Company name + Tax ID / EIN / VAT number.
  • Authorized signatory contact (name, title, email).
  • Indicative annual commitment (USD).
  • Preferred negotiation areas (liability cap tier, governing law, etc.).

Typical timeline: 5-15 business days from initial email to fully executed agreement. We use simple plain-language drafts, not 50-page boilerplate. PDF + DocuSign workflow.

Documentation