Master Service Agreement
Updated June 01, 2023
This Master Service Agreement is made on the date on the Order and is made between:
(1) MRB Corporation Ltd trading as CyberSiARA, a company registered in England and Wales under company number 11415351, registered office address Unit 56-58 Surrey Technology Centre Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7YG, U.K.; and
(2) the Customer named on the Order.
(A) We agree to provide software products such as CyberSiARA which is a cognitive artificial intelligence (AI) product to defeat bot attacks and cyber frauds, being the Services defined below to you on the terms of this Master Service Agreement ("Agreement") for the term of this Agreement including on the terms in our Service Level Agreement on the Schedule and any specific/special terms and conditions on the Order, all of which are incorporated as part of this Agreement.
(B) You wish to take the Services in consideration of your payment to us of the Fees.
Therefore we agree as follows:
"Confidential Information" is defined in clause 11.
"Fees" means the charges you pay us for the Services as set out in the Order and as described in clause 3.
"Order" means the order form agreed by us and the Customer for the provision of the Services by us to the Customer which may include specific/special conditions applicable to that order which also form part of this Agreement.
"Service Level Agreement" or "SLA" means the service level agreement scheduled to this Agreement and which forms part of this Agreement.
"Services" means the services we contract to provide to you described on the Order such as our provision to you of the CyberSiARA product as further described on our website https://www.cybersiara.com/.
"We"’ or "Us" or "MRB Corporation Ltd" means MRB Corporation Ltd trading as CyberSiARA, registered in England and Wales under company number 11415351, registered office address Unit 56-58 Surrey Technology Centre Occam Road, Surrey Research Park, Guildford, Surrey, GU2 7YG, U.K.
"You", "the User" or "the Customer" means the customer being a legal entity such as a limited company or a sole trader or partnership named on the Order.
2. Provision of Services
2.1 We will provide the Services to the Customer in accordance with the terms of this Agreement (including the SLA scheduled to it) in consideration of your payment to us of the Fees for the term / duration set out on the Order, provided you follow the registration process set out below.
2.2 To use the CyberSiARA Service, the Customer is required to create a user account on CyberSiARA website at www.cybersiara.com or www.mycybersiara.com. Upon creating a user account, a profile shall be generated which will require the Customer to supply basic information. This information shall be protected as defined in this Agreement and shall not be shared with any third-party organisations. Amendments may be added to the profile by accessing your profile at a later point in time. Where the Customer is an employee of a company the agreement between us is between the legal entity/employer and us.
2.3 In order to create an account, the Customer is required to enter personal information and a valid email address. These details shall be cross referenced against our internal database to ensure there are no duplicate accounts.
2.4 Additional measures are required to ensure your account is secured via a secondary email validation system to complete your registration. After completing the sign-up page, you will receive an automated email from us to confirm your email address. You will then be required to click on the link and confirm your email address. It is only upon completion of this process that registration is deemed to be complete, and access granted to the use of our Services.
2.6 We provide support services to the Customer as set out in the SLA for the hours of support cover therein described.
2.7 We reserve the right to modify the Services from time to time, (save that where this may result in a material reduction in the functionality of the Services where we will give you at least 30 days' prior notice except where such notice may not be given by law).
3.1 The Customer undertakes to pay the Fees on the Order which are calculated on the basis set out on the Order. All Fees are invoiced by us to you.
Payment is due as set out on the Order. Subscription fees are payable in advance and technical service fees as set out on the Order. Where not otherwise specified our invoices are due for payment within 30 days of the date of invoice and interest is charged on overdue sums at the rates set out in the Late Payment of Commercial Debts (Interest) Act 1998.
3.3 VAT is added to all invoices at prevailing rates where we are required to charge it.
3.4 We reserve the right to suspend the provision of the Service to you if you fail to pay a sum when due.
3.5 If you select to deactivate your site, you will not be charged from the next coming up month and your plan with all its features will be stop automatically after the expiry date.
3.6 Your renewal date will be the anniversary of the date you registered with CyberSiARA unless otherwise stated on the Order.
3.7 Fees are not refundable even if you terminate this Agreement before the end of the period for which you have paid, except where we are in material breach of this Agreement or we terminate this Agreement without cause in which case a proportionate refund will be paid after we set off any sums due to use.
4. Free Evaluation l Period (if applicable) and Consequences of Failure to Pay
4.1 In some cases we may offer a two week evaluation period in which case this will be as set out on the terms with the Order to try the Services on a free of charge basis for that period after which, if you decide to continue, chargeable Services being and the contract length of term starts to run,
4.2 We will have no liability for any harm or damage arising out of or in connection with such free evaluation period Services to the fullest extent permissible by applicable law.
4.3 After you accept to use the Services in the case of late payment or declined payment the SiaraShield widget will be removed from your website and all the security and statistical features will be removed and disabled from your website without prejudice to our other rights. Our obligation to provide the Services to you shall cease (or may be temporarily suspended at our option).
5. Use of API and Customer's Website
5.1 In order to provide the analytics of your site, SiaraShield uses tools and API to analyse and keep records of the end user or client’s location and other statistics. Information collected under this function includes but is not limited to IP address, location, operating system, types of web browser, and other analytical and statistical information. None of this information will be used to identify the end user nor to reveal any of their personal data. The analytical tools are provided to establish the nature of your clients or users and how they interact with your website in order for you to improve your services. These API tools can also help you to identify the location and nature of possible threats and bot attacks to your website.
5.2 We use third-party to collect information regarding end users IP address. The accuracy of the information provided is not guaranteed and can be false sometime.
6. Limitation and Exclusion of Liability
6.1 Our Services and all our products including SiaraShield are not an antivirus product and offer no protection of this nature; protection is limited to protection for your website against online automated computer robots ("bots"). We do not warrant that functions contained within the Services and cybersiara.com and www.mycybersiara.com content will be uninterrupted or error free, that defects will be corrected nor that www.cybersiara.com and www.mycybersiara.com or the server that makes it available are free of viruses or bugs.
6.2 We do not guarantee that no virus or harmful information can access your server or website.
6.3 Our Services are intended to protect your website, but we cannot guarantee to protect you fully against all kind of attacks which may include bot attacks, artificial intelligence attacks or optical character recognition attacks.
6.4 Although our products and the Services have been thoroughly tested and validated under independent laboratory conditions, all of the test results are available for information and academic/research purposes and are relative to the tests conducted, the tests do not offer and nor do we provide to you any assurance of 100% accuracy under any future identical scenarios conducted.
6.5 Except as provided in clause 6.7, we limit our liability to the Customer under this Agreement to the amount of the Fees under the Order concerned which have been paid by the Customer to us in the 12 months prior to any claim.
6.6 Except as provided in clause 6.7, we exclude liability to the Customer for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise):
(a) loss of data;
(b) loss of revenue or anticipated profits;
(c) loss of business;
(d) loss of opportunity;
(e) loss of goodwill or injury to reputation;
(f) losses suffered by third parties; and
(g) any indirect, consequential, special or exemplary damages arising from the use of the Services regardless of the form of action.
6.7 Nothing in this Agreement shall exclude or limit our liability to the Customer for death or personal injury caused by our negligence nor for fraud.
7. Term and Termination
7.1 This Agreement runs from the date set out on the Order for the initial term set out on the order to the date stated (unless earlier terminated as provided in clauses 7.2 - 7.3 below). After the expiry of the initial term Agreement shall continue for a 12 month renewal term and successive further 12 month terms in all cases until terminated by either party by at least 30 days' written notice to the other to expire at the earliest at the end of the initial term or on any annual anniversary after that.
7.2 Either party may terminate this Agreement on at least 30 days' written notice to the other party where the other party is in material breach of this Agreement (or forthwith on written notice if the breach cannot be remedied). Termination for breach is without prejudice to the other party's rights.
7.3 Either party may terminate this Agreement on written notice forthwith where the other party is in liquidation, receivership, bankrupt or other similar event in the jurisdiction to which the other party is subject.
7.4 Customer warrants it is not a consumer and purchases the Services in the course of its business and therefore no immediate right to cancel applies.
7.5 The Customer may delete their account manually via the user portal account or they may request that our support team deletes their account. By deleting the user account, all of the personal information associated with that user shall be blocked and held in a secure and isolated folder in our system for a certain period of time where it will then be wiped from our server permanently.
8. Effects of Termination
8.1 On termination the Customer shall cease all use of the Services immediately.
8.3 The Customer will no longer have access to its data and services after the account deletion.
8.4 On termination all the security features as well as the statistics associated with CyberSiARA will be removed from your site and you will no longer be able to use SiaraShield on your website with immediate effect.
8.5 On termination and account deletion funds remaining on your account or any remaining subscription shall not be refunded to you and you will lose your subscription.
We may use Customer's name and logo on our websites and in marketing stating the Customer is a customer of ours. This clause survives termination of this Agreement.
10. Intellectual Property
10.1 We warrant that:
(a) we own or have the legal right to license to customers the software provided as part of the Services and to provide the Services;
(b) no part of the Services will misappropriate or infringe any third party’s copyright.
(c) (i) the Services shall contain no computer instructions whose purpose is to disrupt, damage or interfere with our or your clients' use of the Services or any of their data, programs, computers, systems or telecommunications or broadcast equipment, software or services for their commercial purposes; and (ii) unless expressly authorised in writing by an officer of yours, the Services shall not contain any key, node lock, time-out, logic bomb or other function, implemented by any means, which may restrict your or your clients' use of or access to the Services or any data, programs, computers, systems or telecommunications or broadcast equipment, software or services ; and
(iii) any digital content, including, but not limited to, web pages, web applications, mobile applications and creative assets (including any features thereof and bug fixes and improvements thereto) created and/or delivered by us under this Agreement including any content obtained by us from a third party (“Digital Content Deliverables”) (if any) conform with the Worldwide Web Consortium’s Web Content Accessibility Guidelines version 2.1 levels A and AA, as may be updated, amended or any successor versions (“WCAG 2.1 AA”), unless conformance is not technically feasible.
10.2 You acknowledge that our Service and software products and trading names are valuable intellectual property rights owned by us including all deliverables we supply to you hereunder, even if customised for you and including Digital Content Deliverables defined in clause 10.1 above. CyberSiARA is a trading name and a product of ours. The names, images and logos identifying MRB Corporation Ltd. or third parties and their products and services are subject to protection by copyright, design rights and trademarks of ours and/or third parties. Nothing contained in this Agreement shall be construed as conferring by implication or otherwise any licence or right to use any trademark, patent, design right or copyright of MRB Corporation Ltd. or any other third party other than that you may use them as part of necessary use of the Service.
10.3 Under no circumstances may any product comprising part of the Services, its concept or any element of it be copied, reverse engineered nor used for any purpose, other than as set out in this Agreement, to the fullest extent permitted by law. You may only use the Services as set out in this Agreement and for the intended purposes only. You may not copy, reproduce, republish, download, post, transmit, make available to the public or otherwise use www.cybersiara.com or www.mycybersiara.com content or the Services in any way. You also agree not to adapt, alter or create any derivative work from any www.cybersiara.com or www.mycybersiara.com content. You agree to use www.cybersiara.com or www.mycybersiara.com only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of www.cybersiara.com or www.mycybersiara.com. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of interaction within www.cybersiara.com or www.mycybersiara.com.
10.4 All reports generated using the Services based on your data ("Client Data") will be owned by you, but may only be used for your own internal business purposes. You may not sell or commercialise or sublicense such reports without our prior consent. Where the Services generate a report for you of bots/ attacks/ threats we own the intellectual property rights in such reports which relate to third party data. We also may use any such reports and those used comprising your data on an anonymised basis for our own data gathering, reports, research, information whether used commercially or not such as to report on percentages of users subject to attacks and the like.
10.5 We will own the intellectual property rights in any Customer feedback submitted by you.
10.6 The Customer shall enter into all documents necessary to vest intellectual property rights owned by us in us.
10.7 The provisions of this clause 10 survive termination of this Agreement.
11.1 In this Agreement "Confidential Information" means all information disclosed by either you or us as a “Disclosing Party” to the other party as a “Receiving Party” or otherwise learned by the Receiving Party in connection with performance of the Services hereunder including our software, products such as CyberSiARA and product and financial information; and the Confidential Information includes, but is not limited to, personal, consumer, customer, Client, or employee information; business plans, marketing information, cost estimates, forecasts, bid and proposal data, or financial data; or formulae, products, processes, procedures, programs, inventions, systems, or designs of the Disclosing Party.
11.2 The Receiving Party acknowledges that all Confidential Information remains the property of Disclosing Party. The Receiving Party shall keep all Confidential Information in confidence and shall not disclose any Confidential Information to any third party. The Receiving Party shall not use any Confidential Information for any purpose other than pursuant to this Agreement. Such obligations do not apply to information which is or hereafter becomes generally known, or is hereafter furnished to the Receiving Party by a third party without restriction on disclosure.
11.3 Each party shall implement and maintain safeguards for Confidential Information sufficient to (1) ensure the security and confidentiality of the Confidential Information, (2) protect against anticipated threats or hazards to the security or integrity of such Confidential Information, and (3) protect against unauthorised access to or use of such Confidential Information. Each party shall establish procedures for all employees with access to Confidential Information to protect the privacy of such information. At a minimum: (i) each party shall not transmit Confidential Information across unsecured communication channels or wireless LANs and shall ensure that all Confidential Information, whether in transmission or storage is secured against unauthorised access and/or distribution through encryption, authentication and robust access, distribution and replication controls; (ii) each party shall implement security assessment tools to monitor the system resources and security controls; (iii) each party shall implement and maintain detective and intrusion response and recovery plans for monitoring potential unauthorized access to its systems and shall maintain regularly updated anti-virus and spyware software on all computers (laptops, desktops, servers, etc.) connected to the network; (iv)each party shall implement and maintain security alert mechanisms to generate alerts on attempted breaches and attacks that could compromise the integrity of Confidential Information; (v) each party shall have a security incident response plan that enables the other party to take appropriate actions to address incidents of unauthorised access to, or misuse of, Confidential Information.
11.4 Each party will notify the other as soon as possible in the event it believes, or has reason to believe, that either a loss of Confidential Information or security breach has occurred, and will provide assistance in identifying appropriate information relating to the breach.
11.5 Within five days following the earlier of (i) the request of the Disclosing Party, or (ii) the expiration or termination of this Agreement, Receiving Party shall return to the Disclosing Party or destroy all Confidential Information and all related documents and materials. Such Confidential Information must be destroyed by modifying, shredding, erasing or otherwise making the information unreadable or undecipherable.
11.6 The User is responsible for maintaining the confidentiality of all usernames and passwords created by or assigned to the User (“Credentials”) and are solely responsible for all activities that occur under such Credentials. You agree to notify MRB Corporation Ltd promptly of any actual or suspected unauthorised use of any Credentials. MRB Corporation Ltd reserves the right to terminate any Credentials that we reasonably determine may have been accessed or used by an unauthorised third party and will provide immediate notice of such to you. For your added security, we strongly encourage you to enable two-factor authentication in conjunction with all Credentials.
11.7 The obligations of the parties set forth in this Confidential Information clause 11 are in addition to the obligations of the parties set forth in any existing Nondisclosure Agreement or otherwise arising under applicable law.
11.8 The provisions of this clause survive termination of this Agreement.
12. Data Protection
12.1 Each party agrees not to send to the other party personal data as defined in UK GDPR and the Data Protection Act 2018 as amended from time to time without a lawful basis to do so.
12.2 No personal information is stored on our email server with the exception of any customer enquiries and customer email addresses as stated in clause 2.5 above. The Services and our product do not gather personal data from anyone and all responsibility of the User's website for data protection compliance is your responsibility and those who run your website for you. Were a hacker/bot or other device to obtain personal data from you/ your website despite your use of our Services we are not liable for this and fully exclude our liability for any loss, damage, client or third party claims or data protection fines from any regulator arising from any data breaches, to the fullest extent permissible by applicable law.
13. Governing Law and Jurisdiction
These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).
14.1 We may vary the terms of this Agreement by posting revised terms on our website, but you may then terminate the Agreement by notice in writing to us before the new terms take effect if you wish to do so where the terms are materially changed.
14.2 This Agreement and its Schedule (SLA) and the Order including any specific/special terms and conditions on the Order are the entire agreement between the parties. Where they conflict the order of precedence is the Order including any terms and conditions on it, this Agreement and the SLA.
14.3 If any provision of this Agreement is held to be void it shall be severed from this Agreement and the other provisions shall continue in full force and effect.
14.4 Failure to enforce or enforce quickly any right hereunder shall not waive such right. Headings in this Agreement shall not be used in its construction.
14.5 The Customer may not assign its rights under this Agreement without prior written consent from us.
14.6 We may use subcontractors and consultants in the performance of the Services.
14.7 Neither the Customer nor we has power to bind the other party.
14.8 Notices sent to each party shall be sent in writing by post or by email or by hand to the address/email address given in the Order.
14.9 No rights are given to any third party under this Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
The Master Service Agreement Schedule (Service Level Agreement) appears on the next page of this Agreement.
SCHEDULE TO THE MASTER SERVICE AGREEMENT
MRB Corporation Limited trading as CyberSiARA
"CyberSiARA" means our product of that name as further described on our website
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which CyberSiARA was in a state of "Unavailable". Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion (defined below).
“Service Credit” means a dollar credit, calculated as set forth below, that CyberSiARA may credit back to an eligible account.
"Service" means the provision of the CyberSiARA product by us to you.
“Unavailable” means that while using the most up-to-date CyberSiARA API and a fully functioning Internet connection, an API response from the CyberSiARA service exceeds 10 seconds.
Definitions used in the Master Service Agreement used in this Scheduled SLA shall have the same meaning as in such Master Service Agreement.
2. UPTIME SERVICE LEVEL COMMITMENT
We will use commercially reasonable efforts to make CyberSiARA available with a Monthly Uptime Percentage (defined below) of at least 99% during each month of usage (the “Service Commitment”) subject to the SLA Exclusions defined in paragraph 4 below. In the event CyberSiARA does not meet the Service Commitment, you are eligible to receive a Service Credit as described below. This SLA is part of the Master Service Agreement between you and us.
3. SERVICE COMMITMENT AND SERVICE CREDITS
3.1 Technical Support
We will provide technical support to you during our usual operational opening hours 9am to 5pm, Monday to Friday and we provide 24/7 customer support via email and ticket systems.
We are closed on bank and public holidays in the UK other than where an emergency arises such as major system failure.
Contact for service queries is by email, telephone and online ticket 24/7
Where service queries are raised we aim to respond in the following timescale subject to the Service Exclusions in paragraph 4 below:
Response and confirmation to the customer within 24 hours.
(i) Target time for resolution for low priority task: within a week
(ii) Target time for resolution for mid to low priority tasks: within 72 hours
(iii) Target time for resolution for high priority tasks: within 48 hours
3.2 Service Commitment and Service Credits
Service Credits are calculated as a percentage of the charges paid by you for the month in which the unavailability occurred in accordance with the table below:
Monthly Uptime Percentage
Below 99% but above 98%
Seven days of Service credited to customer's account
Below 98% but above 95%
Fourteen days of Service credited to customer's account
Thirty days of Service credited to customer's account
We (CyberSiARA) will apply Service Credits against future payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from CyberSiARA. They are the sole remedy for you arising from breach of our commitment in paragraph 1 above. Your sole and exclusive remedy for any unavailability, non-performance or other failure by us to provide the CyberSiARA service including all Services to you is the receipt of a Service Credit (if you are eligible for this under this SLA) in accordance with the terms of this SLA (other than liability for death and personal injury caused by our negligence or for fraud as stated in the Master Service Agreement which is not excluded nor limited).
4. CREDIT REQUEST AND PAYMENT PROCEDURES
To receive a Service Credit, you must submit a claim by emailing email@example.com. To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include:
- the words “SLA Credit Request” in the subject line;
- the dates and times of each Unavailability incident that you are claiming;
- the affected Public Keys and sites; and
- your request logs that document the errors and corroborate your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks).
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we (CyberSiARA) will issue the Service Credit to you within one billing cycle following the month in which your request is submitted.
5. SLA EXCLUSIONS
The Service Commitment does not apply to any unavailability, suspension or termination of CyberSiARA performance issues: (i) that result from a termination of service as described in any other contract with us including the CyberSiARA Master Service Agreement; (ii) caused by factors outside our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of CyberSiARA; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to the Master Service Agreement; or (vii) arising from our suspension and termination of your right to use CyberSiARA in accordance with the Master Service Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we (CyberSiARA) may issue a Service Credit considering such factors at our discretion.
END OF AGREEMENT