About this MSA
This page describes the structure and key provisions of the QuantaSeal Master Services Agreement. Enterprise customers (Growth plan and above, or deals over AUD $50k ACV) may request a Word document for review and redlining. The MSA supersedes and replaces the standard Terms of Service for enterprise customers.
1. Services
Defines the scope of QuantaSeal services, Order Forms, and Statements of Work. Allows for project-specific SOWs under the master umbrella. Includes implementation services, training, and support as separate line items.
2. Fees & Payment
Net-30 payment terms for invoiced enterprise deals. Volume discounts for annual pre-pay (up to 20%). Quarterly Business Reviews (QBRs) included for Enterprise and White Label tiers. Usage-based overage billed monthly in arrears. Price protection for 24 months from contract date.
3. Intellectual Property
QuantaSeal retains ownership of the platform, algorithms, and improvements. Customer retains ownership of Customer Data. Any customisations developed under a SOW are owned by the customer unless otherwise agreed. No IP licence grant to QuantaSeal over Customer Data.
4. Confidentiality
Mutual NDA with a 5-year term surviving contract termination. Standard carve-outs for publicly known information, independently developed information, and legally required disclosures. Specific confidentiality obligations for PQC key material and audit logs.
5. Data Protection
DPA incorporated by reference. Comprehensive GDPR/Privacy Act obligations. Data residency election at contract execution. Audit rights (annually, with 30 days notice). Data deletion certificate within 30 days of termination.
6. Security
Annual penetration test. SOC 2 Type II report sharing. ISO 27001 certificate sharing. 72-hour breach notification. Incident response SLA by severity. Dedicated security contact for Enterprise customers.
7. Warranty & SLA
Platform uptime SLA incorporated (99.99% for Enterprise). Service credit mechanism. Dedicated support channel with P1 1-hour response SLA. Scheduled maintenance notifications at least 72 hours in advance for Enterprise.
8. Limitation of Liability
Cap: total fees paid in the prior 12 months. Carve-outs: death/personal injury, fraud, IP indemnification obligations, gross negligence, wilful misconduct, and confidentiality breaches. No limitation on data protection indemnification obligations up to the contract value.
9. Indemnification
QuantaSeal indemnifies Customer against third-party IP infringement claims related to the platform. Customer indemnifies QuantaSeal against misuse of the platform and Customer Data. Standard mutual defence obligations.
10. Term & Termination
Initial term as specified in Order Form (typically 1 or 3 years). Auto-renews unless notice given 90 days before renewal date. Termination for cause (material breach uncured after 30 days). Termination for convenience (90 days notice, pro-rated refund). Survival clauses for confidentiality, data protection, and audit obligations.
11. Governing Law
Governing law: South Australia, Australia (for AP/ANZ customers). New York, USA (for US/Americas customers). English law (for EU/UK/global customers). Dispute resolution: escalation to senior management, then mediation, then arbitration (ICC rules for international disputes).
Request the MSA template
To receive the full MSA Word document for review, or to begin negotiation, contact our legal team: