This Master Service Agreement ("MSA") is between Pregress (trading as Finimbus), registered at [registered address] under company number [company registration number] ("Finimbus", "we", "us") and the customer named in the order form ("Customer"). It applies from the effective date of the first order form that refers to it. The Terms of Use govern use of the website, and apply to the Service only where this MSA is silent.
Definitions
- Service: the Finimbus platform at finimbus.dev and app.finimbus.dev, including its API, reports and updates.
- Order Form: a document or online plan selection that names the Customer, the subscription term, the monitored Azure scope and the fees.
- Customer Data: data the Customer or its users submit, or that the Service reads from the Customer's Azure environment, including the findings produced from it.
- Authorised Users: the Customer's employees and contractors it allows to use the Service.
The Service
Finimbus provides the Service as described in the Order Form and its documentation. The Service reads resource metadata and cost data from the Azure subscriptions the Customer connects, using read-only roles granted by the Customer, and produces findings and ranked suggestions. The Service does not modify the Customer's Azure environment. We may improve the Service, but will not materially reduce its core functionality during a paid term.
Customer responsibilities
- Create and maintain the Azure app registration and grant only the documented read-only roles.
- Make sure it is entitled to connect each subscription, including those of its own customers or affiliates.
- Keep credentials secure and restrict the Service to Authorised Users, for whom the Customer is responsible.
- Evaluate suggestions before acting on them; all changes to the Customer's environment are the Customer's own decisions.
Fees and payment
Fees are in the Order Form. On Pro they follow the monthly token budget the Customer picks, and tokens not used in a month are credited against the next invoice. Enterprise fees are agreed in the Order Form. Invoices are issued in advance, are payable within 30 days, exclude VAT and other taxes, and overdue amounts bear interest at the Belgian statutory commercial rate. We may suspend the Service after 15 days' written notice of non-payment. Fees are non-refundable except as this MSA states.
Term and renewal
Each Order Form has an initial term stated in it and then renews for successive periods of the same length, unless either party gives written notice of non-renewal at least 30 days before the period ends. We may change fees for a renewal period by giving 60 days' notice.
Termination
Either party may terminate this MSA or an Order Form by written notice if the other materially breaches it and does not remedy the breach within 30 days of notice, or becomes insolvent. On termination the Customer's access ends. We make Customer Data available for export for 30 days, then delete it as the DPA describes. Sections that by their nature survive (payment, confidentiality, liability, governing law) survive.
Data protection and security
The parties' obligations for personal data are in the Data Processing Agreement, which forms part of this MSA. Finimbus applies technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access control, secret management, logging and environment separation, and stores Customer Data in the EU. We notify the Customer without undue delay after becoming aware of a security incident affecting Customer Data.
Intellectual property
Finimbus keeps all rights in the Service and its underlying rules, software and know-how. The Customer keeps all rights in Customer Data. Finimbus grants the Customer a non-exclusive, non-transferable right to use the Service and its reports for its internal business purposes during the term. The Customer grants Finimbus the right to process Customer Data to provide the Service. Aggregated, de-identified statistics that cannot identify the Customer may be used to improve the Service if the Customer has opted in to research and development use.
Confidentiality
Each party will keep the other's non-public information confidential, use it only for this MSA, and disclose it only to personnel and advisers who need it and are bound to confidentiality, or as required by law. This does not apply to information that is public through no fault of the recipient, already known to it, or independently developed. The obligation lasts for the term and three years after.
Warranties
Finimbus warrants that it will provide the Service with reasonable skill and care and in line with its documentation. The Customer's sole remedy for breach of this warranty is that Finimbus will correct the non-conformity or, failing that, refund prepaid fees for the affected period. Savings estimates are estimates, not guarantees. Except as stated, the Service is provided "as is" and all other warranties are excluded to the extent the law allows.
Liability
Neither party is liable for indirect or consequential loss, lost profit or revenue, or loss of goodwill. Each party's total liability under this MSA in any twelve-month period is limited to the fees paid and payable for that period. Nothing limits liability for intent, gross negligence, fraud, death or personal injury, breach of confidentiality, or anything else that cannot be limited by law. The Customer is responsible for any change to its Azure environment made on the basis of a suggestion.
Indemnity
Finimbus will defend the Customer against third-party claims that the Service infringes that party's intellectual property rights, and pay damages finally awarded or agreed in settlement, if the Customer gives prompt notice and reasonable cooperation. Finimbus may modify the Service, procure a right to continue, or terminate and refund prepaid fees for the unexpired term. The Customer will defend Finimbus against claims arising from its connecting a subscription it was not entitled to connect.
Subcontractors and assignment
Finimbus may use subcontractors, remains responsible for them, and lists the processors of personal data in the DPA. Neither party may assign this MSA without the other's written consent, except to a successor to substantially all of its business.
General
This MSA with its Order Forms and the DPA is the entire agreement and replaces earlier discussions. Changes must be in writing and signed by both parties, except that we may update the documentation and, for new Order Forms, this MSA. Notices are given by email to the addresses in the Order Form. If a provision is invalid the rest remains in force. Neither party is liable for delay caused by events beyond its reasonable control, which includes failures of Microsoft Azure or the internet.
Governing law and jurisdiction
Belgian law governs this MSA, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The courts of the district where Finimbus has its registered office have exclusive jurisdiction.
Contact
legal@finimbus.dev
Pregress (trading as Finimbus), [registered address].