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Master Services Agreement (MSA)

Welcome, and thank you for choosing Fabrc. We appreciate your business and look forward to working with you. This Master Services Agreement (“MSA”) sets out the rights, responsibilities and legal obligations of both parties.

The individual or entity placing an order for Services is referred to as “Customer”, “you” or “your”.

The entity providing the Services is referred to as “Fabrc”, “we”, “us” or “our”.

The individual or entity using the Services, if different from the Customer, is referred to as the “End User”.

“Services” means the products, technologies and other items purchased by the Customer as set out in the Order Form.

The Effective Date of this MSA is the date you click “I accept”, as recorded by our systems.

This MSA incorporates the following documents by reference:

  • The Order Form showing the Services you have purchased.
  • Our Acceptable Use Policy (AUP).
  • Our Service Level Agreement (SLA).

By accepting this MSA, you confirm that you have reviewed and accepted these documents.

If you use the Services to provide services to third parties, including End Users, and this use breaches our AUP, you are responsible for that breach. We recommend that you incorporate our AUP and SLA into your own customer policies.

Together, the MSA, AUP and SLA form the Agreement.

1. Services

1.1 Services will be provided as set out in the Order Form. We may make changes to the Services where required by law, third-party suppliers, or for security reasons.

1.2 Services may require you to procure additional technology, equipment or licences. You are responsible for this and cannot terminate the MSA on these grounds.

1.3 Some components may be provided by third-party vendors. If such services are withdrawn or discontinued, our obligation is limited to making reasonable efforts to find alternatives.

1.4 Services may require updates (software, firmware or otherwise). You must install updates within thirty (30) calendar days of our request. If you do not, and your failure poses a risk, we may install them directly.

1.5 You are responsible for the security of your passwords and access devices. We may rely on instructions from anyone using them.

1.6 We may need to perform maintenance, sometimes on an emergency basis. We will give five (5) business days’ notice where possible.

1.7 Services are not guaranteed to be continuously available or error-free.

2. Fees

2.1 Fees are set out in the Order Form. If not specified, Fees are due monthly.

2.2 Fees may increase:

  • annually, with reference to the UK Consumer Price Index but also based on commercial factors;
  • if you add Services;
  • if regulated entities or suppliers increase charges.

2.3 Fees are non-refundable except where covered by a money-back guarantee.

2.4 Taxes may be added to Fees.

2.5 If you do not pay Fees when due, we may suspend or terminate Services. Interest and recovery costs may apply.

3. Term and Renewal

3.1 This MSA remains in force until terminated.

3.2 Individual Services begin on the Effective Date in the Order Form and continue for the stated Service Term (or twelve months if none is stated).

3.3 Services automatically renew for twelve (12) months unless either party provides thirty (30) days’ written notice of non-renewal.

3.4 Alternatively, Services may renew on a monthly basis with adjusted pricing.

4. Termination

4.1 You may cancel Services by email to billing@fabrc.cloud or via your customer portal.

4.2 We may terminate Services if:

  • you breach the AUP and fail to remedy the breach;
  • you fail to pay Fees when due;
  • third-party suppliers discontinue components essential to the Services;
  • you enter insolvency; or
  • we are legally required to do so.

4.3 On termination, you are responsible for reconfiguring technical elements of your business, such as DNS and email. We are not responsible for maintaining backups or redirecting services.

5. Intellectual Property

Each party retains ownership of its intellectual property. A limited licence is granted only as necessary to provide or use the Services. Suggestions provided to Fabrc to improve Services become our property.

6. Confidentiality

Both parties agree to protect confidential information disclosed under this MSA and to use it only as necessary for fulfilling obligations under the Agreement.

7. Data Protection

7.1 You are the data controller, and Fabrc is the data processor for any personal data processed via the Services.

7.2 Both parties must comply with applicable data protection legislation, including the EU General Data Protection Regulation (GDPR) and UK GDPR.

7.3 We may subcontract processing to trusted sub-processors, provided they are bound by equivalent contractual obligations.

7.4 Personal data may be processed outside the UK/EEA subject to appropriate safeguards.

8. Security

We use technical and organisational measures to protect data, but you are responsible for securing aspects of Services that you control. If we detect a breach, we may suspend Services to mitigate risks and will notify you as appropriate.

9. Warranties

Each party warrants that it has authority to enter this MSA.

You warrant that:

  • you own or have licensed rights to all data and technology you place on our systems;
  • your use does not infringe third-party rights;
  • your materials are virus-free.

Except as expressly stated, the Services are provided “as is”, “as available” and without warranty.

10. Liability

10.1 Fabrc’s liability is limited to direct damages and capped at the amount of one (1) month’s Fees for the affected Service.

10.2 We are not liable for:

  • lost profits, revenue or business;
  • loss of data;
  • indirect or consequential damages.

10.3 These limits do not apply where prohibited by law.

11. Indemnities

Each party agrees to indemnify the other against claims arising from gross negligence or willful misconduct.

You also agree to indemnify Fabrc against claims from your customers or End Users, and claims arising from your failure to obtain necessary consents or licences.

12. Governing Law and Jurisdiction

This MSA is governed by the laws of the State of Utah, United States. Both parties consent to exclusive jurisdiction and venue in Salt Lake City, Utah (federal courts if applicable, otherwise state courts in Logan, Utah).

13. Notices

Unless otherwise stated, notices must be in writing and sent to:

Fabrc – Legal Department

115 Broadway, Floor 5

New York, NY, 10006

United States

14. General Provisions

This MSA may only be amended in writing, except for updates to the AUP.

Neither party may assign this MSA without written consent, except to affiliates.

Sections of this MSA intended to survive termination will remain in effect.

Neither party is liable for delays caused by events outside its reasonable control (Force Majeure).

15. Service-Specific Terms

The following additional terms apply where relevant:

  • Dedicated Servers – includes hardware replacement and bandwidth overage charges.
  • Managed Services – includes monitoring, firewall settings, and patching.
  • Cloud Services – subject to bandwidth and throughput limitations.
  • Domain Name Services – governed by third-party registrar terms.
  • Backup Protection – provides supplementary backup services but is not foolproof.
  • Managed Security Clean-up Services – limited to remediation of security issues as described.
  • Load Testing Services – carried out at your risk and may affect website performance.

16. Marketing Communications

We may send you newsletters and promotional communications from time to time. You can unsubscribe at any time.