# Infrastructure Master Service Agreement (Cipherbit Enterprise)

**Reference:** `INFRA-MSA-1` — **Template version:** 1.0 · **Status:** `reference` (owner to execute)
**Counterparty template for:** consulting and training engagements booked through the Cipherbit scheduling application (`https://cipherbit.ai/schedule/`) and its Calendly failover (`https://calendly.com/webbtel`).

This Master Service Agreement ("MSA") is executed once and governs every subsequent Statement of Work ("SOW"), order, or booking under it. Each scheduled consulting/training engagement (a 15-minute billable block, or a sequence of blocks) is an SOW under this MSA unless the parties agree otherwise in writing.

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## 1. Definitions

- **Provider:** Cipherbit Enterprise / ECXI (the company selling consulting and training time).
- **Customer:** the party purchasing time (including "existing customers," who price under their negotiated schedule).
- **Booking:** one or more contiguous 15-minute blocks scheduled through the scheduling application.
- **Agreement:** this MSA, the applicable rate card, any SOW, and the order confirmation.

## 2. Scope

1. This MSA covers: (a) executive advisory, (b) architecture and implementation support, (c) training and enablement, (d) security advisory and review, (e) governance and compliance work, and (f) the call-to-action briefing.
2. The **Call-to-Action Briefing (SKU `SCH-BREF-15`)** is the only free engagement: a single 15-minute block. Every other block of provider time is billable.
3. All engagements are delivered remotely unless a specific SOW states otherwise.

## 3. Term and termination

1. Term: this MSA runs for the duration of the engagement period stated on the applicable SOW (single or recurring bookings), beginning on the SOW start date.
2. Either party may terminate upon 30 days' written notice, or immediately for material breach not cured within 15 days. Unused prepaid time is refunded pro rata.

## 4. Fees, rates and billing

1. **Billing unit:** time is measured in 15-minute blocks (`BILLING_UNIT_MINUTES = 15`). Any booking is rounded up to the next whole block.
2. **Rate card:** fees are the then-current published rate card (the vector array at `/api/scheduler`), in USD. Existing customers pay their negotiated MSA rates.
3. **Invoices:** fees are invoiced upon booking confirmation; payment is settled through the booking checkout or Calendly (`https://calendly.com/webbtel`). Invoices are net-15.
4. **Expenses:** pre-approved out-of-pocket expenses are reimbursed; none are included unless itemized on an SOW.

## 5. Scheduling, rescheduling and cancellations

1. Engagements are booked in 15-minute blocks. Provider agrees to honor the booked slot start time; Customer agrees to be ready at the start of the booked block.
2. **Rescheduling:** with at least 24 hours' notice, at no charge. Within 24 hours, a consumed 15-minute block is billable (one billing unit).
3. **Cancellation:** Provider may cancel and reschedule at no charge; Customer cancellations within 24 hours of the slot billable as one block.
4. **Free briefing:** the single free `SCH-BREF-15` block is available once per prospective customer and may not be subdivided or deferred.

## 6. Delivery and acceptance

1. Advisory/training delivered live in the booked blocks; deliverables (materials, recordings, code, reports) are delivered within the SOW's stated timeline or, absent one, within ten business days.
2. Customer acceptance: deliverables are deemed accepted unless disputed in writing within ten business days of delivery.

## 7. Intellectual property

1. The MSA, rate card, and provider materials remain Provider's IP, including any pre-existing tools, templates, models, and methodologies.
2. Provider grants Customer a permanent, non-exclusive, non-transferable license to Customer deliverables for its internal business use. Customer owns data it provides; Customer data is used solely to perform the engagement.

## 8. Confidentiality and data protection

1. Each party treats the other's confidential information as confidential and uses it only to perform this Agreement. Confidential information includes business plans, financials, security posture, and system data.
2. Provider processes Customer data under Cipherbit's privacy commitments and applicable data-protection law; Provider does not train foundational models on Customer confidential information.
3. Return or destruction of confidential information is available on request within 30 days of termination.

## 9. Independent contractor and personnel

1. Provider personnel are Provider's own resources; no employment relationship is created. Provider may substitute personnel with equivalent qualifications, with 24 hours' notice for live slots.
2. The named `employee_seat` on a booking indicates the engagement's accountable owner.

## 10. Warranties and disclaimer

1. Each party warrants it has authority to enter this Agreement. Provider warrants the performance of services with reasonable skill and care.
2. Except as stated, all services and deliverables are provided "as is," without other express or implied warranties.

## 11. Liability

1. Each party's aggregate liability under this Agreement is limited to the fees paid by Customer in the trailing three months.
2. Neither party is liable for indirect, special, incidental, or consequential damages, including lost revenue or data.

## 12. Insurance and compliance

1. Provider maintains commercially reasonable liability and cyber coverage and will comply with applicable laws (including export control and sanctions). Where Customer requires it, provider cooperates with FedRAMP/SOC 2/HIPAA/CMMC scoping evidence.

## 13. Governing law

1. Governing law: Switzerland (ECXI's Swiss-hosting jurisdiction), excluding conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts of Zurich for disputes arising under this Agreement.

## 14. MSA-authorized scheduling surfaces

1. This MSA is the template referenced by the scheduling rate card on `cipherbit.ai`. Booking confirms agreement to these terms:
   - `https://cipherbit.ai/schedule/` — scheduling application.
   - `https://cipherbit.ai/shop/` — ECXI commerce gateway (settlement).
   - `https://calendly.com/webbtel` — failover checkout with accepted payment at company rates.
2. Booking, paying, or attending a session constitutes acceptance of these terms.

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_Cipherbit Enterprise · `INFRA-MSA-1` · template for consulting/training engagements · generated 2026-10-12_