Master Service Agreement (MSA)

"Customer": The venue or company named on the Order Form.

"Services": NightShield's hosted incident-detection platform, APIs, dashboards, alerts and related support.

"Clips": Short video segments and metadata generated from Customer's CCTV feeds.

"Order Form": A signed order referencing this MSA.

"DPA": NightShield Data Processing Addendum at https://nightshield.ai/dpa (as updated per DPA change process).

"Sub-processor List": https://nightshield.ai/subprocessors

"SLA": Service Level terms in Schedule 1.

"Fair Use Limits": Limits stated on the Order Form (streams, max resolution, max FPS, retention, recipients).

2.1 NightShield provides real-time incident detection on IP camera streams (e.g., RTSP/ONVIF), plus an admin dashboard and alerting.

2.2 Not life-safety: Services assist staff; they do not replace human judgement or emergency services.

2.3 Compatibility: Customer provides working IP camera streams and connectivity. NightShield may downscale or sample frames for performance.

2.4 Fair Use: NightShield may throttle, prompt a plan change, or charge overages (see Order Form) if sustained usage exceeds Fair Use Limits.

3.1 Lawful CCTV: Customer is the Controller and must ensure a lawful basis, signage, and internal policies for CCTV and Clips.

3.2 Access: Provide stream URLs, NVR details, and staff contact points; keep credentials current.

3.3 Environment: Maintain adequate bandwidth, power, and networking.

3.4 Recipients: Manage who receives alerts; remove leavers promptly.

4.1 Fees are set out in the Order Form; billed monthly in advance, NET 14 days; prices exclude VAT.

4.2 Overages & Plan Changes: If sustained overage > 5 consecutive days, NightShield may (i) throttle, (ii) charge overages, or (iii) move Customer to a higher plan on notice (see Order Form rate card).

4.3 Late amounts may accrue interest at 4% above BoE base rate; NightShield may suspend for non-payment after notice.

4.4 Auto-renew & price changes: Annual auto-renew. Price changes effective on renewal with 30 days' notice, capped at CPI + 5% unless Customer changes plan.

5.1 The MSA starts on the Effective Date and continues until all Orders terminate.

5.2 Either party may terminate an Order and/or this MSA for uncured material breach (30 days' notice).

5.3 Customer may terminate an Order Form at the end of any term period with 30 days' written notice before renewal.

5.4 On termination: access stops; NightShield deletes Clips per DPA and Order Form retention.

8.1 Roles: Customer (Controller), NightShield (Processor).

8.2 Processing is governed by the DPA at https://nightshield.ai/dpa, incorporated by reference.

8.3 Sub-processors: listed at /subprocessors; NightShield will give notice of changes with an objection window as set in the DPA.

11.1 Ownership: Customer owns Customer Data and Clips. NightShield owns the Services, models, and improvements.

11.2 Licence to Provide Services: Customer grants NightShield a licence to process Clips and metadata solely to deliver the Services and support.

11.3 Model Improvement (Optional): If not opted-out on the Order Form, Customer grants NightShield a perpetual, non-exclusive licence to use de-identified Clips and derived features to improve models. If opted-out, NightShield will not use Clips for training beyond Customer's instance.

11.4 NightShield warrants its models and training data are lawfully sourced/licensed.

13.1 By NightShield: NightShield will defend and indemnify Customer against third-party claims alleging the Services infringe UK IP rights, excluding claims arising from Customer data, instructions, or non-standard use.

13.2 By Customer: Customer will defend and indemnify NightShield against claims arising from Customer's unlawful CCTV use, lack of signage/lawful basis, or breach of this MSA.

13.3 For IP claims, NightShield may modify, replace, or refund pre-paid fees for the affected Service.

14.1 Cap: For subscriptions, each party's total liability is capped at the greater of (a) fees paid or payable by Customer in the 12 months prior to the claim; or (b) £25,000.

14.2 Exclusions: Neither party is liable for indirect or consequential losses, loss of profits, or loss of data (except to the limited extent expressly required by the DPA).

14.3 Carve-outs: Caps and exclusions do not apply to: (i) death/personal injury caused by negligence; (ii) fraud; (iii) wilful misconduct; (iv) IP indemnity under 13.1; (v) breach of confidentiality; or (vi) data protection breach caused by a party's failure to comply with the DPA.

Monthly Uptime Target (hosted components): 99.5%.

Credits: For each full 0.5% below target in a month, credit 5% of monthly subscription, capped at 20%.

Exclusions: (i) Planned maintenance (with ≥48h notice); (ii) factors outside NightShield's control (e.g., Customer networks/ISPs, camera/NVR issues); (iii) beta features; (iv) force majeure; (v) misuse or breach.

Process: Claim within 30 days of month-end. Credits apply to future invoices.