This Master Services Agreement ("MSA") is the framework agreement under which Hypersign provides identity and fraud-prevention infrastructure to Enterprise customers (the "Client") who sign one or more Order Forms referencing this MSA. The full self-serve contract, including the embedded Service Level Agreement (SLA) and Data Processing Agreement (DPA), is at /terms/business. This MSA is offered as a standalone document for procurement teams that prefer a separate MSA / Order Form / DPA / SLA structure; in case of conflict, the order of precedence in Section 3 of this MSA governs.
1. Parties and Contracting Entity
This MSA is entered into between the Client identified in the applicable Order Form and the Hypersign entity that, under Section 16.6 (Governing Law and Jurisdiction), contracts with that Client:
| Entity | Registered Address | Serves |
|---|---|---|
| Hypermine Labs UG | 21 Wasserturmstrasse, Trudering-Reim, Munich, Germany | Clients established in the European Union, European Economic Area, United Kingdom, Switzerland, United States, Canada, Latin America, and all other jurisdictions not allocated below. |
| Hypermine Technologies Private Ltd | 2214, 21st Floor, Tower 2, Sobha City, Bengaluru, India | Clients established in Asia-Pacific (including India). |
| Hypermine MEA FZCO | A2, Building 2, Dubai Silicon Oasis, Dubai, UAE | Clients established in the Middle East and Africa. |
All formal notices to Hypersign are sent to legal@hypermine.de.
2. Scope of the Services
Hypersign provides the identity and fraud infrastructure platform described at hypersign.id, the Business Console at entity.dashboard.hypersign.id, the public APIs documented at docs.hypersign.id, the Software Development Kits (SDKs) for Web, iOS, Android, React Native, and Flutter, the Model Context Protocol (MCP) server, and any product line Hypersign makes available, including User Verification (KYC), Business Verification (KYB), Transaction Monitoring, Wallet Screening (KYT), Verifiable Credentials, and Decentralised Identity infrastructure (collectively, the "Services"). The Services available to the Client at any time, and any commercial terms specific to the Client, are described in the relevant Order Form.
3. Order of Precedence
In case of conflict between the documents that form the agreement between the Parties, the following descending order of precedence applies:
- The signed Order Form between the Parties.
- The Data Processing Agreement (DPA) signed by the Parties (or, if none is separately signed, the DPA embedded in /terms/business).
- This Master Services Agreement.
- The Service Level Agreement (SLA) at /terms/business (or, if the Order Form names a specific SLA, that SLA).
- Any other policy or annex expressly incorporated by reference.
4. Term and Termination
4.1 Term
This MSA starts on the Effective Date stated in the first Order Form between the Parties and continues until every Order Form has expired or been terminated.
4.2 Termination for Convenience
By Either Party
Unless the Order Form says otherwise, either Party may terminate any Order Form on thirty (30) days' written notice.
Credits on Termination
The Client forfeits unused prepaid Credits except where the termination is by Hypersign for convenience, in which case Hypersign refunds the unused Credits.
4.3 Termination for Cause
Either Party may terminate immediately if the other Party (a) materially breaches the agreement and fails to cure within thirty (30) days of written notice, or (b) becomes insolvent or enters into an equivalent proceeding. Hypersign may suspend or terminate immediately if the Client uses the Services unlawfully, in breach of Section 5, or in a way that compromises the security or integrity of the Services.
4.4 Effect of Termination
Sections that by their nature should survive — Intellectual Property, Confidentiality, Liability, Indemnification, Governing Law — survive termination of this MSA.
5. Client Obligations and Use Restrictions
The Client agrees to:
- (a) Use the Services in compliance with all applicable laws and regulations, including data-protection, anti-money-laundering, and counter-terrorist-financing laws.
- (b) Obtain and maintain every notice, consent, and authorization required from End Users for Hypersign to process their personal data (including biometric data, where applicable).
- (c) Protect the confidentiality of its Access Credentials.
- (d) Ensure the accuracy of Client Data.
The Client must not:
- Reverse-engineer the Services.
- Build a competing identity-verification service using the Services.
- Use Verification results or Client Data to train AI/ML models without Hypersign's prior written consent.
- Abuse the free or trial plan by creating multiple organizations or accounts.
- Interfere with the security or operation of the Services.
6. Fees and Payment
6.1 Prepaid Credits
Unless an Order Form specifies otherwise, the Services are paid for through prepaid Credits denominated in USD. Credits do not expire. Charges accrue per completed Verification Feature.
6.2 Order-Form Pricing
The Order Form may specify volume commitments, custom pricing, invoicing terms, and payment terms that prevail over the standard pay-as-you-go model.
6.3 Failed Payments
Three consecutive failed automatic charges, or non-payment of an invoice past its due date, allow Hypersign to suspend the Services or terminate this MSA in accordance with Section 4.
6.4 Taxes
Prices exclude taxes (VAT, sales tax, withholding) and processor fees, which are the Client's responsibility.
7. Intellectual Property
Hypersign (and its licensors) retain all rights in the Services and Documentation. The Client retains all rights in Client Data. The Client grants Hypersign a worldwide, non-exclusive, royalty-free license to process Client Data solely to provide and improve the Services in accordance with the DPA. Feedback the Client provides may be freely used by Hypersign.
8. Confidentiality
Each Party will protect the other Party's Confidential Information with at least the same degree of care it uses to protect its own (and never less than reasonable care), and will use it solely to perform this MSA. Confidentiality survives for five (5) years from termination, or longer for trade secrets.
9. Data Protection
Processing of personal data on behalf of the Client is governed by the DPA embedded in /terms/business. The DPA addresses lawful basis, sub-processors, international transfers, security measures, breach notification, audit rights, and deletion / return of data. The DPA also governs Hypersign's processing of anonymized or pseudonymized data for model training and fraud-detection purposes as Independent Controller, including the opt-out path (delete the underlying record via the API or the Business Console, or email privacy@hypermine.de).
10. Warranties and Disclaimer
Hypersign warrants that the Services will be provided in a professional manner and substantially in accordance with the Documentation.
EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THIS MSA, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND HYPERSIGN DISCLAIMS ALL IMPLIED WARRANTIES (MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT) TO THE MAXIMUM EXTENT PERMITTED BY LAW. HYPERSIGN DOES NOT WARRANT THE TRUTH OF ANY IDENTITY CLAIM OR THE ABSENCE OF FRAUD; VERIFICATION RESULTS SUPPORT, BUT DO NOT REPLACE, THE CLIENT'S DECISION-MAKING.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HYPERSIGN'S TOTAL CUMULATIVE LIABILITY UNDER THIS MSA SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO HYPERSIGN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.
The cap does not apply to (a) breach of confidentiality, (b) gross negligence or willful misconduct, (c) infringement of the other Party's intellectual property, or (d) the Client's payment obligations.
12. Indemnification
12.1 Hypersign Indemnification
Hypersign indemnifies the Client against third-party claims that the Services, as provided by Hypersign and used in accordance with this MSA, infringe a patent, copyright, or trademark of the third party. The indemnity does not apply to claims arising from (a) the Client's use of the Services in combination with non-Hypersign software, hardware, or data; (b) modification of the Services by a non-Hypersign party; or (c) use of outdated versions where a non-infringing version was available.
12.2 Client Indemnification
The Client indemnifies Hypersign against claims arising from (a) breach of Section 5, (b) End-User or third-party claims related to the Client's collection or processing of personal data or its decisions based on Verification results, (c) Client Data infringing third-party rights, and (d) Client use of the Services in breach of applicable law.
13. Insurance
Hypersign maintains commercial general liability, professional liability (errors and omissions), and cyber-liability insurance with reputable insurers, in amounts and on terms appropriate to its operations. Certificates of insurance are available on request at security@hypermine.de.
14. Compliance with Sanctions and Export Controls
The Client represents that neither it nor its Authorized Users are subject to sanctions or embargoes imposed by the European Union, the United States, the United Kingdom, or other competent authorities, and that the Services will not be used for any purpose prohibited by sanctions or export-control laws.
15. Publicity
The Client agrees that Hypersign may use the Client's name and logo in Hypersign's marketing materials and customer list, unless the Client opts out in writing in the Order Form.
16. General Provisions
16.1 Force Majeure
Neither Party is liable for delay caused by events beyond its reasonable control.
16.2 Modifications
Hypersign may modify this MSA on thirty (30) days' notice; the Client may terminate before the effective date if it does not agree.
16.3 Assignment
The Client may not assign without Hypersign's prior written consent. Hypersign may assign to an affiliate or in connection with a merger or sale of assets.
16.4 Severability
Invalid provisions are limited to the minimum extent necessary; the rest of the MSA remains in force.
16.5 No Waiver
Failure to enforce any right is not a waiver of that right.
16.6 Governing Law and Jurisdiction
The governing law and exclusive jurisdiction depend on the Client's place of establishment, which also determines the contracting Hypersign entity (see Section 1):
| Client Region | Contracting Entity | Governing Law | Jurisdiction |
|---|---|---|---|
| EU, EEA, UK, Switzerland, US, Canada, Latin America & others | Hypermine Labs UG | Laws of Germany | Courts of Munich, Germany |
| Asia-Pacific (incl. India) | Hypermine Technologies Private Ltd | Laws of India | Courts of Bengaluru, India |
| Middle East & Africa | Hypermine MEA FZCO | Laws of UAE (DIFC) | DIFC Courts, Dubai |
Nothing in this Section deprives a consumer of the mandatory protections of the law of the country of its habitual residence. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.7 Entire Agreement
This MSA, together with the applicable Order Form, DPA, SLA, and any policy expressly incorporated, constitutes the entire agreement between the Parties on the subject matter and supersedes all prior or contemporaneous communications.
16.8 Independent Contractors
The Parties are independent contractors. This MSA does not create a partnership, joint venture, employment, franchise, or agency relationship.
16.9 Notices
Notices are valid when (a) delivered personally, (b) sent by registered mail with return receipt, (c) sent by email with confirmation of receipt, or (d) for general notices from Hypersign, posted in the Business Console or on the Website.
16.10 Survival
Sections 7, 8, 10, 11, 12, 13, 14, 15, 16, and any payment obligation accrued before termination survive termination of this MSA.
17. Contact
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