> ## Documentation Index
> Fetch the complete documentation index at: https://recurr.dev/docs/llms.txt
> Use this file to discover all available pages before exploring further.

# For your legal team

> The contractual stack: MSA, DPA, data handling, termination + portability, IP ownership, indemnification, jurisdictional notes. Consolidated entry point for legal review.

This page is the legal team's map of the Recurr engagement: what contracts apply, what data flows, what survives termination, where IP sits, and how indemnification works. The detailed terms live in the MSA itself — this page is the navigable summary.

## The contractual stack

Three documents govern a Recurr migration engagement:

### Master Service Agreement (MSA)

The primary contract between Recurr Pty Ltd and the customer. Covers:

* Scope of services (Migration Program, platform fee period, lifecycle motions)
* Fee structure (pilot deposit, Migration Program fee, platform fee, performance pricing)
* Term + renewal mechanics
* Termination triggers + notice periods
* Confidentiality
* Indemnification framework
* Governing law + dispute resolution
* IP ownership

Standard MSA template is available on request during the Migration Review. Customer-specific MSA terms are negotiated during the pilot scoping phase.

### Data Processing Addendum (DPA)

Attached to the MSA. Covers Recurr's role as a data processor for subscriber PII, including:

* Categories of personal data processed
* Subprocessor list
* Cross-border transfer mechanics (Standard Contractual Clauses where applicable)
* Data subject rights handling
* Breach notification process
* Audit rights

The DPA is GDPR-aligned and CCPA-aligned by default. Customer-specific regulatory addenda (HIPAA, GLBA, etc.) are negotiated at contract time.

### Stripe Connect Terms

The customer signs Stripe Connect's terms directly — Recurr is not in this contractual path. This puts the customer in direct contractual relationship with Stripe as the payment rail; Recurr acts as a Stripe Connect platform.

## Data handling + PII flow

### What PII Recurr processes

* Subscriber email (raw + SHA256-hashed)
* Subscriber identifier from the app's auth system
* Subscription state (plan, status, period)
* Payment metadata (no card details — those live with Stripe)
* Optional: attribution metadata if provided by the customer's MMP

Recurr does **not** process card numbers, CVV, or any PCI scope data directly — Stripe handles all card-data processing under PCI DSS Level 1.

### Where data lives

* **Production data**: US-East (AWS region us-east-1) today; multi-region scoped post-customer-5
* **Backups**: encrypted, cross-region for disaster recovery
* **Logs**: 90-day retention by default, configurable per customer

### Retention policy

* Subscription state: retained for the duration of the engagement + 30 days post-termination for data-export purposes
* Webhook events: 90-day default retention; longer retention configurable
* Subscriber PII: deleted on customer instruction (right-to-be-forgotten requests routed through customer to Recurr)

### Subprocessor list

Recurr's subprocessors fall into two categories:

**Processors handling subscriber data** (named in the DPA):

* **Stripe** — payment processing
* **Supabase** — managed Postgres + auth (subscriber records, subscription state)
* **Vercel** — hosting for customer-facing surfaces (branded checkout, billing portal, help center)
* **Resend** — transactional email delivery
* **AWS** — underlying infrastructure

**Internal tooling** (operational only, no subscriber PII by default):

* **Sentry** — error monitoring; subscriber identifiers excluded from logs
* **PostHog** — Recurr's own product analytics for the tenant dashboard
* **Google Workspace** — internal operations

Customers receive 30-day advance notice of additions to the subscriber-data subprocessor list. Internal tooling changes are not subject to notification.

## Termination + portability

### Termination triggers

Either party may terminate for material breach with 30 days' cure period. Standard MSA terms also include:

* Customer convenience termination at end of annual term with 60 days' notice
* Recurr operational termination only for cause (non-payment, breach, regulatory)

### What survives termination

Critically, the **customer's Stripe Connect account is in the customer's name** — not Recurr's. Subscriptions live in the customer's Stripe account directly. Recurr is the operational interface for managing them.

If Recurr ceases to operate or the engagement terminates:

1. Subscriptions continue billing through Stripe uninterrupted — payment processing, billing schedule, and subscription state are native to your Stripe account, not Recurr's infrastructure
2. Account control transitions to the customer via Stripe's standard platform-disconnection process — direct for engagements on Stripe Standard Connect, mediated through Stripe support for embedded-dashboard engagements
3. The only thing affected is the operational interface (Recurr's dashboard); the underlying billing rail is untouched

This is structural, not contractual. There is no migration-of-data step required to recover from a Recurr-disappearance scenario.

### Data export on termination

On termination, Recurr exports:

* Full subscriber + subscription state (CSV + JSON)
* Historical webhook events (queryable via replay API for the retention window)
* Operator dashboard activity log

Export delivered within 30 days of termination. Customer retains export indefinitely.

### Notice periods

| Termination type            | Notice                             |
| --------------------------- | ---------------------------------- |
| End of term (convenience)   | 60 days                            |
| Material breach (with cure) | 30 days from cure-period close     |
| Customer non-payment        | 60 days from payment due date      |
| Regulatory / legal mandate  | Immediate, with notice to customer |

## IP ownership

Three buckets:

* **Customer data** (subscribers, subscriptions, events, customer-uploaded content) — **customer property**. Recurr has a license to process for service delivery; no other rights.
* **Customer brand** (logos, brand colors, brand voice, custom messaging) — **customer property**. Used on Recurr-hosted surfaces (checkout, portal, help center) under license for service delivery; license terminates on engagement termination.
* **Recurr platform** (software, infrastructure, methodology, documentation) — **Recurr property**. Customer has a service-delivery license; no rights to the underlying platform.

**Aggregate/anonymized data** — Recurr may use aggregated, anonymized data (e.g., industry benchmarks, methodology improvements) without naming customers. Customer-specific identifying details are never used in external materials without explicit consent.

## Indemnification framework

Standard mutual indemnification with caps:

### Recurr indemnifies the customer for

* Third-party claims arising from Recurr's gross negligence or willful misconduct
* IP infringement claims relating to the Recurr platform (excluding customer-supplied content)
* Data breaches caused by Recurr's failure to maintain its security posture per the DPA

### Customer indemnifies Recurr for

* Third-party claims arising from customer-supplied content (subscriber data, brand assets, custom messaging)
* Customer's misuse of the platform
* Customer's regulatory non-compliance for matters outside Recurr's scope

### Caps + carve-outs

* Standard cap: fees paid in the prior 12 months
* Uncapped carve-outs: data breach (Recurr's caused), gross negligence, willful misconduct, IP infringement

Specific caps and carve-outs are negotiable at MSA execution.

## Jurisdictional notes

### Recurr entity

**Recurr Pty Ltd** — Australian Pty Ltd company.
ABN: 31 693 957 809.
Registered office: Australia.

Banking + invoicing details on the engagement-specific invoice.

### Governing law

Default: customer's preferred jurisdiction. Most engagements settle on Delaware (US customers), England + Wales (UK customers), or New South Wales (AU customers).

### Insurance posture

Recurr maintains commercial cyber + tech E\&O insurance scaled to ICP band:

* Pre-customer #1: $2M/$2M aggregate (Cyber + Tech E\&O combined)
* Band 2 customers: $5M/$5M
* Band 3 customers: $10M Cyber + $5M Tech E\&O + Crime coverage

Customer named as additional insured on request. Certificate of insurance available during contract negotiation.

## Cross-references

* [Compliance posture →](/trust/compliance-posture) — GDPR, CCPA, SOC 2 status
* [Data handling →](/trust/data-handling) — full PII flow + retention detail
* [Portability + reversibility →](/trust/portability-and-reversibility) — exit mechanics
* [Risk register →](/trust/risk-register) — what could go wrong, including legal-adjacent
* [Procurement →](/for-your-role/procurement) — vendor risk + insurance + entity info