Master Service Agreement

Complete Master Service Agreement

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following terms shall have the following meanings:

• "Access License" means either a User License or Client Access License as specified in the Customer Subscription Agreement
• "Agreement" means this Master Service Agreement and any amendments thereto
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party
• "Client Access License" or "CAL" means a license for a specific device to access the Software, regardless of the number of users of that device
• "Confidential Information" means all information disclosed by either party, whether written or oral, that is designated as confidential or would reasonably be understood to be confidential
• "Customer" means the entity that has entered into a Customer Subscription Agreement with SICS
• "Customer Data" means all data, content, and information input into the Software by Customer or on Customer's behalf
• "Data Protection Laws" means all applicable data protection and privacy laws, including Singapore's PDPA, Thailand's PDPA B.E. 2562 (2019), and other applicable regional regulations
• "Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, natural disasters, pandemics, epidemics, cyber attacks, governmental actions, wars, terrorism, labor disputes, infrastructure failures, internet outages, or failures of third-party services
• "User License" means a named user account that can access the Software from any supported device

2. SUBSCRIPTION SERVICES

2.1 Grant of Rights
SICS grants the Customer non-exclusive, non-transferable rights to:

• Access and use the Software during the Subscription Period through the number and type of Access Licenses specified in the CSA
• Receive Support Services as defined in the CSA
• Use related documentation provided by SICS
• Allow authorized users or devices to access the Software in accordance with the licensed type

2.2 Restrictions
Customer shall not:

• Modify, adapt, or create derivative works of the Software
• Reverse engineer, decompile, or attempt to discover source code
• Share access with unauthorized users or devices
• Use the Software beyond specified limits
• For User Licenses: share user credentials between multiple individuals
• For Client Access Licenses: exceed the number of devices specified
• Use the Software for any unlawful purpose or in violation of applicable laws

2.3 Usage Monitoring and Additional Licenses
SICS reserves the right to monitor and audit Software usage to verify compliance with licensed quantities. If actual usage exceeds licensed quantities, SICS may automatically increase the number of Access Licenses and invoice retroactively for excess usage. Customer agrees to promptly pay for any such additional licenses.

3. SERVICE DELIVERY

3.1 Service Standards
SICS will:

• Provide Services with reasonable skill and care
• Maintain industry standard security measures in accordance with applicable Data Protection Laws
• Provide Support Services during specified business hours
• Maintain system availability target of 99.5% (excluding Force Majeure Events and scheduled maintenance)
• Provide updates and maintenance as needed
• Implement appropriate technical and organizational measures to protect Customer Data

3.2 Infrastructure Requirements
Customer must maintain required infrastructure as specified in the CSA. SICS may update requirements with 30 days written notice and maintains sole discretion in selecting Remote Access Software solutions.

3.3 Security and Compliance
SICS will implement appropriate security measures to protect against unauthorized access, comply with applicable Data Protection Laws, and notify Customer of any Data Breach affecting Customer Data within 72 hours.

4. DATA PROTECTION AND CROSS-BORDER COMPLIANCE

4.1 Data Processing
SICS will process Personal Data only in accordance with applicable Data Protection Laws. Customer retains ownership of all Customer Data, while processing is limited to provision of Services under this Agreement.

4.2 Cross-Border Data Transfers
Customer acknowledges that Services may involve transfer of Customer Data across international borders. Such transfers will be conducted in compliance with applicable Data Protection Laws with appropriate safeguards including Standard Contractual Clauses where required.

4.3 Data Subject Rights
SICS will reasonably assist Customer in responding to data subject requests under applicable Data Protection Laws. Customer is responsible for ensuring lawful basis for processing and obtaining necessary consents.

5. INTELLECTUAL PROPERTY

5.1 Ownership
SICS retains all rights, title, and interest in the Software and any improvements or modifications. Customer retains all rights to Customer Data. Customer feedback may be used by SICS without restriction.

5.2 Third-Party Components
Customer acknowledges that the Software may incorporate third-party components subject to separate license terms, which Customer agrees to comply with.

6. PAYMENT TERMS

6.1 Fees
Fees are specified in Customer Subscription Agreement and may be adjusted with 30 days written notice. All fees are quoted in Singapore Dollars unless otherwise specified.

6.2 Payment
Payment due as specified in CSA. Late payments subject to 2% monthly interest charge. Non-payment may result in service suspension after 30 days written notice. Customer responsible for all applicable taxes, duties, and government fees.

7. TERM AND TERMINATION

7.1 Term
Initial term as specified in CSA with automatic renewal for successive periods unless terminated with 30 days written notice.

7.2 Termination
Either party may terminate this Agreement:

• For material breach with 30 days written notice and opportunity to cure
• Immediately for non-payment past 60 days after written notice
• By mutual written agreement
• Immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations

7.3 Effect of Termination
Upon termination: immediate cessation of all Software access, return or secure destruction of all Software and documentation, payment of outstanding fees, Customer Data available for download for 90 days post-termination then securely deleted.

8. LIABILITY AND INDEMNIFICATION

8.1 Limitation of Liability
Total aggregate liability of each party limited to annual subscription fees paid in the preceding 12 months. Neither party liable for indirect, consequential, special, or punitive damages. Exclusions do not apply to breaches of confidentiality, data protection obligations, or gross negligence/willful misconduct.

8.2 Indemnification
Customer indemnifies SICS against claims arising from unauthorized use or violation of applicable laws. SICS indemnifies Customer against third-party IP infringement claims. Mutual indemnification for breach of confidentiality or data protection obligations.

9. FORCE MAJEURE

9.1 Force Majeure Relief
Neither party shall be liable for failure or delay in performance due to a Force Majeure Event, provided the affected party gives prompt written notice and uses reasonable efforts to mitigate impact.

9.2 Extended Force Majeure
If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate this Agreement with 30 days written notice.

9.3 Cyber Security Events
Cyber attacks, ransomware, and other security incidents may constitute Force Majeure Events if beyond the affected party's reasonable control and the party has implemented industry-standard security measures.

10. GENERAL PROVISIONS

10.1 Governing Law and Jurisdiction
This Agreement is governed by Singapore law. For customers in Thailand, disputes may be resolved under Thai law where specifically related to Thailand PDPA compliance. Non-exclusive jurisdiction of Singapore courts with option for alternative dispute resolution.

10.2 Dispute Resolution
Good faith negotiations for 30 days before formal proceedings, mediation through Singapore International Mediation Centre, arbitration as final resort under Singapore International Arbitration Centre rules.

10.3 Compliance with Local Laws
Each party will comply with all applicable laws in their respective jurisdictions. Customer responsible for compliance with local laws regarding use of Software and processing of data.

10.4 Amendments and Modifications
SICS reserves the right to modify this Agreement with 30 days written notice. Continued use of Services after notice period constitutes acceptance.

11. ACCEPTANCE AND APPLICATION

11.1 Acceptance of Agreement
This Master Service Agreement is deemed accepted and binding upon:

• Execution of a Customer Subscription Agreement
• Payment of any invoice from SICS
• Acceptance of any quotation from SICS
• Use of any SICS Software or Services

11.2 Custom Agreements
SICS may enter into customized Master Service Agreements with specific customers. Such custom agreements must be explicitly executed by both parties and shall supersede this standard Agreement.

12. COUNTRY-SPECIFIC PROVISIONS

12.1 Thailand Customers
For customers located in Thailand or processing data of Thai residents:

• All data processing will comply with Thailand's Personal Data Protection Act B.E. 2562 (2019)
• Cross-border data transfers will meet adequacy requirements under Thai law
• Data breach notifications will be made in accordance with Thai PDPA requirements
• SICS will provide reasonable assistance with Thai regulatory compliance
• If required, SICS will appoint a local representative in Thailand for data protection matters

12.2 Guyana Customers
For customers located in Guyana:

• All data processing will comply with applicable Guyanese data protection and privacy laws
• Services will be provided in accordance with local regulatory requirements
• Cross-border data transfers will comply with any applicable Guyanese restrictions
• SICS will provide reasonable assistance with local regulatory compliance

Contact Information:
Success IT Consultancy & Services Pte Ltd
39A Jalan Pemimpin, #06-01A, Halcyon Building, Singapore 577183
Email: [email protected]
Website: www.successit.com.sg