Master Services Agreement

Version 2026.1 · Published 5 October 2026

General terms for annual subscriptions and included services identified in your accepted Order or separately signed Customer Subscription Agreement.

1. Definitions and interpretation

1.1 Parties and definitions

This Master Services Agreement (“MSA”) sets out the terms on which Success IT Consultancy & Services Pte Ltd (“SICS”) supplies the Software and Services to the legal entity identified as the customer in the applicable Order (“Customer”). Each is a “party” and together they are the “parties”.

• Access Licence means a User Licence or Client Access Licence specified in an Order.
• Agreement means this MSA, the applicable Order and expressly incorporated schedules, together with amendments made under clause 10.4.
• Client Access Licence or CAL means a licence for one identified device to access the Software, regardless of the number of authorised individuals using that device.
• Confidential Information means information disclosed by or on behalf of a party that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and non-public business, financial and technical information.
• Customer Data means data, content and information supplied by or on behalf of the Customer for use in the Software or Services.
• Data Breach means unauthorised access to, disclosure, alteration or destruction of Customer Data, or accidental loss of Customer Data, in the possession or control of SICS or a service provider processing it on SICS’s behalf.
• Data Protection Laws means data protection and privacy laws applicable to the relevant processing, including Singapore’s Personal Data Protection Act 2012 and, where applicable, Thailand’s Personal Data Protection Act B.E. 2562 (2019) and other regional laws.
• Order means a Customer Subscription Agreement, quotation or order form issued or approved by SICS and accepted under clause 11. It identifies the Customer, Software or Services purchased, fees and applicable MSA version. A Customer Subscription Agreement or “CSA” is a customer-specific Order for subscription services that must be separately executed in accordance with clause 11.1. A published example or unsigned CSA template is not itself an executed Order.
• Personal Data has the meaning given to personal data, personal information or an equivalent term in applicable Data Protection Laws.
• Services means the hosting, support, maintenance and other services included in the annual subscription and expressly identified in an Order.
• Software means the SICS software products and modules identified in an Order, including updates supplied under it.
• Subscription Period means the initial subscription term and any renewal term specified in the relevant Order.
• Support Services means the support services and coverage specified in the Order or an expressly incorporated support schedule.
• User Licence means a licence for one named individual to access the Software from supported devices. A User Licence may not be shared between individuals.

1.2 Orders and precedence

Each Order must identify its scope, fees, payment terms and commencement date or conditions. Subscription Orders must specify licence types and quantities, initial term, renewal period and support arrangements. This MSA governs annual subscriptions and the Services included in them. Separately commissioned implementation, customisation, development and other projects, including their liability and dispute terms, must be addressed in separate written project agreements and are outside the scope of this MSA.

A separately executed custom master agreement governs within its stated scope in place of this MSA. Otherwise, this MSA governs general terms and the Order supplies the commercial and service details contemplated by it. An Order or amendment overrides this MSA only where it expressly identifies the provision being varied and the parties agree to that variation in writing. Special precedence rules for a service-level or data-processing schedule must be expressly stated in that schedule.

1.3 Time periods

Days means calendar days unless stated otherwise. Formal notices are subject to clause 10.5.

2. Subscription services

2.1 Grant of rights

During the Subscription Period, SICS grants the Customer a non-exclusive, non-transferable right to access and use the Software and related documentation within the licence types, quantities and limits stated in the Order. The Customer may permit authorised users or devices to access the Software within those limits. SICS will provide the Support Services specified in the Order.

2.2 Restrictions

Except to the extent permitted by applicable law or expressly agreed in writing, the Customer must not modify, adapt or create derivative works of the Software; reverse engineer, decompile or attempt to discover its source code; share access with unauthorised users or devices; exceed agreed usage limits; share named-user credentials between individuals; exceed licensed device quantities; or use the Software or Services unlawfully.

2.3 Usage monitoring and additional licences

SICS may monitor and audit Software usage to verify compliance with licensed quantities. If actual usage exceeds those quantities, SICS may increase the licensed quantity to reflect that usage and invoice for additional licences, including the period of evidenced excess use. SICS will identify the additional quantity, usage period and basis of calculation in its notice or invoice. Charges will use applicable rates in the Order or otherwise agreed in writing. The Customer must pay additional charges properly due under the applicable payment terms.

3. Service delivery

3.1 Service standards

SICS will provide the Services with reasonable skill and care; maintain industry-standard security measures consistent with applicable Data Protection Laws; provide Support Services during the specified hours; maintain a system availability target of 99.5%, excluding scheduled maintenance and Force Majeure Events; provide updates and maintenance within the scope of the Services; and implement appropriate technical and organisational measures to protect Customer Data.

3.2 Infrastructure and remote support

The Customer must maintain the infrastructure requirements specified in the Order. SICS may update them on at least 30 days’ written notice and may select the remote-access software used to provide the Services, subject to its security and confidentiality obligations. Access to Customer-controlled systems must take place within the Customer’s agreed support authorisation.

3.3 Security incidents

SICS will comply with applicable Data Protection Laws and notify the Customer without undue delay after becoming aware of, or having credible grounds to believe that there has been, a Data Breach affecting Customer Data. Notification must in any event occur within 72 hours of that awareness or belief, or any shorter period required by law.

SICS may provide an initial notice based on available information and will provide material updates as its investigation progresses. SICS will not delay notification solely to complete its investigation. Each party remains responsible for notifications required of it by law.

3.4 Subscription scope and cooperation

The Customer will provide the information, access, approvals and personnel identified as its responsibilities in the Order. Changes to the agreed subscription scope, fees and responsibilities must be agreed in writing. Customer delay alone does not authorise an unspecified additional charge.

4. Data protection and cross-border compliance

4.1 Processing and ownership

The Customer retains ownership of Customer Data. SICS will process it only to provide the Services under the Agreement and as required by law. Where SICS processes Personal Data on the Customer’s behalf, it will act as a data intermediary or processor, as applicable, and follow the Customer’s documented lawful instructions.

4.2 Overseas transfers

The Customer acknowledges that the Services may involve international transfers of Customer Data. SICS will make such transfers in accordance with applicable Data Protection Laws and implement required safeguards, including standard contractual clauses where applicable. Customer acknowledgement does not replace a legally required transfer safeguard.

4.3 Data-subject requests

SICS will reasonably assist the Customer in responding to data-subject requests relating to Personal Data processed under the Agreement. The Customer is responsible for the notices, consents and other lawful grounds required for its collection, use and disclosure of Personal Data and its instructions to SICS. Each party remains responsible for obligations applicable to its own activities.

5. Intellectual property and confidentiality

5.1 Ownership

SICS retains all rights, title and interest in the Software and improvements or modifications to it. The Customer retains its rights in Customer Data. Rights in separately commissioned project deliverables are addressed in the separate project agreement.

SICS may use Customer feedback to improve its products and services, subject to its confidentiality and data protection obligations.

5.2 Third-party components

The Software may include third-party components subject to separate licence terms. SICS will identify applicable terms the Customer is required to accept, and the Customer must comply with those terms. This MSA does not restrict rights separately granted under an applicable open-source licence.

5.3 Mutual confidentiality

Each receiving party must use the other’s Confidential Information only to perform or exercise rights under the Agreement, protect it with reasonable care, and disclose it only to personnel, advisers and service providers who need to know it for that purpose and are subject to appropriate confidentiality duties. Each party is responsible for compliance by recipients to whom it discloses that information.

These duties do not apply to information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from an unrestricted third party, or is independently developed without using the Confidential Information.

A party may disclose information as required by law or a competent authority, limited to what is required. Where legally permitted, it must give reasonable prior notice. These duties continue after termination for as long as the information remains confidential, without limiting applicable data protection obligations.

6. Payment terms

6.1 Fees

Fees are specified in the Order and quoted in Singapore dollars unless stated otherwise. Subject to any express price commitment in the Order, SICS may adjust fees on at least 30 days’ written notice identifying the affected Services, revised fees and effective date.

6.2 Payment and interest

The Customer must pay invoices by the due dates specified in the Order and is responsible for applicable taxes, duties and government charges on the supply. SICS may charge interest on overdue amounts at 2% per month, to the extent permitted by law.

6.3 Suspension

SICS may suspend affected Services for non-payment if an overdue amount remains unpaid 30 days after the Customer receives written notice identifying the amount and warning of suspension. Termination for non-payment is governed by clause 7.3.

7. Term, renewal and termination

7.1 Subscription term

The initial Subscription Period, renewal period and commencement date or trigger are those stated in the Order. Signing, completing onboarding, starting implementation and going live are separate events unless the Order expressly provides otherwise. Subscriptions renew for the period specified in the Order, subject to the Customer’s termination right in clause 7.2. SICS may give at least 30 days’ written notice of non-renewal before the end of the current Subscription Period.

7.2 Customer termination on 90 days’ notice

The Customer may terminate an affected subscription at any time, including before the end of its stated Subscription Period, by giving SICS at least 90 calendar days’ written notice identifying the subscription to be terminated. Termination takes effect 90 calendar days after SICS receives the notice, or on a later date expressly requested by the Customer.

The Customer remains responsible for the subscription charges covering the notice period, whether or not it continues to use the Software or Services. SICS will continue to make the contracted subscription available until the effective termination date, subject to the Agreement’s suspension and termination-for-cause provisions. A Customer request to stop using the Services sooner does not, by itself, shorten the notice period or reduce those charges.

Subscription fees are payable up to the effective termination date, including the full notice period, and will be prorated on a daily basis for any partial billing period at the applicable agreed subscription rate. Amounts already paid for the same period will be credited against those fees, so that the same period is not charged twice. Any prepaid subscription fees attributable to the period after the effective termination date will be refunded, after deducting other outstanding amounts properly due and not already accounted for. Existing payment due dates remain applicable unless the parties agree a final settlement date in writing.

On termination under this clause, SICS will not charge the subscription fees for the remainder of the original Subscription Period after the effective termination date. Outstanding amounts for earlier periods, applicable usage charges, taxes and separately agreed implementation, customisation or other project charges remain payable under their terms. Any departure from this termination right or any additional minimum subscription commitment must be expressly identified as a variation of this clause and agreed in the Order.

Once a valid termination notice has been received, any intervening renewal will not create a new full-term subscription payment obligation beyond the effective termination date. This clause does not restrict termination rights under clauses 7.3 or 9.2 or impose a 90-day convenience-exit payment on a Customer exercising a separate valid termination-for-cause right.

7.3 Termination for cause and by agreement

Either party may terminate an affected Order for material breach by the other if the breach remains unremedied 30 days after receipt of written notice specifying the breach and requiring its remedy.

SICS may terminate an affected Order for non-payment if an overdue amount remains unpaid 60 days after the Customer receives a written demand identifying the amount and warning of termination. The same notice may address suspension under clause 6.3. This specific 60-day procedure governs termination for non-payment.

The parties may terminate by mutual written agreement. To the extent permitted by law, either party may terminate if the other becomes insolvent, enters formal bankruptcy or insolvency proceedings, or ceases business operations. A termination notice must identify the affected Order or Orders.

7.4 Effect of expiry or termination

The Customer must cease ordinary use of affected Software and Services, return or securely destroy affected Software and documentation, and pay outstanding amounts properly due. Contract records required by law may be retained subject to confidentiality duties.

For 90 days after the effective date, SICS will make Customer Data held by SICS for that Order available for download through restricted export access or an export supplied by SICS. This does not restore ordinary operational access. The Customer must retrieve its data within that period.

After that period, SICS will securely delete the affected Customer Data, subject to legal retention requirements. Data required for continuing Orders is not deleted solely because another Order ends.

Accrued payment duties and provisions concerning intellectual property, confidentiality, retained data, liability, indemnities and disputes continue to apply to the extent necessary after termination.

8. Liability and indemnification

8.1 Limitation of liability

To the maximum extent permitted by applicable law, each party’s total aggregate liability arising out of or in connection with this Agreement, across all claims, is limited to an amount equal to one year of the Customer’s agreed subscription fees under this Agreement, at the rates and subscription quantities in effect immediately before the first event giving rise to a claim. This is one combined cap for all claims, not a separate cap for each claim, incident or year. Project and other non-subscription fees are excluded from its calculation.

The same cap applies regardless of the legal basis of a claim, including claims for breach of contract, negligence, gross negligence, wilful misconduct, confidentiality or data protection obligations, and all indemnities under clause 8.2. No separate or higher cap applies to those claims, and indemnities do not create liability in addition to the cap.

Neither party is liable for indirect, consequential, special or punitive damages. This exclusion of categories of damages does not apply to breaches of confidentiality or data protection obligations, gross negligence or wilful misconduct; the monetary cap above nevertheless continues to apply to those claims to the maximum extent permitted by applicable law.

Nothing in this clause excludes or limits liability to the extent it cannot lawfully be excluded or limited. The cap does not reduce subscription fees or other charges properly payable by the Customer, or the reconciliation and refund obligations under clause 7.2.

8.2 Indemnification

Subject to the single aggregate cap in clause 8.1, the Customer indemnifies SICS against claims arising from unauthorised use of the subscription Software or Services or violation of applicable laws. SICS indemnifies the Customer against third-party IP infringement claims relating to the subscription Software or Services. Each party indemnifies the other for its breach of confidentiality or data protection obligations under this Agreement. All amounts payable under these indemnities count towards, and do not increase, the cap in clause 8.1.

9. Force majeure

9.1 Relief

A Force Majeure Event is an event beyond the affected party’s reasonable control, including natural disasters, pandemics or epidemics, governmental action, war, terrorism, labour disputes, infrastructure or internet outages, third-party service failures, or security incidents qualifying under clause 9.3.

Neither party is liable for failure or delay to the extent caused by such an event, provided it gives prompt written notice and takes reasonable steps to mitigate the impact and resume performance. An event does not excuse an unrelated failure to perform.

9.2 Extended force majeure

If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate the affected Order on 30 days’ written notice.

9.3 Cybersecurity events

A cyberattack, ransomware incident or other security incident may qualify only if it is beyond the affected party’s reasonable control and that party has implemented industry-standard security measures. This does not remove security, notification or mitigation obligations that remain capable of performance.

10. General provisions

10.1 Governing law and jurisdiction

This Agreement is governed by Singapore law. Subject to clause 10.2, the courts of Singapore have exclusive jurisdiction over disputes arising out of or in connection with this Agreement. Mandatory laws applicable to either party’s activities, including applicable foreign data protection laws, continue to apply.

10.2 Dispute resolution

The parties will attempt in good faith to resolve a dispute through negotiation between authorised representatives for 30 days after receipt of written notice describing the dispute. If the dispute remains unresolved, either party may commence proceedings in Singapore. Mediation may take place if both parties agree in writing on the mediator and timetable; it is not a compulsory prerequisite to proceedings. Nothing in this clause prevents an eligible claim before the Singapore Small Claims Tribunals, an application for urgent interim relief, or a filing needed to preserve a claim before a limitation period expires.

10.3 Compliance with laws

Each party must comply with laws applicable to its performance. The Customer is responsible for local laws governing its use of the Software and processing of data. This does not relieve SICS of its own legal or contractual duties.

10.4 Amendments

Subject to any separately executed custom agreement, SICS may amend this MSA on at least 30 days’ written notice identifying the changes and effective date. Continued use of Services after that date constitutes acceptance to the extent permitted by law. The parties may also expressly agree amendments in writing or through an identified electronic acceptance process.

The specific 2027 re-acknowledgement process takes effect through express acceptance under clause 11.4. Publication of a new website version is not, by itself, proof of an existing Customer’s acceptance.

10.5 Written notices

Non-renewal, termination, suspension, fee-change and amendment notices must be sent in writing to the relevant notice email or postal address in the Order. If the Order does not specify an address for notices to SICS, notices may be sent to [email protected]. Notices take effect when received. Each party must keep its details current. Notices must identify the Customer and affected Order or subscription. SICS will acknowledge exit notices; acknowledgement is not a condition of effectiveness where receipt can otherwise be established.

11. Acceptance and application

11.1 Acceptance

The Customer accepts this MSA by signing an Order expressly incorporating its identified version, or expressly accepting the Order and MSA electronically. The complete MSA must be available for review and retention before acceptance. The accepting representative confirms authority to bind the Customer.

Where the parties use a CSA, it must be completed for the identified Customer and separately signed by authorised representatives of the Customer and SICS, including by electronic signature. It takes effect on the date or conditions stated in that executed CSA. Publication of a template, payment, use of the Software or acceptance of a quotation does not by itself execute a CSA. A signed CSA may expressly incorporate an identified quotation and MSA version.

Quotation acceptance, invoice payment or use may also constitute acceptance where the relevant Order expressly incorporates the identified MSA version and those terms were supplied before the accepting act, to the extent permitted by law. For the 2027 campaign, SICS will obtain an express signature or electronic acceptance under clause 11.4.

11.2 Custom agreements

A custom master agreement must be expressly executed by both parties and supersedes this standard MSA within its stated scope. A later standard acknowledgement does not displace it unless the parties expressly identify and agree that replacement.

11.3 Acceptance records

The record must identify the Customer, representative, covered Orders or subscriptions, MSA version, acceptance date and applicable effective date. Electronic execution and retained electronic copies may be used subject to applicable law. The Customer will receive or be able to download the accepted documents.

11.4 Existing Customer re-acknowledgement in 2027

The acknowledgement must identify the accepted MSA version, covered Orders or subscriptions, agreed effective date and prior terms replaced. Revised terms apply from that agreed date and do not retrospectively alter accrued rights, charges or liabilities.

The acknowledgement must expressly disclose the Customer’s right to terminate at any time on 90 calendar days’ written notice and its responsibility for subscription fees prorated through the effective termination date, including the notice period, and the refund of any unused subscription prepayment after that date. From the agreed effective date, clause 7.2 applies to the subscriptions identified in the acknowledgement, including subscriptions whose current term has already begun.

An exit or non-renewal notice already validly given before that effective date remains governed by the terms applicable when it was given, unless the parties expressly agree a different arrangement. The new notice requirement must not be applied retrospectively to extend an already-agreed departure date. The acknowledgement must record any transition exception; annual prepayments are reconciled under clause 7.2.

12. Country-specific provisions

12.1 Thailand

Where Thailand’s Personal Data Protection Act B.E. 2562 (2019) applies, each party will comply with its applicable obligations. SICS will implement legally required overseas-transfer safeguards, give notifications required of it, and provide reasonable assistance with the Customer’s relevant compliance obligations. SICS will appoint a local representative if required by law.

12.2 Guyana

For Services supplied to Customers in Guyana, SICS will comply with applicable Guyanese data protection, privacy and service-delivery requirements, including applicable overseas-transfer restrictions, and provide reasonable assistance with relevant local regulatory compliance.

Contact information

Success IT Consultancy & Services Pte Ltd

39A Jalan Pemimpin, #02-00C, Halcyon Building, Singapore 577183

Email: [email protected]

Website: https://successit.com.sg

View the archived June 2025 agreement