Master Service Agreement

MASTER SERVICE AGREEMENT

  1. INTERPRETATION
    1. Definitions:  In the Agreement, the following terms have the stated meaning:  

Term

Meaning

Agreement

Section A (Agreement and Key Details, including the cover page and signature clauses) and Section B (General Terms).

Confidential Information

the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier (or its licensors), including the [insert name] Software, is the Supplier’s Confidential Information. The Data is the Client’s Confidential Information.

Intellectual Property Rights

includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity.  Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

SaaS Service

the service having the core functionality described in the Key Details. The SaaS Service is described in more detail on the Website

Services

the SaaS Service

Underlying Systems

the Eber SaaS Solution, IT solutions, systems and networks (including software and hardware) used to provide the Services, including any third party solutions, systems and networks.

Website

the Internet site at the domain set out in the Key Details, or such other site notified to the Client by the Supplier.

    1. Interpretation:  In the Agreement:
      1. words in the singular include the plural and vice versa;
      2. a reference to:
        1. a party to the Agreement includes that party’s permitted assigns;
        2. personnel includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier.
  1. SERVICES
    1. The Supplier must use best efforts to provide the Services in accordance with the Agreement;
    2. The Supplier’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents the Supplier from providing the Services to any other person, corporate, or any entity.
    3. The Supplier will use reasonable efforts to ensure the SaaS Service is available and to keep uptime at or above 99.9% (ninety-nine and nine tenths percent). However, it is possible that on occasion the SaaS Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. The Supplier will use reasonable efforts to publish on the Website advance details of any unavailability.
  2. SUPPORT
    1. The Supplier maintain multiple service support channels using telephone, online chat and email. The support channels are staffed by knowledgeable employees capable of providing technical assistance regarding the SaaS Service and its functionality. Support is intended to cover standard functionality and software defects. It does not include the provision of customization advice and consulting services.
    2. Support requests are placed into three general categories as follows:  
      1. Support and How-To - a question about standard functionality that does not involve changes to the core Software Product, although it may involve changes to the configuration made using the browser
      2. Error and Bug - a defect or degrade in the SaaS Service
      3. Enhancement Request - a request to add functionality to the SaaS Service. Enhancement requests may be scheduled at the Supplier discretion, based on the perceived usefulness of the request for other customers. Note that enhancement requests may also be performed as paid custom development at the Client request.
    3. Support requests can generally be resolved within a few hours of submission. The Supplier will place the support requests into four priorities and use best reasonable efforts to meet the response times and resolution targets set forth in this section. Normal support is available from Singapore, Monday-Friday, 9 am to 6:00 pm except holidays. For priority 1 and 2 requests, the Supplier will work on it 24 hours a day until resolved, provided the resolution is within our control.

Priority

Description

Investigation Response Time

Target Resolution Time

1. Critical

Service is degraded, one or more function is unavailable.

0 - 30 minutes

30-60 minutes – we will assign as many engineers and/or support staff as needed 24 hours a day until the problem is resolved.

2. High

A major function is affected by error. A solution is needed before resuming normal operation.

30 - 60 minutes

1-2 hours – we will assign as many engineers and/or support staff as needed along with the best workaround available.

3. Medium

A minor function which is affected by error, resulting in diminished productivity.

3 - 6 Hours

If a workaround can be provided, the correction will be scheduled for the next regular upgrade. If not, a correction will typically be provided within a week.

4. Low

A how-to question or an issue with negligible impact, occurs infrequently, cannot be reproduced; or a workaround is provided.

24 Hours

If a workaround or answer can be provided, the correction may be made at discretion of Provider.

 

  1. CLIENT OBLIGATIONS
    1. The Client and its personnel must use the Services in accordance with the Agreement solely for the Client’s own internal business purposes and lawful purposes (including complying with the Unsolicited Electronic Messaging laws)
    2. Access conditions:  When accessing the SaaS Service, the Client and its personnel must:
      1. not impersonate another person or misrepresent authorisation to act on behalf of others;
      2. not attempt to undermine the security or integrity of the Underlying Systems;
      3. neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading.
  2. DATA
    1. The Client acknowledges that the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement
    2. Agent:  
      1. The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, the Supplier is acting as an agent of the Client to perform its obligations under the Agreement.
      2. The Client must obtain all necessary consents from the relevant individual to enable the Supplier to collect, use, hold and process that information in accordance with the Agreement.
    3. Backups of Data:  The Supplier will take standard industry measures to backup all Data stored using the Services. The Client shell keep a separate backup copy of all Data uploaded by it onto the SaaS Service.
    4. Indemnity:  The Client indemnifies the Supplier against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by the Supplier’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is objectionable, incorrect or misleading.
  3. FEES
    1. The Supplier will provide the Client with invoices for any fees set out in Key Details. The Client must pay the fees before the due date set out in the invoices. Fees must be paid electronically in cleared funds without any set off or deduction.
  4. INTELLECTUAL PROPERTY
    1. Ownership:  
      1. All Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the Supplier (and its licensors).
      2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains the property of the Client. The Client grants the Supplier rights and performance of its obligations in accordance with the Agreement.
    2. Know how:  To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier in the provision of the Services.
    3. Feedback:  If the Client provides the Supplier with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback), all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the Supplier.
    4. Third party websites: The Client acknowledges that the SaaS Service may link to third party websites that are connected or relevant to the SaaS Service. Any link from the SaaS Service does not imply any Supplier endorsement, approval or recommendation of, or responsibility for, those websites or or their content or operators. The Supplier excludes all responsibility or liability for those websites.
  5. CONFIDENTIALITY
    1. Security:  Each party must, unless it has the prior written consent of the other party:
      1. keep confidential at all times the Confidential Information of the other party;
      2. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
    2. Permitted disclosure:  The obligation of confidentiality in clause 7.1a does not apply to any disclosure or use of Confidential Information:
      1. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
      2. required by law (including under the rules of any stock exchange);
      3. which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
      4. which was rightfully received by a party to the Agreement from a third party without restriction and without breach of any obligation of confidentiality; or
      5. by the Supplier if required as part of a sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 7.
  6. WARRANTIES
    1. Mutual warranties:  Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
    2. No implied warranties:  To the maximum extent permitted by law. The Supplier makes no representation that the Services will be suitable for a particular purpose, free of harmful code, uninterrupted or error free.
  7. LIABILITY
    1. Maximum liability:  The maximum aggregate liability of the Supplier under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed the fees paid by the Client under the Agreement in the previous Year.
    2. Unrecoverable loss:  Neither party is liable to the other under or in connection with the Agreement or the Services for any loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or consequential, indirect, incidental or special damage or loss of any kind.
    3. No liability for other’s failure:  Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
  8. TERM, TERMINATION AND SUSPENSION
    1. Either party may terminate the Agreement on 1 months prior notice to the other party.
    2. Client must pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Client will make all Data available to Client for electronic retrieval for a period of thirty (30) days. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
    3. The Supplier may restrict or suspend the Client’s access to the SaaS Service where the Client (including any of its personnel) undermines, or attempts to undermine, the security or integrity of the SaaS Service or any Underlying Systems; uses, or attempts to use, the SaaS Service for improper purposes; or has otherwise materially breached the Agreement in the Supplier’s reasonable opinion.
  9. GENERAL
    1. Notices:  A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details.

Law:  The Agreement is governed by, and must be interpreted in accordance with, the laws of Singapore.  Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with the Agreement.

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