MASTER SERVICES AGREEMENT between ReadySpace (SG) Pte Ltd. ("we" or "ReadySpace") and the customer who subscribe to our Services ("you" or "Customer").
1. HOW THIS AGREEMENT WORKS
You will be asked to sign Service Contract that describes the services you have chosen and the related fees. This Agreement shall comprise of (i) the Service Contract ; and (ii) this Master Services Agreement; and (iii) a Service Level Agreement. It may also incorporate an addendum to this Master Services Agreement if parties mutually agree to amend or supplement the terms of this Master Services Agreement. When we use the term "Agreement" in any of these documents, we are referring collectively to all of them. The Agreement is effective as of the time that you sign this Master Services Agreement.
2. SOME DEFINED TERMS
Some words used in the Agreement have particular meanings:
"Acceptable Use Policy" or "AUP" means the ReadySpace Acceptable Use Policy annexed hereto as Annex A
"Business Day" or "Business Hours" means 9:00 a.m. - 6:00 p.m. Monday through Friday, +0800 GMT, excluding public holidays in Singapore.
"Confidential Information" means all information disclosed by one of us to the other, whether before or after the effective date of the Agreement, that the recipient should reasonably understand to be confidential, including: (i) for you, all information transmitted to or from, or stored on, your ReadySpace servers or other devices, (ii) for ReadySpace, unpublished prices and other terms of service, audit and security reports, data center designs (including non-graphic information you may observe on a tour of a data center), and other proprietary technology, and (iii) for both of us, information that is marked or otherwise conspicuously designated as confidential. Information that is developed by one of us on our own, without reference to the other's Confidential Information, or that becomes available to one of us other than through violation of the Agreement or applicable law, shall not be "Confidential Information" of the other party.
"IT Hosting Service" means the information technology hosting services described in a Service Contract and Service Level Agreement, plus Support.
"Personally Identifiable Information" or "PII" means: (i) any information that identifies an individual, such as name, social security number or other government issued number, date of birth, address, telephone number, biometric data, mother's maiden name, or other personally identifiable information.
"Service" or "Services" means the IT Hosting Service and any Supplemental Services we may provide to you, collectively.
"Service Commencement Date" means the date that provisioning service is completed.
"Service Level Agreement" means the Service Level Agreement incorporated by reference in your Service Contract. Annexed hereto as Annex B.
"Supplemental Service" means any service we provide to you other than the IT Hosting Service.
"Support" means (i) management of the IT Hosting Service by a service delivery team that includes a team leader, account manager, and support specialists with training and experience in hosting systems, (ii) availability of live support twenty four hours per day, seven days per week, year round; (iii) use of the Standard Support; Developer Support; Business Support; Corporate Support and Enterprise Support.
3. OUR OBLIGATIONS
Contingent on your satisfaction of ReadySpace's credit approval criteria, ReadySpace will provide the IT Hosting Service to the standards stated in the Service Level Agreement for the term of the Agreement. ReadySpace will also perform those Supplemental Services that we agree with you in writing to perform.
4. YOUR OBLIGATIONS. You must comply with the laws applicable to your use of the Services and with ReadySpace's Acceptable Use Policy. You must cooperate with ReadySpace's reasonable investigation of Service outages and security problems. You must pay when due the fees for the Services stated in the Service Contract or other agreement between us.
5.1 ReadySpace warrants to Customer that:
(a) the Services will be performed in a professional manner consistent with industry standards;
(b) it has the full right and licence to provide the Services (including the right and licence to provide all the hardware and software incidental to the provision of the Services) and the provision of and the Customer’s use of the Services (including the hardware and software) shall not infringe any intellectual property or other proprietary rights of a third party;
(c) all software delivered or used by ReadySpace in providing the Services do not contain any malicious code (including but not limited to any unauthorised code, virus, Trojan horse, worm or other software code routine or hardware components) that may permit unauthorised access to, disable or erase the Customer’s information technology environment or data or that may otherwise harm the Customer in any way.
5.2 Except for the warranties stated in this Agreement, we disclaim any and all warranties not expressly stated in the Agreement including the implied warranties of merchantability and fitness for a particular purpose. You are solely responsible for the suitability of the service chosen. Unless otherwise agreed, all Supplemental Services are performed on an "AS IS, AS AVAILABLE" basis.
6. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES
ReadySpace is not responsible to you for unauthorized access to your data or the unauthorized use of the Services unless the unauthorized access or use results from ReadySpace's failure to meet its security obligations stated in the Agreement. You are responsible for the use of the Services by any employee of yours, any person to whom you have given access to the Services, and any person who gains access to your data or the Services.
The initial term begins on the Service Commencement Date and continues for the period stated in the Service Contract. The agreement may be renewed upon mutual agreement in writing.
8.1 You will pay the fees stated in the Service Subscription immediately once receipt of ReadySpace’s invoices unless otherwise stated.
8.2 There will be reinstatement fee if service is deem to require manual intervention for recovery
8.3 Interest from 18%p.a will be charged to you for any late payment.
9. CHANGES TO THE ACCEPTABLE USE POLICY
Changes to ReadySpace’s Acceptable Use Policy shall not apply to this Agreement or the Customer unless the Customer has agreed in writing to accept such changes.
10. SUSPENSION OF SERVICES
You agree that we may suspend Services without liability if: (i) we reasonably believe that the Services are being used in violation of the Agreement; (ii) there is an attack on your server(s), your server is accessed or manipulated by a third party without your consent, or there is another event for which we reasonably believe that the suspension of Services is necessary to protect the ReadySpace network or our other customers, or (iii) if required by law. We will give you advance notice of a suspension under this paragraph of at least twelve Business Hours unless we determine in our reasonable commercial judgment that a suspension on shorter or contemporaneous notice is necessary to protect ReadySpace or its other customers from imminent and significant operational or security risk. With the suspension of services based on the reasons above, the DR plan will be kicked in.
11. TERMINATION FOR BREACH
11.1 You may terminate the Agreement for breach if subscription period have reached.
ReadySpace pays in credit notes if clauses in SLA are breached and credit payout will be according to stipulated terms in the SLA.
11.2 We may terminate the Agreement for breach if: (i) your payment of any invoiced amount is overdue and you do not pay the overdue amount within ten Business Days of our written notice, or (ii) you fail to comply with any other provision of the Agreement and do not remedy the failure within thirty days of our notice to you describing the failure.
12. TERMINATION FOR CONVENIENCE
You may terminate the Agreement for convenience any time before the next renewal of service subscription. No refund will be offered for early termination.
13. ASSISTANCE UPON TERMINATION & EXPIRY
13.1 Upon termination or expiry of this Agreement for any reason, ReadySpace shall, at the request of the Customer, render such reasonable assistance to allow a smooth transition of the Services to the Customer’s internal service team or newly appointed service agent in order to ensure there will be minimum disruption to the Customer’s website.
14. CONFIDENTIAL INFORMATION
Each of us agrees not to use the other's Confidential Information except in connection with the performance or use of the Services, as applicable, the exercise of our respective legal rights under the Agreement, or as may be required by law. Each of us agrees not to disclose the other's Confidential Information to any third person except as follows:
to our respective service providers, agents and representatives, provided that such service providers, agents or representatives agree to confidentiality measures that are at least as stringent as those stated in this Master Services Agreement,
to law enforcement or government agency if requested, or if either of us reasonably believes that the other's conduct may violate applicable criminal law;
as required by law; or
in response to a subpoena or other compulsory legal process, provided that each of us agrees to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice.
ReadySpace shall seek the Customer’s prior written consent if ReadySpace wishes to include Customer’s name in promotional materials including press releases and on the ReadySpace Web site. Neither of us may publicly use the other party's logo or other trade or service mark without permission.
16. LIMITATION ON DAMAGES
16.1 The dollar credits stated in the Service Level Agreement are your sole and exclusive remedy for our failure to meet those guaranties for which dollar credits are provided unless such failure is due to ReadySpace's gross negligence, wilful misconduct or intentional breach of the Agreement. Termination of the Agreement is your sole and exclusive remedy for our failure to meet service level.
16.2 Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages.
16.4 Notwithstanding anything in the Agreement to the contrary, except for claims based on our willful misconduct, the maximum aggregate monetary liability of ReadySpace and any of its employees, agent, suppliers, or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall not exceed 50% of the Fee payable under the Service Contract in effect for the configuration at the time of the occurrence of the event(s) giving rise to the claim.
17.1 If you, your affiliates, or any of your or their respective employees, agents, or suppliers, is faced with: (i) a legal claim by a third party arising out of ReadySpace's actual or alleged gross negligence, willful misconduct, violation of law, or failure to meet the security obligations required by the Agreement, or (ii) a legal claim by a third party alleging that the IT Hosting Service infringes on the Singapore patent or copyright of a third person, ReadySpace will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine or other amount that is imposed on you as a result of the claim.
You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear on any software we provide for your use. Unless permitted by the terms of an open source software license, you may not reverse engineer, decompile or disassemble any software we provide for your use except and to the extent that you are expressly permitted by applicable law to do this, and then following at least ten days advance written notice to us.
19. OTHER PEOPLE'S PRODUCTS AND SERVICES
We may from time to time arrange for you to purchase or license third party software, services or other products that are not included as part of the IT Hosting Service, either as part of the Integrated Solution Partner Program or other Supplemental Service. READYSPACE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING SUCH THIRD PARTY PRODUCTS AND RELATED SUPPORT SERVICES AND AS BETWEEN YOU AND READYSPACE, SUCH SERVICES ARE PROVIDED "AS IS." Your use of any third party software, services, and other products is governed by the terms of your agreement with the third party.
20. WHO MAY USE THE SERVICE
You may resell the IT Hosting Service and you may permit your subsidiaries and affiliated companies to use the Services if you wish, but you are responsible for use of the Service by any third party to the same extent as if you were using the Service yourself. ReadySpace will provide support only to you, not to any other person you authorize to use the Services. There are no third party beneficiaries to the Agreement, meaning that third parties do not have any rights against either of us under the Agreement.
All notices, under this Agreement will be deemed to have been properly served if communicated by email, telex, facsimile transmission, by prepaid registered mail, or by hand delivery with written acknowledgement of receipt, sent to the appropriate address of each party specified below:
Ready Space :
Notices must be given in the English language.
22. OWNERSHIP OF INTELLECTUAL PROPERTY
Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by ReadySpace during the performance of the Services shall belong to ReadySpace unless we have agreed with you in advance in writing that you shall have an interest in the intellectual property.
23. OWNERSHIP OF OTHER PROPERTY
You do not acquire any ownership interest in or right to possess the servers or other hardware we provide for your use, and you have no right of physical access to the hardware, save for the right to inspect the software (with prior reasonable to ReadySpace) to ensure the hardware is properly kept in safe and secure location. We do not acquire any ownership interest in or right to the information you transmit to or from or store on your ReadySpace servers or other devices. On termination of the Agreement you must promptly release any Internet protocol numbers, addresses or address blocks assigned to you in connection with the Service (but not any URL or top level domain or domain name) and agree that we may take steps to change or remove any such IP addresses.[
24. INTELLECTUAL PROPERTY INFRINGEMENT
If ReadySpace or any of its customers is faced with a credible claim that the Services infringe on the intellectual property rights of a third party, and ReadySpace is not reasonably able to obtain the right to use the infringing element or modify the Services such that they do not infringe, then ReadySpace may terminate the Services on reasonable notice of at least 21 days from the date of expiry, and will not have any liability on account of such termination except to refund amounts paid for Services not used as of the time of termination.
You may not assign the Agreement without ReadySpace's prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business.
26. FORCE MAJEURE
Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labour action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry.
27. GOVERNING LAW, LAWSUITS
The Agreement is governed by the laws of the Republic of Singapore, exclusive of its choice of law principles, and the laws of the Republic of Singapore, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the Republic of Singapore. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts.
If you sign multiple Service Contracts for a single configuration - for example, to add a server or additional services, all the signed Service Contracts shall form part of the Agreement. This Agreement including the Master Services Agreement, Acceptable Use Policy and Service Level Agreement and Service Contracts may be amended only by a formal written agreement signed by both parties.
If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Service Contract, the Service Level Agreement, any addendum to the Master Services Agreement, the Master Services Agreement, and the Acceptable Use Policy. If any part of the Agreement is found unenforceable by a court, the rest of the Agreement will nonetheless continue in effect. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation." Sections 14, 15, 17, 18, and 28, and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement.
The Agreement may be signed in multiple counterparts, which taken together will be considered one original.
Effective Date : 01 April 2018