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Master Service Agreement

Written by Edward Au

MASTER SERVICE AGREEMENT

Version: May 2026

1. INTERPRETATION

1.1 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).

Client

The party identified as the client in the Key Details, who has engaged the Supplier to provide the Services under this Agreement.

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 Software, is the Supplier’s Confidential Information. The Data is the Client’s Confidential Information.

Data

all data, content, and information (including personal data and Personal Information) owned, held, used or created by or on behalf of the Client that is stored using, processed by, or generated through the Services.

Data Processing Agreement (DPA)

the separate Data Processing Agreement entered into between the Supplier and the Client governing the Supplier’s processing of personal data on behalf of the Client, which is incorporated into and forms part of this Agreement.

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.

Personal Information

information or an opinion about an identified individual, or an individual who is reasonably identifiable, whether or not the information or opinion is true and whether or not recorded in a material form. Personal Information is a subset of Data and is processed in accordance with the DPA.

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.

Software

the software applications and programs owned or licensed by the Supplier that underpin and are used to deliver the SaaS Service, including any updates, upgrades, or new versions released by the Supplier from time to time.

Supplier

Eber Pte. Ltd. (UEN: 201602145W), a company incorporated in Singapore with its registered office at 380 Jalan Besar, Arc 380 #07-06, Singapore 209000.

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.

Year

a rolling period of twelve (12) consecutive calendar months, calculated from the date of the relevant claim or event giving rise to liability.

1.2 Interpretation: In the Agreement:

1.2.1 words in the singular include the plural and vice versa;

1.2.2 a reference to:

(a) a party to the Agreement includes that party’s permitted assigns;

(b) personnel includes officers, employees, contractors and agents, but a reference to the Client’s personnel does not include the Supplier.

2. SERVICES

2.1 The Supplier must use reasonable endeavours to provide the Services in accordance with the Agreement.

2.2 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.

2.3 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.

2.4 Service Credits (Sole Remedy for Downtime): In the event the SaaS Service fails to meet the 99.9% uptime commitment in any calendar month (excluding scheduled maintenance and Force Majeure events), the Client’s sole and exclusive remedy shall be a service credit calculated as follows: for each full hour of excess downtime beyond the permitted monthly threshold, the Client shall receive a credit equal to a pro-rata daily fee based on the monthly fees paid. Service credits are capped at one (1) month’s fees in any calendar month and must be claimed within thirty (30) days of the relevant incident. Credits will be applied to future invoices and are not redeemable for cash. The Supplier’s liability for uptime failures is expressly limited to service credits as set out in this clause.

3. SUPPORT

3.1 The Supplier maintains 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 customisation advice and consulting services.

3.2 Support requests are placed into three general categories as follows:

(a) 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.

(b) Error and Bug — a defect or degradation in the SaaS Service.

(c) Enhancement Request — a request to add functionality to the SaaS Service. Enhancement requests may be scheduled at the Supplier’s discretion, based on the perceived usefulness of the request for other customers. Enhancement requests may also be performed as paid custom development at the Client’s request.

3.3 The Supplier will place support requests into four priorities and use reasonable endeavours to meet the response times and resolution targets set out below. Normal support is available from Singapore, Monday–Friday, 9:00 am to 6:00 pm, excluding Singapore public holidays. For Priority 1 and Priority 2 requests, the Supplier will work on the issue 24 hours a day until resolved, provided the resolution is within the Supplier’s control.

Priority

Description

Investigation Response Time

Target Resolution Time

1. Critical

Service is degraded, one or more functions are 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 the discretion of the Supplier.

4. CLIENT OBLIGATIONS

4.1 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 all applicable unsolicited electronic messaging laws).

4.2 Access Conditions: When accessing the SaaS Service, the Client and its personnel must:

(a) not impersonate another person or misrepresent authorisation to act on behalf of others;

(b) not attempt to undermine the security or integrity of the Underlying Systems;

(c) 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.

5. DATA

5.1 The Client acknowledges that the Supplier may require access to the Data to exercise its rights and perform its obligations under the Agreement.

5.2 Data Processor:

(a) 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 Data Processor on behalf of the Client (as Data Controller). The Supplier’s processing of personal data is governed by the Data Processing Agreement (DPA), which is incorporated into this Agreement by reference.

(b) The Client must obtain all necessary consents from the relevant individuals to enable the Supplier to collect, use, hold and process that information in accordance with the Agreement and the DPA.

5.3 Backups of Data:

The Supplier will take standard industry measures to back up all Data stored using the Services. The Client shall keep a separate backup copy of all Data uploaded by it onto the SaaS Service.

5.4 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.

5.5 Security Breach Notification:

In the event of a security breach or incident affecting the Data, the Supplier must notify the Client as soon as practicable, but no later than seventy-two (72) hours after the Supplier becomes aware of it. Notification and escalation procedures are set out in the DPA. The Supplier and Client shall coordinate with each other to investigate the breach, and the Supplier shall cooperate with the Client in the handling of the matter.

5.6 End of Agreement Data Handling:

Within thirty (30) days following the termination or expiry of this Agreement, the Supplier shall (at the Client’s election) erase, destroy and render unrecoverable all Data of the Client in its possession or control, and certify in writing that these actions have been completed. The Supplier reserves the right to delete such Data after the thirty (30) day period if the Client has not made an election. This requirement shall not apply to the extent the Supplier is required by applicable law to retain some or all of the Data.

6. FEES

6.1 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.

6.2 Taxes and Currency: All fees are quoted and payable in Singapore Dollars (SGD) unless otherwise specified in the Key Details. All fees are exclusive of any applicable goods and services tax (GST), value added tax (VAT), withholding tax, or other applicable taxes or levies, which shall be payable by the Client in addition to the fees at the rate in force at the time of invoicing. Where a Client is required by law to withhold any amount from payment, the Client shall gross up the payment so that the Supplier receives the full invoiced amount net of any withholding.

6.3 Late Payment: If the Client fails to pay any invoice by its due date, the Supplier reserves the right to: (a) charge interest on the overdue amount at a rate of one and a half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is lower), accruing daily from the due date until the date of actual payment; and (b) suspend the Client’s access to the SaaS Service upon fourteen (14) days’ written notice if payment remains outstanding. The Supplier’s right to suspend under this clause is in addition to any other rights available to it under this Agreement or applicable law.

6.4 Refund Policy: All fees paid are non-refundable except as expressly set out in this clause. Fees are earned by the Supplier on a monthly basis and no refund shall be due in respect of any billing period that has already commenced. The following exceptions apply: (a) Client early termination: if the Client terminates the Agreement under clause 11.1, no refund of any pre-paid fees shall be payable; (b) Termination for Client’s breach: if the Supplier terminates the Agreement under clause 11.2 due to the Client’s breach, fraud or insolvency, no refund of any pre-paid fees shall be payable; (c) Supplier termination without cause: if the Supplier terminates the Agreement under clause 11.1 other than for cause, the Supplier shall refund a pro-rata portion of any pre-paid fees attributable to the unexpired portion of the then-current billing period; (d) Force Majeure termination: if the Agreement is terminated pursuant to clause 12.3, the Supplier shall refund a pro-rata portion of any pre-paid fees attributable to the unexpired portion of the then-current billing period. Any refund due under this clause shall be the Client’s sole and exclusive financial remedy in connection with the termination of this Agreement.

7. INTELLECTUAL PROPERTY

7.1 Ownership:

(a) All Intellectual Property Rights in the Services, the Website, and all Underlying Systems are and remain the property of the Supplier (and its licensors).

(b) 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 all rights necessary for the performance of its obligations in accordance with the Agreement.

7.2 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.

7.3 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.

7.4 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 their content or operators. The Supplier excludes all responsibility or liability for those websites.

8. CONFIDENTIALITY

8.1 Security: Each party must, unless it has the prior written consent of the other party:

(a) keep confidential at all times the Confidential Information of the other party;

(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use.

8.2 Permitted Disclosure: The obligation of confidentiality in clause 8.1(a) does not apply to any disclosure or use of Confidential Information:

(a) for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

(b) required by law (including under the rules of any stock exchange);

(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;

(d) 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

(e) 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 8.

9. WARRANTIES

9.1 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.

9.2 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.

10. LIABILITY

10.1 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 that Year.

10.2 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.

10.3 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.

11. TERM, TERMINATION AND SUSPENSION

11.1 Either party may terminate the Agreement on one (1) month’s prior written notice to the other party.

11.2 Termination for Cause: Either party may terminate this Agreement immediately by written notice if: (a) the other party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy it within fourteen (14) days of receiving written notice requiring it to do so; (b) the other party becomes insolvent, is placed into liquidation or receivership, enters into a creditors’ arrangement, or ceases to carry on business; or (c) the other party commits fraud or acts in wilful misconduct in connection with the Agreement.

11.3 The Client must pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, the Supplier will make all Data available to the 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.

11.4 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.

12. FORCE MAJEURE

12.1 Definition: “Force Majeure Event” means any event beyond a party’s reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government action or regulation, pandemic or epidemic, failure of third party internet or telecommunications infrastructure, or power failure.

12.2 Neither party will be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event, provided that: (a) the affected party notifies the other in writing within five (5) business days of becoming aware of the Force Majeure Event; and (b) the affected party uses reasonable endeavours to resume performance as soon as reasonably practicable.

12.3 If a Force Majeure Event prevents performance for more than thirty (30) consecutive days, either party may terminate the Agreement on written notice without liability to the other party.

13. GENERAL

13.1 Dispute Resolution:

If any dispute arises in connection with this Agreement, the parties must first attempt to resolve it through good faith negotiation between senior representatives of each party for a period of not less than thirty (30) days from the date one party notifies the other of the dispute in writing. If the dispute is not resolved within that period, either party may pursue its rights through the Courts of Singapore as provided in clause 13.6.

13.2 Entire Agreement:

This Agreement, together with the DPA and any Key Details, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings between the parties, whether written or oral, relating to that subject matter.

13.3 Severability:

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, unlawful or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid, lawful and enforceable. If such modification is not possible, the relevant provision will be deemed deleted. Any modification or deletion of a provision will not affect the validity and enforceability of the rest of this Agreement.

13.4 Amendment:

No amendment or variation of this Agreement shall be effective unless it is in writing and signed by authorised representatives of both parties. No oral representation, modification or waiver shall be binding on either party.

13.5 Assignment:

The Supplier may assign, transfer or novate any or all of its rights and obligations under this Agreement without the Client’s consent, including in connection with a sale of its business, merger, or corporate restructure. The Client may not assign, transfer or novate any of its rights or obligations under this Agreement without the prior written consent of the Supplier, which shall not be unreasonably withheld.

13.6 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.

13.7 Governing 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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