MASTER SERVICES AGREEMENT (MSA)
General terms and conditions of Admiral Digital, a group of companies whose details are set out below:
- “Admiral Singapore” means Admiral Digital Pte Ltd (Company No. 201837558E), a private limited company incorporated in Singapore with its registered address at 68 Circular Road #02-01 049422 Singapore;
- “Admiral Malaysia” means Admiral Digital Sdn Bhd (Company No. 1194782-M), a private limited company incorporated in Malaysia with its registered address at Q Sentral 22-12, Jalan Stesen Sentral, 2, 50470 Kuala Lumpur, Malaysia;
- “Admiral Belgium” means Admiral Digital BV (Company No. BE.1007.149.614), a private limited company incorporated in Belgium with its registered address at Hoge Weg 129, 2940 Stabroek, Belgium;
Collectively referred to as “Group Companies”, and individually referred to as “Admiral Digital”.
1. Application:
1.1. Admiral Digital provides digital marketing and technology consultancy and advisory services on an independent contractor basis.
1.2. Client desires to engage Admiral Digital on a project-by-project basis to provide advisory support and technical services (the “Services”).
1.3. Admiral Digital and the Client are collectively referred to as “Parties”, and individually referred to as a “Party”.
1.4. These general terms and conditions under this master services agreement (the “Agreement”) shall apply to the Services and all individual quotations or statements of work (the “SOW”) between the Parties, a form of which is set out in the links below – Quote and SOW.
1.5. Client shall be deemed to have accepted a SOW if Admiral Digital receives acceptance via signing the SOW or notice in writing of acceptance via email on or before the Expiry Date of the SOW. Client’s acceptance of the SOW shall mean this Agreement is final and accepted. The accepted SOW shall be considered an executed counterpart of this Agreement. The accepted SOW and this Agreement shall be read and construed as one document. In the event of any conflicts or inconsistencies between this Agreement and the SOW, the SOW shall prevail to the extent of such conflicts or inconsistencies.
2. Term:
This Agreement shall commence on the date of signature of the first SOW (“Effective Date”) and is subject to termination at any time in accordance with Clause 9.
3. Services Contracted:
Admiral Digital agrees to carry out the Services and complete projects based on mutually agreed scope, cost and timeline. The scope, cost and timeline of these projects shall be defined in an individual SOW signed by the Parties.
4. Terms of Payment:
4.1. Client agrees to pay, and Admiral Digital accepts remuneration for the Services in the amount defined in the SOW. Invoices for the Services shall be issued in accordance with each SOW and invoices shall be paid in full within thirty (30) calendar days after presentation of an electronic copy of the invoice (“credit period”).
4.2. Any work performed beyond the agreed Services under the SOW shall be agreed in advance and in writing between the Parties.
4.3. All fees quoted in each SOW shall be exclusive of all service taxes, goods and services taxes and other value added taxes (if applicable) (collectively “VAT”) and withholdings or deductions which may be imposed or payable under applicable law. If withholdings or deductions are required under applicable law, Client shall pay such additional amount as will be required to ensure that the net amount received by Admiral Digital is equal to the amount that would have been received had no such deduction or withholding or charge been made. Amounts payable to Admiral Digital shall be paid to a bank account stated in the invoice. Client shall be responsible for bank charges, fees, duties or other transactional costs arising from payments by Client to Admiral Digital.
4.4. Client shall only reimburse Admiral Digital for all out-of-pocket expenses reasonably incurred by Admiral Digital and related to the Services which have been approved in writing by Client prior to any expenses being incurred.
4.5. Interest at the rate of twelve percent (12%) per annum shall be payable by Client on any payments which are overdue by more than fourteen (14) calendar days from the original due date of the invoice, until receipt of overdue payment by Admiral Digital.
4.6. Without prejudice to Admiral Digital’ rights to terminate this Agreement as described in Clause 9, if any amounts due to Admiral Digital pursuant to this Agreement are not paid by the applicable due dates, Admiral Digital shall have the right to stop or suspend performance of some or all of its obligations under this Agreement (including but not limited to any Services or projects).
5. Rules of Engagement:
5.1. Admiral Digital shall provide the Services with reasonable skill in accordance with prevailing standards of professional diligence and duty of care and shall promote the reasonable interest of Client in the context of the provision and performance of the Services.
5.2. Admiral Digital agrees to act in accordance with reasonable rules and regulations established by Client. The Services shall be performed during regular business hours. Client does not control Admiral Digital’ professional judgment, actions, and schedule.
5.3. All deliverables (“Deliverables”) as described in the SOW will conform to and perform in accordance with the specifications and descriptions in the applicable SOW and this Agreement.
5.4. Admiral Digital may utilise Affiliates, subcontractors, or consultants that are qualified and experienced in their areas of expertise to provide those Services which are not available on an “in-house” basis from Admiral Digital (collectively, “Authorised Consultants”). Any work or Services performed by such Authorised Consultants shall be deemed to be performed by Admiral Digital and subject to all obligations contained herein. Admiral Digital shall be solely responsible for performance of the Services.
5.5. Client acknowledges and accepts that any delay or failure on the part of Client and/or any other vendors, suppliers or contractors appointed by Client to perform their respective obligations may affect the performance of Admiral Digital’ obligations under this Agreement. Admiral Digital, with prior written notice to Client, shall be entitled to suspend, withhold, or cease performance of its obligations under this Agreement which are affected (“Affected Work”) by such delay or failure or if Admiral Digital would be required to incur additional expenses to perform its obligations. Upon occurrence of such circumstances, Admiral Digital shall provide an estimate to Client as to the additional remuneration and expenses which would be necessary for the resumption of Affected Work and Client shall thereafter respond to notify Admiral Digital in writing whether Client accepts the estimate. Admiral Digital shall have no obligation to resume the Affected Work until Client accepts the estimate.
5.6. A Party shall use commercially reasonable efforts to ensure its performance under this Agreement:
a) shall not knowingly violate any proprietary rights of any third party;
b) shall not knowingly violate any applicable law, rule, regulation, or judicial order, or violate any contractual obligations or confidential relationships which it may have to or with any third party;
c) shall ensure any computer media furnished to the other Party shall, to its knowledge, be free from computer viruses and any undocumented and unauthorised methods for disrupting the operation of computer systems or other computing resources or data, or other code features which result in or cause damage, loss or disruption to computer systems or other computing resources; and
d) shall protect all Processed Information (defined in Data Protection Policy) and Confidential Information (defined below) collected, used, processed, imported, or exported in performing its obligations under this Agreement in accordance with all applicable Personal Data Laws (defined in Data Protection Policy). A Party shall implement and monitor compliance with adequate measures with respect to technical and physical security to ensure that all Processed Information and Confidential Information collected, used, processed, imported, or exported is protected against loss and against unauthorised access, use, modification, disclosure, or other misuse. A Party shall promptly inform the other Party if it discovers, is notified, or otherwise becomes aware of an actual or potential data breach or breach of security of any safeguards relating to Processed Information or Confidential Information.
6. Confidentiality:
6.1. The Parties hereby acknowledge that each Party owns and uses certain Confidential Information (as defined below) in conjunction with its business, which provides the Party with competitive advantages. Each Party acknowledges that the other Party’s Confidential Information has been and will be disclosed throughout this Agreement. Each Party acknowledges that the secrecy and confidentiality of each Party’s Confidential Information must be secured and protected.
6.2. For the purposes of this Agreement: “Affiliates” shall mean the relevant Party and its holding company, direct and indirect subsidiaries, related corporations, jointly controlled entities, and associate companies of such Party; and “Confidential Information” shall mean information, documents and other materials relating to the business and operations which each Party (“Discloser”) and/or its Affiliates owns and uses in its business (including but not limited to accounting, financial, marketing, technical, sales, employee and customer information and know-how & methodologies) which is disclosed to or received by one Party (“Recipient”), in whatever form or medium (whether visually, orally or in writing), whether disclosed before, on or after the Effective Date and whether or not specifically marked or otherwise identified as “Confidential” or “Proprietary,” including summaries, data, drawings, notes and similar materials which mentions or in any way relates to the business of the Discloser and prepared by the Recipient. Confidential Information shall not include (i) such information to the extent that it is publicly known at the time of its communication; (ii) such information that is already in the public domain or becomes known to the public without violation of the terms of this Agreement by Recipient; (iii) such information which is obtained in good faith by Recipient from a third party, provided such third party is not bound by a confidentiality agreement with the Discloser, and provided such third party did not receive the confidential information from a source covered by the relevant confidentiality agreement. Any failure to mark or designate Confidential Information as “confidential” or “secret” shall not affect its status as Confidential Information subject to the terms of this Agreement.
6.3. All Confidential Information shall be the sole and exclusive property of the Discloser and the Discloser shall have all rights therein. All Confidential Information shall belong exclusively to the Discloser and shall be used by the Recipient solely during this Agreement.
6.4. To the extent that a Party develops or helps develop Confidential Information during its work with the other Party, the Confidential Information shall remain the sole and exclusive property of the developing Party.
6.5. During the duration of this Agreement and thereafter, the Recipient shall keep all Confidential Information strictly confidential, and shall not, directly or indirectly, disclose or reveal it to any third parties or, except for purpose of performing the Recipient’s obligations under this Agreement, use or seek to use it for Recipient’s own financial benefit or for the financial benefit of any person or entity other than the Discloser. If Admiral Digital is the Recipient, it may seek the prior written approval of Client to use Confidential Information for portfolio purposes.
6.6. All Confidential Information shall be the sole and exclusive property of a disclosing Party and such Party shall have all rights therein. To the extent that a Party develops or helps develop Confidential Information during its work with the other Party, the Confidential Information shall remain the sole and exclusive property of the developing Party.
6.7. Upon the Discloser’s written request at any time, or upon termination of this Agreement, the Recipient shall (i) promptly return to the Discloser all the Discloser’s Confidential Information together with all copies thereof in its possession, custody and/or control or (ii) promptly destroy the Discloser’s Confidential Information, together with all copies thereof which the Recipient is aware of and has access to and is reasonably able to destroy or delete, unless and to the extent that the Recipient is required to retain any Confidential Information under applicable law.
6.8. Upon termination of this Agreement, or termination or expiration of a SOW, if Admiral Digital has set up any accounts for computer systems or other computing resources or data or devices on behalf of Client then Client shall immediately take over management of such accounts and remove access (and confirm such removal) to Admiral Digital within two (2) business days of termination or expiration.
7. Intellectual Property:
7.1. Admiral Digital will retain ownership of Admiral Digital’s intellectual property rights in existence before the Effective Date (“Admiral’s Pre-existing IP”). Admiral Digital grants to Client a non-exclusive, royalty free, perpetual, irrevocable, sub-licensable, world-wide license to use, any Admiral’s Pre-existing IP that is incorporated into any of the Deliverables to the extent necessary to use the Services for Client’s business purposes. Admiral Digital shall ensure that it has the necessary licences and rights for third party proprietary materials (if any) used to perform the Services.
7.2. Admiral Digital may use Client’s proprietary materials including trade secrets, ideas, discoveries or invention, processes or operation methods, customer information, financial information or statements, sales or marketing information, plans or strategies, pricing policies or business projections only as necessary to perform the Services. Admiral Digital further acknowledges that the use of Client’s proprietary materials, if any, has enured and will continue to enure solely to the benefit of Client.
7.3. Except as provided in Clause 7.1 or as described in the SOW, Client will, subject to and after full payment of all amounts due to Admiral Digital for each SOW, own all Deliverables and all intellectual property rights included in or created in connection with the Deliverables including but not limited to (a) all inventions, ideas, developments, industrial designs, designs, methods, know-how or other discoveries, whether or not patentable; (b) all research materials, results works of authorship fixed in a tangible medium of expression; (c) any software and computer programs, devices, processes, or related operation methods; (d) any list, database or other commercially valuable assembly of information; and (e) all adaptations, modifications and derivative works of any of the above (collectively, the “Developments”). To the extent any Developments qualify under applicable law, they will be hereby deemed “works made for hire.” To the extent they do not so qualify, Admiral Digital will take steps to assign to Client exclusively all present and future right, title and interest, including under all intellectual property rights, in and to the Developments without additional costs, subject to and after full payment of all amounts due to Admiral Digital for each SOW.
7.4. Admiral Digital shall ensure that the Deliverables and Developments will be free from all liens, encumbrances and claims of any other person and that its performance and all Deliverables and Developments under this Agreement will not breach or violate the intellectual property rights or other rights of any other person.
8. Data Protection:
It shall be a condition precedent to the operation of this Agreement that Client accepts the Data Protection Policy.
9. Termination:
9.1. For Convenience. Either Party may terminate this Agreement with or without cause, by providing ninety (90) calendar days prior written notice to the other Party.
9.2. For Breach. Either Party may terminate this Agreement in the event of a breach by the other Party if such breach continues uncured for a period of thirty (30) calendar days after receipt of written notice of any such breach.
9.3. Insolvency. Either Party may terminate this Agreement immediately upon written notice if a resolution or order is passed for the other Party’s liquidation or a receiver and/or manager or other insolvency professional is appointed over the whole or any part of the other Party’s assets.
9.4. For avoidance of doubt, a termination of this Agreement (whether under this Clause 9 or otherwise) shall effectively result in the termination of all outstanding SOWs. There shall be no selective termination of SOWs unless otherwise mutually agreed in writing by the Parties. Admiral Digital shall have no obligation to perform any Services or deliver any Deliverables upon termination of this Agreement taking effect.
9.5. Upon termination or expiration of this Agreement Client shall pay Admiral Digital for the Services which have been performed in accordance with the relevant SOW(s) up until the effective date of termination (whether or not the same have been invoiced or acceptance is pending). Admiral Digital shall be entitled to pro-rata payment for partially completed Services, if applicable.
9.6. Upon termination or expiration of this Agreement or termination or expiration of a SOW, each Party shall return or destroy (and certify such destruction) all copies of any Confidential Information received from the other Party which the Recipient is aware of and has access to and is reasonably able to destroy or delete. If Admiral Digital has set up any accounts for IT devices and systems on behalf of Client, Client shall immediately take over management of such accounts and remove access (and confirm such removal) to Admiral Digital within two (2) business days of termination or expiration.
9.7. Notwithstanding the termination or expiration of this Agreement for any reason, those provisions that by their nature are intended to survive expiration or termination shall survive.
10. Non-Solicitation:
For the duration of the term of this Agreement and twelve (12) months following the termination/expiration of this Agreement, the Parties (including their Affiliates) agree not to directly or indirectly, alone or with any other person, solicit, approach, employ, engage or otherwise try to take away from the other Party and/or its Affiliates any staff, employees, consultants, contractors or suppliers ) or try to persuade them to end or limit their relationships with that Party and/or its Affiliates. The Parties hereby agree that the foregoing sentence in this Clause, shall not apply to a general advertisement or solicitation (or any hiring pursuant to such advertisement or solicitation) that is not specifically targeted to such staff, employees, consultants, contractors or suppliers.
11. Similar and Competitive Activities:
11.1. Each Party acknowledges that the other Party works with, engages in and/or conducts with persons, businesses and strategies that are similar to or competitive with their own.
11.2. Subject to the obligations set forth in this SOW and the Agreement, neither this SOW nor the Agreement shall impair the right of a Party to develop, make, use, procure and market any product or service, or to pursue other business transactions or relationships, alone or with others, now or in the future.
11.3. If a Party engages a person, business, or entity to perform services similar to those set forth in this SOW and the Agreement, it shall notify the other Party and shall at all times uphold its obligations under this SOW,
12. Force Majeure:
12.1. “Force Majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike, natural disaster pandemic, epidemic, act of God, war, terrorism, armed conflict, labour strike, lockout, boycott or any other unforeseeable events outside the reasonable control of either Party and which renders either Party’s performance of its obligations unlawful or impossible to perform.
12.2. A Party affected by Force Majeure (“Affected Party”) shall give notice to the other Party as soon as practicable as to the nature and extent of the circumstances in question and their effect on the Affected Party’s ability to perform, and provided that the Affected Party takes all steps reasonably necessary to mitigate the effects of the Force Majeure event, such Affected Party shall not liable to the other, by reason of any delay in performance, or the nonperformance of any of its obligations to the extent that this was due to Force Majeure.
12.3. The time for performance of the obligations of an Affected Party shall be extended accordingly, provided that if the performance of the Affected Party is prevented or delayed by the Force Majeure for a continuous period of sixty (60) calendar days, either Party shall be entitled to terminate this Agreement by giving written notice to the other Party.
13. Limitation of Liability:
13.1. Admiral Digital shall not be liable to Client for special, indirect or consequential losses (including but not limited to damages, loss of business, loss of profit or loss of anticipated savings) arising out of or in any way connected with this Agreement, whether or not the possibility of such damages has been disclosed to Admiral Digital in advance or could have been reasonably foreseen.
13.2. Without prejudice to Clause 13.1 and notwithstanding anything to the contrary in this Agreement, Admiral Digital’ total liability for Client’s claims against Admiral Digital arising out of contract, tort or otherwise in respect of any actual or alleged act or omission on the part of Admiral Digital shall be limited to the total fees paid by Client to Admiral Digital during the immediately preceding one (1) month period under the SOW to which the claim relates. In the case of any claim which is not attributable to any specific SOW, Admiral Digital’ liability shall be limited to the total fees paid by Client to Admiral Digital during the immediately preceding one (1) month period.
13.3. Client shall indemnify, defend and hold Admiral Digital, its affiliates, contractors, and their respective officers, directors, employees, shareholders, and agents harmless from and against any and all damages, liabilities, losses, and expenses including, court costs and fees, attorneys fees, expert witnesses, and other professionals, arising out of or resulting from any third party suit, claim, government investigation, action, or proceeding (collectively “Claims”) arising out of or resulting from the acts or omissions on the part of Client related to its performance under this Agreement, save and except to the extent any Claims arising out of or resulting from a breach of this Agreement by Admiral Digital.
14. Warranties:
14.1. Each Party represents and warrants to the other that it has the full power to enter into this Agreement and to perform its obligations hereunder and that this Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, and this Agreement does not contravene, violate or conflict with any other agreement of such Party.
14.2. Except as provided under Clause 5 and Clause 14.1, Admiral Digital does not make any, and hereby excludes to the fullest extent permitted by law, representations and warranties (whether customary, implied or otherwise) in respect of the Services and all other transactions or matters falling within the subject matter of this Agreement.
15. Relationship:
16. Assignment:
17. Notices:
17.1. Communications (which include approvals, requests, regular correspondences and all relevant communications), notices and sign-offs shall be in writing and in the English language.
17.2. Unless otherwise specifically stated in a SOW in respect of the Services therein, the service of notices under this Agreement shall be in the following manner:
a) any notice (other than a termination notice) shall be served on the other Party by hand, courier or electronic mail; and
b) a notice shall be deemed to have been served if, (i) if served by hand, upon service, (ii) if served by courier, upon acknowledgement of receipt; (iii) if served by electronic mail, upon receipt of the delivery notification report by the sender, unless in either case there is evidence that the notice was received earlier.
18. Dispute Resolution Procedure:
18.1. If there is any controversy, dispute or claim arising out of or relating to interpretation or breach of the Agreement, the Parties must first endeavour to settle it amicably and promptly by discussing in good faith. Either Party may initiate amicable discussions by giving written notification to the other Party (“First Level Resolution Notice”).
18.2. If the dispute is not or cannot be resolved within thirty (30) calendar days from the date that a Party receives the First Level Resolution Notice from the other Party or such other period as may be mutually agreed in writing (“First Level Resolution Period”), the Parties must further endeavour to resolve the dispute amicably by escalating the matter for discussion between each Party’s most senior employee (chief executive officer, managing director or equivalent position). Either Party may initiate such discussion by issuing a written notice (“Second Level Resolution Notice”) to the other Party. If the dispute is not or cannot be resolved within fourteen (14) calendar days from the date that the other Party receives the Second Level Resolution Notice or such other period as may be mutually agreed in writing (“Second Level Resolution Period”), either Party may commence legal proceedings in accordance with Clause 19.
19. Governing Law:
This Agreement shall be governed by and construed in accordance with the law set out below. Any disputes arising out of this Agreement shall submit to the exclusive jurisdiction of the courts set out below.
Where Admiral Singapore is the contracting entity with Client:
| Governing law | Singaporean law |
| Dispute resolution forum | Courts of Singapore |
Where Admiral Malaysia is the contracting entity with Client:
| Governing law | Malaysian law |
| Dispute resolution forum | Courts of Kuala Lumpur, Malaysia |
Where Admiral Belgium is the contracting entity with Client:
| Governing law | Belgian law |
| Dispute resolution forum | Courts of Antwerp, Belgium |
20. Entire Agreement:
This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
21. Severability:
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
22. Counterparts:
This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. Delivery of an executed counterpart of the Agreement by email shall be effective as delivery of a manually executed counterpart of the Agreement if the receiving Party acknowledges receipt of the same by return email.
23. Variation:
No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
