Master Service Agreement

• "Service" means the Freeholt web application, its features, exports, emails and related support, as described in the Order Form.
• "Order Form" means a document signed by both parties that references this Agreement and sets out the plan, number of Seats, fees, term and any special terms.
• "Seat" means one named individual authorised by the Customer to sign in to the Service under the Customer's subscription.
• "Customer Data" means all data entered into the Service by or for the Customer, including personal data of the Customer's clients.
• "Documentation" means the help, country and product pages published in the Service.
• "Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data and the terms of an Order Form.

• Each Order Form is a separate contract incorporating this Agreement. If an Order Form conflicts with this Agreement, the Order Form prevails for that order only.
• Freeholt grants the Customer a non-exclusive, non-transferable right during the Term for its Seats to access and use the Service for the Customer's internal business purposes and in accordance with the Documentation.
• Seats are for named individuals and may be reassigned when an individual leaves the Customer or changes role, not shared or rotated among several people. The Customer may add Seats during a Term at the per-Seat rate in the Order Form, prorated.
• The Customer is responsible for its Seats' compliance with this Agreement and the Terms of Service acceptable-use rules, which apply to each Seat.
• Freeholt may modify the Service, provided it does not materially reduce the core functionality described in the Order Form during the Term, and will give at least 30 days' notice of any material change to functionality.

• The Service is a calculation and modelling tool. It is not financial product advice, investment advice, tax advice, legal advice or a recommendation, and Freeholt holds no licence to give any of them in any jurisdiction. Where the Customer is a licensed adviser, accountant, broker or other professional, the Customer alone is responsible for any advice, recommendation or document it gives to its clients, for exercising its own professional judgement over every figure the Service produces, for compliance with its licensing, best-interests, disclosure and record-keeping obligations, and for describing the Service to its clients accurately as a tool the Customer uses.
• The Customer will not represent that Freeholt is its adviser, that Freeholt has reviewed or endorsed any advice, or that a figure from the Service is more than an estimate from the Customer's own inputs and assumptions.
• The Customer is responsible for the accuracy of Customer Data, for having the lawful right to enter it (including any consents its clients must give), and for the security of its Seats' credentials and devices.
• The Customer will not use the Service to build a competing product, will not resell or white-label it without a written reseller agreement, and will not remove any notices from reports or exports.

• Fees are as stated in the Order Form, in US dollars unless the Order Form says otherwise, and are invoiced annually in advance unless the Order Form says otherwise.
• Invoices are payable within 30 days of the invoice date by bank transfer or card. Overdue amounts bear interest at 1% per month or the highest rate permitted by law, whichever is lower, and Freeholt may suspend the Service on 10 days' written notice of non-payment until paid.
• Fees exclude taxes. The Customer is responsible for any GST, VAT, sales tax, withholding or similar tax other than tax on Freeholt's income; if withholding applies, the Customer will gross up so that Freeholt receives the invoiced amount.
• Freeholt may increase per-Seat fees for a Renewal Term by notice at least 60 days before the Renewal Term begins; otherwise fees are fixed for the Initial Term and each Renewal Term.
• Fees are non-refundable except as expressly provided in this Agreement (sections 7 and 9 and Schedule 1).

• As between the parties, the Customer owns Customer Data. The Customer grants Freeholt a licence to host, process, transmit, back up and display Customer Data to provide, secure, support and improve the Service and as permitted by the Data Processing Agreement.
• The Data Processing Agreement governs personal data in Customer Data. In the event of conflict on that subject it prevails over this Agreement.
• Freeholt may create and use aggregated, anonymised statistics derived from Customer Data and usage, subject to the safeguards in the Privacy Policy and the Data Processing Agreement. Such statistics identify no Customer, Seat or client and may be used by Freeholt for any lawful purpose during and after the Term. The Customer may opt out prospectively by written notice.
• On termination the Customer may export Customer Data for 30 days, after which it is deleted as set out in the Data Processing Agreement.

Each party will keep the other's Confidential Information confidential, use it only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, advisers and (for Freeholt) sub-processors who need it and are bound by confidentiality. These obligations do not apply to information that is or becomes public without breach, was already known to the recipient, is independently developed, or is received from a third party without restriction; and a party may disclose Confidential Information where required by law or a court, giving the other party prompt notice where lawful so that it may seek protection. These obligations last for the Term and 5 years after it; for Customer Data, for as long as Freeholt holds it.

• This Agreement starts on the Effective Date and continues while any Order Form is in force. Each Order Form has the Initial Term stated in it (12 months if not stated) and renews automatically for successive 12-month Renewal Terms unless either party gives written notice of non-renewal at least 30 days before the end of the current Term.
• Either party may terminate this Agreement or an Order Form for material breach that is not cured within 30 days of written notice describing the breach, or immediately if the other party becomes insolvent, enters administration or liquidation, or ceases business.
• The Customer may terminate an Order Form under the sub-processor objection right in the Data Processing Agreement or under Schedule 1 (chronic failure), and receives a pro-rata refund of prepaid fees for the remainder of the Term in either case.
• Freeholt may terminate on 90 days' notice if it discontinues the Service, with a pro-rata refund of prepaid fees.
• On termination, Seats' access ends, the Customer pays any fees accrued to the termination date, and sections 5 (data, including the export and deletion provisions), 6, 9, 10, 11, 12 and 14 survive.

Freeholt and its licensors own the Service, its software, engine, scoring rules, tax tables, country content, benchmark compilations, Documentation and all improvements, including improvements suggested by the Customer. No rights are granted except those expressly stated. The Customer owns its reports and exports, subject to Freeholt's rights in the underlying Service. The Customer may use Freeholt's name and logo only as the Order Form permits; Freeholt may name the Customer as a customer only with the Customer's written consent.

• Freeholt warrants that it will provide the Service with reasonable care and skill, materially in accordance with the Documentation and the Order Form, and that it will maintain the security measures in the Data Processing Agreement. The Customer's exclusive remedy for breach of this warranty is for Freeholt to correct the non-conformity within a reasonable time or, if it cannot, for the Customer to terminate the affected Order Form and receive a pro-rata refund of prepaid fees.
• Each party warrants that it has authority to enter into this Agreement.
• The Customer warrants that its use of the Service, and any advice or document it produces with it, complies with the laws and licensing requirements that apply to the Customer.
• Except as expressly stated, the Service is provided without warranties of any kind, express or implied, including fitness for purpose, merchantability and non-infringement. Freeholt does not warrant that any figure, tax rule, benchmark, exchange rate, price or model output is accurate, complete or current, that the Service will be uninterrupted or error-free, or that it will satisfy any regulatory requirement of the Customer. Third-party data and services are outside Freeholt's control.

• Freeholt will defend the Customer against any third-party claim that the Service, as provided by Freeholt and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. If such a claim is made or likely, Freeholt may modify the Service, procure the right for the Customer to continue using it, or terminate the affected Order Form with a pro-rata refund. This indemnity does not cover claims arising from Customer Data, from combination with things not supplied by Freeholt, or from use in breach of this Agreement.
• The Customer will defend Freeholt against any third-party claim (including by a client of the Customer or a regulator) arising from advice, recommendations or documents the Customer gave using the Service, from Customer Data, or from the Customer's breach of section 3 or of applicable law, and will pay the damages and costs finally awarded or agreed in settlement.
• The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement admits fault by or imposes obligations on the indemnified party without its consent), and provide reasonable cooperation.

• Neither party is liable to the other for any indirect, incidental, special, consequential or punitive loss or damage, or for any loss of profit, revenue, business, goodwill, data or anticipated savings, or, in the Customer's case, for any loss suffered by its clients, however arising, even if advised of the possibility.
• Each party's total aggregate liability arising out of or in connection with this Agreement in any 12-month period is limited to the fees paid and payable by the Customer under this Agreement in the 12 months before the event giving rise to the claim.
• These limits do not apply to a party's indemnity obligations under section 10, to a breach of section 6 (confidentiality) other than in respect of Customer Data (for which the cap is twice the amount in the paragraph above), to the Customer's obligation to pay fees, to liability for death or personal injury caused by negligence, to fraud, or to any liability that cannot be limited by law.

Freeholt will maintain, during the Term, professional indemnity and cyber liability insurance with reputable insurers at the levels stated in the Order Form or, if none are stated, at levels reasonable for a business of its size and nature, and will provide certificates on request. [Placeholder: policy limits to be inserted once cover is bound.]

• This Agreement is governed by the law of Singapore. Any dispute that the parties cannot resolve within 30 days of one party's written notice by discussion between senior representatives will be referred to mediation at the Singapore Mediation Centre and, failing settlement within 60 days of the referral, to the exclusive jurisdiction of the courts of Singapore. Either party may seek urgent injunctive relief in any court.
• Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations; if such an event continues for more than 60 days either party may terminate the affected Order Form.
• Neither party may assign this Agreement without the other's consent, not to be unreasonably withheld, except to a successor of its business on notice.
• The parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment or fiduciary relationship.
• Notices must be in writing and sent by email to the addresses in the Order Form, with a copy by post for notices of breach or termination.
• This Agreement, the Order Forms, the Data Processing Agreement and Schedule 1 are the entire agreement on their subject matter and supersede prior discussions. Amendments must be in writing signed by both parties; the Customer's purchase order terms do not apply. If any provision is unenforceable it is read down or severed and the rest continues. A waiver is effective only in writing. This Agreement may be signed electronically and in counterparts.

Availability

Freeholt will use commercially reasonable efforts to make the Service available at least 99.5% of the time in each calendar month ("Availability Target"). Availability is measured as the percentage of minutes in the month during which the Service's sign-in and home pages respond successfully to Freeholt's monitoring, excluding Excluded Downtime.

Excluded Downtime means: scheduled maintenance notified at least 48 hours in advance and performed, where practicable, between 22:00 and 06:00 Singapore time and not exceeding 8 hours per month; emergency maintenance to address a security vulnerability; unavailability caused by the Customer's systems, network or misuse; unavailability of a third-party service outside Freeholt's reasonable control (including the hosting, database, payment, email and model providers) where Freeholt has followed its providers' recommended practices; force majeure; and suspension permitted by the Agreement.

Service credits

To claim a credit the Customer must email support@nestworth.com within 30 days after the end of the month, identifying the downtime. Credits are applied against the next invoice (or refunded if no further invoice is due), are the Customer's sole and exclusive remedy for a failure to meet the Availability Target, and are capped at 50% of the monthly fees for the affected Order Form. If availability falls below 99.0% in any 3 months of a rolling 6-month period ("chronic failure"), the Customer may terminate the affected Order Form on 30 days' notice and receive a pro-rata refund of prepaid fees.

Support

Support is provided by email at support@nestworth.com and through the in-app assistant. Support hours are 09:00 to 18:00 Singapore time (UTC+8) on business days in Singapore. Requests received outside support hours are treated as received at the start of the next support period, except that Severity 1 reports are monitored on a best-efforts basis at all times.

Response means a substantive acknowledgement from a person, with a severity assessment and, where possible, a first assessment of cause. Resolution targets are not offered; Freeholt will work continuously on Severity 1 issues during support hours until they are mitigated and will keep the Customer informed at the stated cadence. A question about a calculation, tax rule or figure is answered by explaining how the Service computes it; it is never advice on what the Customer or its client should do.

Maintenance and changes

Scheduled maintenance is announced by email at least 48 hours ahead. Changes to tax tables and country content are made as rules change and are dated on the relevant page; a material change to how a figure is computed is noted in the Service's release notes. Backups are taken by the database provider at least daily; the recovery point objective is 24 hours and the recovery time objective for a full restore is 8 support hours.

Review

The parties will review this Schedule on request at each Renewal Term. Any improvement to the targets is recorded in an Order Form.