Master Services Agreement

THIS MASTER SERVICES AGREEMENT ("Agreement", "MSA") is made between Nodesify Enterprise ("Nodesify", "we", "us") and the entity or individual accepting these terms ("Client", "you").

By accessing our website, using our services, or engaging with us for IT consulting, custom software development, or AI SaaS solutions, you agree to be bound by this Agreement.

This Agreement constitutes a legally binding contract. If you do not agree to these terms, please do not use our services.

1. Definitions & Interpretation

In this Agreement, unless the context otherwise requires:

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• "AI Output" means any data, content, recommendations, or results generated by our AI models or algorithms.
• "Confidential Information" means all non-public information disclosed by one party to the other, whether written or oral.
• "Custom Deliverables" means software, code, documentation, or other deliverables specifically developed for Client under this Agreement.
• "Background IP" means Nodesify's pre-existing intellectual property, including code libraries, frameworks, methodologies, and "know-how".
• "SaaS Platform" means Nodesify's cloud-based AI and software services accessed via subscription.
• "Services" means the IT consulting, custom development, and/or SaaS services provided by Nodesify.
• "SOW" means a Statement of Work or quotation specifying project scope, timeline, and fees.

2. Scope of Services

Nodesify provides the following services:

• IT Consulting: Technical advisory, architecture design, digital transformation strategy, technology stack recommendations.
• Custom Software Development: Bespoke software solutions, web/mobile applications, API development, system integration.
• AI SaaS Solutions: Cloud-based AI services, machine learning models, automation tools, data analytics platforms.
• Maintenance & Support: Bug fixes, updates, technical support, performance monitoring.

3. Fees and Payment Terms

3.1 Quotations & Proposals: All quotations are valid for 30 days unless otherwise stated. Prices exclude Malaysian SST (Sales and Service Tax) and other applicable taxes.

3.2 Invoicing: Nodesify shall issue invoices according to the payment schedule in the SOW or as services are rendered.

3.3 Payment Terms: Invoices are due within thirty (30) days from the invoice date, unless otherwise agreed in writing.

3.4 Late Payment: Overdue payments shall incur interest at the rate of 2% per month or the maximum rate permitted under Malaysian law, whichever is lower, calculated daily from the due date until payment is received.

3.5 Taxes:

• Client is responsible for all taxes (including SST) unless a valid tax exemption certificate is provided.
• For cross-border services, Client is responsible for any withholding tax and must provide tax certificates to Nodesify.
• Nodesify reserves the right to adjust prices to reflect changes in tax laws.

3.6 Payment Methods: Payments may be made via bank transfer, credit card (via Stripe/PayPal), or other agreed methods. All transaction fees are borne by the payer unless otherwise stated.

4. Intellectual Property Rights

4.1 Nodesify Background IP: Nodesify retains exclusive ownership of all Background IP, including but not limited to:

• Pre-existing code libraries, frameworks, components, and modules
• Proprietary methodologies, algorithms, and technical know-how
• AI models, training data, and machine learning infrastructure
• Documentation, templates, and tools developed independently of Client projects

4.2 Custom Deliverables Ownership: Upon full payment, Nodesify assigns to Client all right, title, and interest in the Custom Deliverables, subject to Section 4.1.

4.3 License to Background IP: Nodesify grants Client a non-exclusive, perpetual, royalty-free license to use any Background IP embedded in Custom Deliverables, solely for the purpose of operating the software as intended. This license is non-transferable except as part of a sale of Client's business.

4.4 AI Output Ownership: Client owns all AI Output generated based on Client's input data, provided Client has complied with all payment obligations. Nodesify retains ownership of the underlying AI models and algorithms.

4.5 Open Source Software: Custom Deliverables may incorporate open-source software ("OSS"). Client receives OSS under its respective licenses. Nodesify will provide a list of all OSS components upon request.

5. Client Responsibilities

5.1 Cooperation: Client shall:

• Provide timely access to systems, data, and personnel as reasonably required
• Make necessary business decisions and provide approvals within agreed timeframes
• Designate a single point of contact for project coordination
• Ensure all provided data is accurate, legal, and does not infringe third-party rights

5.2 Data Compliance: Client warrants that any data provided to Nodesify complies with applicable laws, including the Personal Data Protection Act 2010 (PDPA).

5.3 Testing & Acceptance: Client shall thoroughly test deliverables and provide written acceptance or reasonable feedback within the testing period specified in the SOW.

6. Confidentiality & Data Protection (PDPA)

6.1 Confidentiality Obligations: Both parties agree to:

• Maintain the confidentiality of all Confidential Information
• Use Confidential Information only for purposes of this Agreement
• Restrict disclosure to employees or contractors with a need-to-know
• Safeguard Confidential Information with at least the same degree of care as their own confidential information

6.2 PDPA Compliance (2024/2025 Standards):

When Nodesify processes personal data on behalf of Client (as Data Processor), Nodesify shall:

• Process data only in accordance with Client's documented instructions
• Implement security measures complying with the PDPA Security Principle
• Notify Client without undue delay (and within 24 hours) upon discovering any personal data breach
• Assist Client in meeting its PDPA obligations (data subject requests, breach notifications, etc.)
• Return or securely delete all personal data upon termination of services

6.3 Data Breach Notification: In the event of a personal data breach, Nodesify will notify Client immediately and provide details of the breach, its impact, and remedial actions taken.

7. Warranties & Representations

7.1 Nodesify's Warranties: Nodesify warrants that:

• Services will be performed with reasonable skill and care in accordance with industry standards
• Custom Deliverables will materially conform to the specifications in the SOW
• Services will comply with all applicable laws and regulations
• Nodesify has valid title to all Background IP and has the right to grant licenses herein

7.2 Client's Warranties: Client warrants that:

• It has the authority to enter into this Agreement and perform its obligations
• All provided data, materials, and instructions do not infringe third-party rights
• It will comply with all payment and cooperation obligations

7.3 AI-Specific Disclaimer: Client acknowledges that AI Output may contain inaccuracies or errors. AI services are provided "as-is" and Client is responsible for reviewing and validating all AI Output before use.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages: To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profit, revenue, or business opportunities
• Loss of data, use, or goodwill
• Business interruption or downtime

8.2 Liability Cap: Nodesify's total aggregate liability arising under this Agreement shall not exceed the total fees paid by Client in the twelve (12) months preceding the claim.

8.3 Data Loss Exclusion: Nodesify is not liable for data loss arising from Client's failure to maintain adequate backups or follow security best practices.

8.4 AI Liability: Nodesify is not liable for decisions made by Client based on AI Output. Client assumes full responsibility for any actions taken based on AI recommendations.

8.5 Force Majeure: Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including acts of God, war, terrorism, internet infrastructure failures, or government actions.

9. Term and Termination

9.1 Term: This Agreement commences on the Effective Date and continues until all services are completed and all payments are made, unless terminated earlier.

9.2 Termination for Cause: Either party may terminate this Agreement by written notice if the other party:

• Materially breaches this Agreement and fails to cure within 14 days of notice
• Becomes insolvent, enters liquidation, or has a receiver appointed
• Violates applicable laws or regulations

9.3 Termination for Convenience: Client may terminate any SOW with 30 days' written notice, subject to payment for all work performed and non-cancelable commitments.

9.4 Effect of Termination: Upon termination:

• Client shall pay all accrued fees and expenses
• Each party shall return or destroy the other's Confidential Information
• Nodesify shall cease work and deliver all completed work product
• All licenses granted under this Agreement shall survive termination

10. Dispute Resolution

10.1 Amicable Settlement: In the event of a dispute, parties shall first attempt to resolve the matter through good faith negotiations for a period of 30 days.

10.2 Mediation: If negotiation fails, parties agree to attempt mediation before proceeding to arbitration.

10.3 Arbitration: Any dispute not resolved through mediation shall be referred to and finally resolved by arbitration in Kuala Lumpur, Malaysia, administered by the Asian International Arbitration Centre (AIAC) in accordance with the AIAC Arbitration Rules.

10.4 Arbitrator: The arbitral tribunal shall consist of a single arbitrator appointed by AIAC. The language of arbitration shall be English.

10.5 Costs: Each party bears its own costs of arbitration, except that the tribunal may award costs to the prevailing party.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Malaysia, including the Contracts Act 1950, the Personal Data Protection Act 2010, and the Electronic Commerce Act 2006.

Any legal proceedings not subject to arbitration shall be brought exclusively in the courts of Kuala Lumpur, Malaysia.

1. Subscription License

Subject to payment of applicable fees, Nodesify grants Client a revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the SaaS Platform during the Subscription Term.

1.1 User Accounts: Client is responsible for all activities occurring under its user accounts. Client shall:

• Maintain the confidentiality of login credentials
• Notify Nodesify immediately of any unauthorized use
• Limit access to authorized personnel only

1.2 Usage Limits: Subscription tiers specify usage limits (API calls, users, storage). Overages may incur additional charges. Nodesify will provide notice before charging for overages.

2. Service Level Agreement (SLA)

2.1 Uptime Commitment: Nodesify targets 99.5% monthly uptime for the SaaS Platform (excluding scheduled maintenance).

2.2 Scheduled Maintenance: Nodesify may perform scheduled maintenance with at least 48 hours' notice. Maintenance windows will be scheduled during off-peak hours where possible.

2.3 Service Credits: If uptime falls below 99.5%, Client may request a service credit equal to 5% of the monthly fee for every 1% of downtime, capped at 30% of the monthly fee.

2.4 SLA Exclusions: SLA does not apply to downtime caused by:

• Client's network, equipment, or internet connection
• Third-party services beyond Nodesify's control
• Force majeure events
• Beta features or free trial services

3. Acceptable Use Policy

Client shall not use the SaaS Platform to:

• Violate any applicable law or regulation (including PDPA, Computer Crimes Act 1997)
• Transmit viruses, malware, or malicious code
• Attempt to gain unauthorized access to the platform or other users' accounts
• Reverse engineer, decompile, or attempt to extract source code or AI models
• Use the platform to compete with Nodesify or copy its features
• Overwhelm the platform with excessive API calls (DoS attacks)
• Upload illegal, obscene, or infringing content

3.1 AI-Specific Prohibitions: Client shall not:

• Use AI services to generate illegal, harmful, or discriminatory content
• Attempt to "jailbreak" or bypass AI safety measures
• Use AI to impersonate individuals or entities without consent
• Exploit AI vulnerabilities to generate harmful outputs

4. Data Management in SaaS Environment

4.1 Data Ownership: Client retains ownership of all data uploaded to the SaaS Platform. Nodesify claims no ownership of Client data.

4.2 Data Security: Nodesify implements industry-standard security measures (encryption at rest and in transit, access controls, regular backups) as detailed in our Privacy Policy.

4.3 Data Retention:

• Active accounts: Data retained for the duration of the subscription
• Deleted accounts: Data retained for 30 days to allow export, then permanently deleted
• Backups: Kept for disaster recovery purposes for up to 90 days

4.4 Data Export: Client may export its data at any time via the platform's export functionality or by requesting assistance from support.

5. AI-Specific Terms

5.1 AI Training: Nodesify may use anonymized and aggregated usage data to improve AI models. We do not use Client's confidential business data to train models without explicit separate consent.

5.2 AI Accuracy: AI Output is provided for informational purposes only. Client is responsible for:

• Verifying accuracy of AI-generated content before use
• Ensuring AI Output complies with applicable laws and industry standards
• Obtaining human review for critical decisions

5.3 Feedback: If Client provides feedback on AI Output, Nodesify may use that feedback to improve its models. Feedback will be treated as Confidential Information.

5.4 Model Updates: Nodesify may update, modify, or replace AI models at any time. This may affect AI Output quality or characteristics. Nodesify will provide notice of material changes.

6. Suspension and Termination of SaaS Access

6.1 Suspension for Non-Payment: Nodesify may suspend SaaS access immediately if Client fails to pay fees when due. Suspension remains in effect until full payment is received.

6.2 Suspension for AUP Violations: If Client violates the Acceptable Use Policy, Nodesify may suspend access pending investigation. Repeated or severe violations may result in termination.

6.3 Data Preservation: Upon suspension or termination, Client data will be retained for 30 days to allow export, after which it may be deleted.

1. Project Scope and Deliverables

1.1 Statement of Work (SOW): Each custom development project is governed by a SOW specifying:

• Project scope, deliverables, and acceptance criteria
• Timeline, milestones, and key dates
• Fees, payment schedule, and out-of-scope charges
• Responsibilities of both parties

1.2 Change Orders: Any changes to project scope must be documented in a written Change Order signed by both parties. Change Orders may adjust timeline, fees, and deliverables.

2. Development Methodology

2.1 Agile Development: Unless otherwise specified, projects follow Agile methodology with:

• Sprints (typically 2-4 weeks) with regular demos and feedback cycles
• Incremental delivery of features
• Continuous integration and deployment

2.2 Client Participation: Client shall:

• Provide timely feedback on demos and prototypes
• Participate in planning sessions and retrospectives
• Test and accept features within agreed timeframes

3. Acceptance Testing

3.1 Testing Period: Client shall have fourteen (14) days ("Testing Period") to test deliverables after Nodesify notifies Client that they are ready for acceptance.

3.2 Acceptance Criteria: Deliverables are deemed accepted if:

• Client provides written acceptance within the Testing Period, or
• Client fails to provide a written notice of defects within the Testing Period (deemed acceptance), or
• Client puts the deliverables into production use (deemed acceptance)

3.3 Defect Notice: If Client identifies defects during the Testing Period, Client must provide a detailed written notice ("Notice of Defect") specifying:

• The nature and extent of each defect
• How the defect differs from the SOW specifications
• Screenshots or evidence demonstrating the defect

3.4 Remediation: Nodesify shall use reasonable efforts to correct defects within a reasonable time (typically 5-10 business days depending on severity).

4. Warranty and Support

4.1 Warranty Period: Nodesify provides a 90-day warranty period from the date of acceptance to fix bugs, errors, or defects at no additional cost.

4.2 Warranty Exclusions: Warranty does not cover:

• Issues caused by Client's modification of deliverables
• Third-party API changes or service disruptions
• Use outside of specified environment or configuration
• Features not included in the SOW

4.3 Post-Warranty Support: After the warranty period, support may be available under a separate maintenance agreement.

5. Project Delays

5.1 Nodesify Delays: If Nodesify delays delivery without justification, Client may seek remedies but waives claims for consequential damages.

5.2 Client Delays: If Client delays (late feedback, late payments, missed meetings), Nodesify may extend the timeline accordingly. Client remains responsible for all fees.

5.3 Mutual Delays: If delays are caused by both parties or unforeseen circumstances, timeline will be adjusted equitably.

6. Third-Party Services and APIs

6.1 Third-Party Dependencies: Deliverables may integrate with third-party services (Google Cloud, AWS, Stripe, etc.). Nodesify is not responsible for:

• Changes in third-party pricing, terms, or features
• Third-party service disruptions or deprecations
• Third-party API limits or rate constraints

6.2 Client's Third-Party Accounts: Client is responsible for:

• Creating and maintaining accounts with third-party services
• Paying all third-party fees and charges
• Complying with third-party terms of service

1. Entire Agreement

This Agreement, including any SOWs and incorporated documents, constitutes the entire agreement between the parties and supersedes all prior discussions, agreements, or understandings, whether written or oral.

2. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force. The invalid provision shall be interpreted to best accomplish the original intention to the maximum extent permitted by law.

3. Waiver

Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision. No waiver shall be effective unless made in writing.

4. Assignment and Subcontracting

4.1 Assignment by Client: Client may not assign this Agreement without Nodesify's prior written consent, which shall not be unreasonably withheld.

4.2 Assignment by Nodesify: Nodesify may subcontract any part of the services to qualified subcontractors. Nodesify remains responsible for all subcontracted work.

4.3 Mergers and Acquisitions: Either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

5. Notices

All notices shall be in writing and delivered:

• By email (with read receipt requested) to: admin@nodesify.com
• By registered mail to the addresses in the SOW
• Notices are deemed received on the date of email delivery or 3 days after mailing

6. Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, employer-employee, or agency relationship.

7. Amendment

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

8. Survival

The following provisions survive termination or expiration of this Agreement:

• Confidentiality (Section 6)
• Intellectual Property Rights (Section 4)
• Limitation of Liability (Section 8)
• Payment Obligations (Section 3)
• Governing Law and Dispute Resolution (Sections 10-11)
• General Provisions (Section D)

9. Electronic Signatures

This Agreement may be executed electronically. Electronic signatures have the same legal force and effect as handwritten signatures under the Electronic Commerce Act 2006 of Malaysia.

10. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. All counterparts together shall constitute one instrument.

11. Headings

Headings and section titles are for convenience only and do not affect the interpretation of this Agreement.

12. Language

This Agreement is in the English language. All communications and documentation shall be in English. In case of conflict between English and any translated version, the English version shall prevail.

13. Contact Information

For questions or concerns about this Agreement, please contact:

• Email: admin@nodesify.com
• Legal Department: legal@nodesify.com
• Address: Nodesify HQ, Kuala Lumpur, Malaysia
• Website: https://nodesify.com

14. Agreement to Terms

By clicking "Accept", using our services, or engaging with Nodesify for any project, you acknowledge that you have read, understood, and agree to be bound by this Master Services Agreement.

If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity to these terms.