KaizenQ

KaizenQ Master Services Agreement

Version 1.0 – October 2025

This Master Services Agreement (“MSA”) is entered into between Buffer Overflow Pte. Ltd., a company incorporated and registered in Singapore with registration number 202130343N, having its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Centre, Singapore (068914) (“KaizenQ” or “Vendor”), and the customer identified in the applicable Order Form (“Customer”). KaizenQ and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

1. Agreement Structure

  1. 1.1 This MSA governs all services provided by KaizenQ. Each Order Form executed by both Parties references this MSA and incorporates its terms.
  2. 1.2 In the event of conflict, the Order Form prevails over this MSA.
  3. 1.3 KaizenQ may update this MSA from time to time; updates apply at renewal unless otherwise agreed in writing.

2. Definitions

  • Affiliate: any entity controlling, controlled by, or under common control with a Party.
  • Agreement: this MSA, applicable Order Forms, and any referenced annexes (e.g., DPA, SLA).
  • Confidential Information: all non-public information disclosed by one Party to the other, whether oral, written, or digital, that is designated confidential or reasonably understood as confidential.
  • Customer Data: data (including Personal Data) supplied by Customer to KaizenQ in connection with the Services.
  • Deliverables: any work product, configuration, or integration specifically created for Customer under a Statement of Work or Order Form.
  • Documentation: user guides, API references, or usage manuals provided by KaizenQ.
  • Personal Data: information relating to an identified or identifiable natural person.
  • Services: KaizenQ’s hosted software-as-a-service platform and any related implementation, integration, or support services.
  • System Data: anonymized or aggregated data generated by KaizenQ from the operation or use of the Services.
  • Term: the duration set forth in the Order Form, including any renewal periods.
  • Users: individuals authorized by Customer to access the Services.

3. Provision of Services

  1. 3.1 Access Rights.

    Subject to payment of fees, KaizenQ grants Customer a non-exclusive, non-transferable, limited right for Users to access and use the Services for Customer’s internal business purposes during the Term.

  2. 3.2 Modifications.

    KaizenQ may enhance or modify features provided the overall functionality is not materially reduced.

  3. 3.3 Suspension.

    KaizenQ may suspend access if: (a) required for maintenance or security; (b) Customer breaches this Agreement; or (c) payment is overdue. KaizenQ will use reasonable efforts to provide prior notice.

  4. 3.4 Custom Integrations.

    Where KaizenQ provides configuration or integration work, such work is delivered on a professional-services basis and does not alter the SaaS nature of the platform.

4. Customer Responsibilities

  1. 4.1 Account Control. Customer is responsible for maintaining the confidentiality of credentials and for all activities occurring under its accounts.
  2. 4.2 Acceptable Use. Customer shall not:
    • (a) reverse engineer or copy the Services;
    • (b) use the Services to build a competing product;
    • (c) upload any harmful or unlawful content;
    • (d) use the Services in violation of applicable law; or
    • (e) circumvent technical controls or licensing limits.
  3. 4.3 Compliance & Data Quality. Customer is solely responsible for obtaining all necessary consents for the collection, submission, and use of Customer Data, including Personal Data of its personnel or contractors.
  4. 4.4 Backups. Customer is responsible for maintaining backup copies of all Customer Data.

5. Fees & Payment

  1. 5.1 Fees. Fees are as set forth in the Order Form and are payable in advance unless otherwise specified.
  2. 5.2 Non-Cancellable / Non-Refundable. Except as expressly stated in this MSA, fees are non-cancellable and non-refundable.
  3. 5.3 Late Payments. Overdue amounts accrue interest at 1.5% per month (or the maximum allowed by law).
  4. 5.4 Taxes. Fees exclude all taxes. Customer is responsible for applicable GST, VAT, or withholding taxes.

6. Intellectual Property

  1. 6.1 Ownership.
    • (a) Customer retains all rights to Customer Data and its trademarks.
    • (b) KaizenQ retains all rights, title, and interest in the Services, System Data, Documentation, Deliverables (excluding Customer-owned custom content), and all related IP.
  2. 6.2 Deliverables. Upon full payment, KaizenQ grants Customer a non-exclusive license to use Deliverables solely within Customer’s instance of the Services.
  3. 6.3 Feedback. Customer grants KaizenQ an irrevocable, perpetual, royalty-free license to use and incorporate any Feedback into its products without restriction.
  4. 6.4 Reservation of Rights. Except as expressly provided, no rights are granted to Customer.

7. Data Protection

  1. 7.1 Roles. KaizenQ acts as a data processor under the Singapore Personal Data Protection Act 2012 (PDPA) and Decree 13/2023/NĐ-CP (Vietnam PDPD) where applicable.
  2. 7.2 Processing. KaizenQ will process Personal Data solely for providing the Services and in accordance with the Data Processing Addendum (DPA) attached or referenced in the Order Form.
  3. 7.3 Machine Learning Use. KaizenQ may use System Data, and anonymized or aggregated Customer Data, to improve algorithms and analytics models, provided such data cannot identify any individual or Customer.
  4. 7.4 Security. KaizenQ will implement commercially reasonable technical and organizational measures to protect Customer Data.
  5. 7.5 Data Location & Transfer.

    Customer consents to storage and processing of data in any region where KaizenQ or its subprocessors operate.

8. Confidentiality

  1. 8.1 Each Party will keep the other’s Confidential Information confidential and use it only to fulfill its obligations under this Agreement.
  2. 8.2 Disclosure is permitted to employees, Affiliates, or advisors who need to know and are bound by confidentiality obligations.
  3. 8.3 Disclosure required by law or court order is allowed with prior notice (where legally possible).
  4. 8.4 This clause survives termination for five (5) years.

9. Warranties & Disclaimers

  1. 9.1 Authority. Each Party represents that it has the legal authority to enter into this Agreement.
  2. 9.2 Service Warranty. KaizenQ warrants that it will provide the Services in a professional manner consistent with industry standards.
  3. 9.3 Disclaimer. Except as expressly stated, the Services are provided “AS IS.” KaizenQ disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

  1. 10.1 Neither Party limits liability for death, personal injury, fraud, or wilful misconduct.
  2. 10.2 To the maximum extent permitted by law, KaizenQ’s total aggregate liability under this Agreement shall not exceed 100% of the fees paid by Customer under the applicable Order Form in the 12 months preceding the claim.
  3. 10.3 Neither Party is liable for indirect, consequential, or special damages, including loss of data, profit, or business opportunities.
  4. 10.4 No double recovery of losses shall apply.

11. Term & Termination

  1. 11.1 Term. This MSA begins on the Effective Date and continues until terminated as permitted herein.
  2. 11.2 Subscription Lock-In. Each Order Form constitutes a binding subscription for the stated Term and is non-cancellable except as expressly allowed.
  3. 11.3 Termination for Cause. Either Party may terminate if the other:
    • (a) materially breaches and fails to cure within 30 days of notice; or
    • (b) becomes insolvent or subject to bankruptcy proceedings.
  4. 11.4 Effect. Upon termination, all rights to use the Services cease and all outstanding fees become immediately due.
  5. 11.5 Post-Termination Data. KaizenQ will retain Customer Data for 30 days for export upon written request, after which it may be deleted.

12. Dispute Resolution

  1. 12.1 Negotiation. Parties shall first attempt to resolve disputes amicably within 30 business days.
  2. 12.2 Arbitration. Any dispute not resolved by negotiation shall be finally settled by arbitration under the Singapore International Arbitration Centre (SIAC) Rules. The tribunal shall consist of one (1) arbitrator, and the seat of arbitration shall be Singapore. The language shall be English.
  3. 12.3 Injunctive Relief. Either Party may seek temporary injunctive or equitable relief in any competent court to protect intellectual property or Confidential Information.

13. Miscellaneous

  1. 13.1 Assignment. Customer may not assign or transfer this Agreement without KaizenQ’s prior written consent. KaizenQ may assign to Affiliates or successors.
  2. 13.2 Force Majeure. Neither Party is liable for delay or failure due to causes beyond its reasonable control.
  3. 13.3 Entire Agreement. This MSA and all Order Forms constitute the entire understanding between the Parties and supersede prior agreements.
  4. 13.4 Notices. Notices must be in writing and sent to the addresses or emails listed in the Order Form.
  5. 13.5 Severability. Invalid provisions will be severed without affecting the remainder.
  6. 13.6 Governing Law. This Agreement is governed by the laws of Singapore.
  7. 13.7 No Third-Party Rights. No person other than the Parties may enforce any term under the Contracts (Rights of Third Parties) Act 2001.