Master Service Agreement
These terms (“Terms“) cover the use of software systems and services provided by One Logis Solutions Pte. Ltd. (“One Logis” or “Provider”). You accept these Terms by using the services or continuing to use the Services after being notified of any changes to these Terms, which will be communicated through email or on our website.
- Definitions
1.1 “Agreement” means this agreement, as varied by the Provider from time to time.
1.2 “Customer” refers to the individual or legal entity, including its employees and authorized users, that is using the Services.
1.3 “Downtime” refers to the time during which the Software is not accessible or operational, excluding (a) Scheduled Maintenance, (b) any period of inaccessibility due to Force Majeure Events, (c) any inaccessibility resulting from the actions or omissions of the Customer or its authorized users including but not limited to, changes to the Customer’s systems, failure of Customer’s internet connectivity, or misuse of the Software, or any inaccessibility resulting from the failures related to third-party services or integrations. (SLA)
1.4 “Effective Date” refers to the earliest of the following: (a) the date when the Customer agrees to these Terms (including by email); (b) the date when the Customer clicks an “I Accept” button or checkbox presented with these Terms; or (c) the date when the Customer first accesses or uses any of the Services, provided that the Customer has been notified of any changes to these Terms prior to such use.
1.5 “Incident” refers to an unplanned interruption or reduction in the quality of the Software. (SLA)
1.6 “License” refers to the non-exclusive, non-transferable right to use the Software as described in this Agreement.
1.7 “Normal Business Hours” refers to the hours of operation during which the Provider typically provides support and performs services, which are from 9:00 AM to 6:00 PM (local time) on business days, excluding weekends and public holidays. (SLA)
1.8 “Parties” refer to the Customer and the Provider collectively (each a Party).
1.9 “Scheduled Maintenance” refers to regularly planned maintenance periods during which the Software may be unavailable. (SLA)
1.10 “Services” refers to the customer support, maintenance, and any other services provided by the Provider as described in this Agreement.
1.11 “Service Level Agreement” or “SLA” refers to the document attached hereto as Exhibit A, which outlines the performance metrics and service commitments that the Provider agrees to meet while delivering the Services.
1.12 “Software” refers to the Freight Management (CFREIGHT) and Transportation Management (LASTMILE) software systems developed and owned by the Provider.
1.13 “Termination Date” refers to the date on which this Agreement is terminated, either (i) the last day of the notice period provided in accordance with the termination provisions of this Agreement, or (ii) the date agreed upon by both Parties in writing for termination.
2. Provider Responsibilities
2.1 General. The Customer may access and use the Services in accordance with this Agreement.
2.2 Provider Security. The Provider shall implement reasonable and appropriate security measures to protect the Software from unauthorized access and to promptly address any known security vulnerabilities to the extent practicable. However, the Provider does not guarantee that the Software will be entirely free from vulnerabilities or that it will prevent all unauthorized access. The Provider will not be responsible for securing the Customer’s content and data against accidental or unlawful loss, access, or disclosure.
2.3 Data Privacy. The Provider will not access or use the Customer’s data except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body. We will not disclose the Customer’s data to any government or third party except as necessary to comply with the law or a binding order of a governmental body.
2.4 Notice of Changes to the Services. The Provider may change or discontinue any of the Services from time to time. The Provider will provide the Customer at least 1 months’ prior notice before discontinuing a material functionality of a Service that the Customer is using. The Provider will not be obligated to provide such notice under this Section 2.4 if the discontinuation is necessary to (a) address an emergency, or risk of harm to the Services or the Provider, (b) respond to claims, litigation, or loss of license rights related to third party intellectual property rights, or (c) comply with law, but should any of the preceding occur the Provider will provide you with as much prior notice as is reasonably practicable under the circumstances.
2.5 Notice of Changes to the Service Level Agreement. The Provider may change, discontinue or add Service Level Agreement, provided, however, that the Provider will provide at least 30 days’ advance notice for adverse changes to any Service Level Agreement.
3. Customer Responsibilities
3.1 Customer Account. The Customer shall comply with this Agreement and all applicable laws, rules, and regulations when using the Services. To access the Services, the Customer must have an account linked to a valid email address and a valid form of payment. Unless explicitly permitted, the Customer may only create one account per email address. Except to the extent caused by the Provider’s breach of this Agreement, (a) the Customer is responsible for all activities that occur under the Customer’s account, whether authorized by the Customer or a third party (including the Customer’s contractors or agents), and (b) the Provider is not liable for unauthorized access to the Customer’s account.
3.2 Customer Data. The Customer is responsible for their own data. The Customer must ensure that their data and their use of the Services comply with all applicable laws. Upon termination or expiration of this Agreement, the Provider will provide reasonable assistance to the Customer to export or migrate their data from the Services, but the Provider does not guarantee data compatibility with any specific systems or applications. Any additional assistance beyond this will be subject to the Provider’s standard rates for such services.
3.3 Security and Backup. Unless stated otherwise, the Customer is responsible for properly configuring and using the Services, securing their accounts, and taking appropriate measures to protect and back up their data.
3.4 Log-In Credentials and Account Keys. The log-in credentials and private keys generated by the Services are for the Customer’s internal use only. The Customer will not sell, transfer, or sublicense them to any other entity or person.
4. License Grant
4.1 The Provider hereby grants the Customer a non-exclusive, non-transferable license to use the Software for its internal business operations.
4.2 The Customer shall not reverse engineer, disassemble, decompile, copy, modify, resell, or distribute the Software except as expressly permitted in this Agreement.
4.3 The Customer shall not attempt to access or use the Services or Software in a way intended to avoid incurring fees or exceeding usage limits or quotas.
5. Term and Termination
5.1 This Agreement shall commence on the Effective Date and will remain in effect unless terminated earlier in accordance with this Agreement.
5.2 Termination for convenience. Either Party may terminate this Agreement for any reason upon 60 days’ written notice to the other Party.
5.3 Termination for cause.
(a) Either Party may terminate this Agreement upon 30 days’ written notice to the other Party if the other Party breaches any material term of this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach.
(b) The Provider may terminate this Agreement with 30 days written notice if the relationship with a third-party partner, who provides software or other support services necessary for the Provider to deliver the Services, expires, terminates, or requires changes that impact the manner in which the Services are provided.
5.4 Effect of Termination
(a) Upon termination of this Agreement, the Customer shall cease all use of the Software and return or destroy all copies of the Software in its possession.
(b) The Customer remains responsible for all fees and charges incurred up to the Termination Date and for any fees and charges incurred during the post-termination period described in Section 5.4(c) that are billed to the Customer.
(c) Unless the Provider terminates the Customer’s use of the Services under Section 5.3(b), during the 30 days following the Termination Date:
(i) The Provider will not remove the Customer’s data from its systems as a result of the termination; and
(ii) The Customer may retrieve their data from the Services only if all amounts due under this Agreement have been paid.
6. Fees and Payment
6.1 The Customer shall pay the Provider the fees specified in the applicable invoice or statement of work. Any adjustments to fees must be agreed upon in writing by both Parties, including email confirmations if explicitly acknowledged by both Parties.
6.2 Unless otherwise stated, fees and charges will be calculated and invoiced annually in advance, on the 1st day of the annual period. Any alternative payment schedules must be agreed upon in writing and communicated in advance.
6.3 All amounts payable by the Customer under this Agreement must be paid without setoff, counterclaim, deduction, or withholding.
6.4 Fees and charges for any new Service or new feature will be effective upon receipt of a written notice from the Provider, unless the Customer replies in writing to reject the new feature or Service within 30 days of receiving the notice.
6.5 The Provider may increase or add new fees for existing Services by giving the Customer at least 30 days prior notice.
6.6 All payments are due within 14 days from the date of the invoice.
6.7 Late payments will incur interest at the rate of 3.0% per month (or the highest rate permitted by law, if less).
6.8 If the Customer elects to terminate the Services for convenience under Section 5.2, there will be no refund for the annual fee already paid in advance.
7. Support and Maintenance
7.1 The Provider shall provide the Customer with support and maintenance services for the Software as described in the Service Level Agreement attached hereto as Exhibit A.
7.2 The Provider shall use commercially reasonable efforts to ensure the Software operates in accordance with its documentation.
8. Confidentiality
8.1 Each Party agrees to keep confidential all confidential information disclosed by the other Party.
8.2 Confidential information shall not include information that is publicly available, already known by the receiving Party, or independently developed by the receiving Party.
9. Disclaimers
9.1 Except as expressly provided in this Agreement, the Services and Software are provided “as is” and the Provider disclaims all other warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
10. Indemnification
10.1 General Indemnity. The Customer agrees to defend, indemnify, and hold harmless the Provider, its affiliates, and their respective employees, officers, directors, and representatives from any losses arising from third-party claims related to:
(a) The Customer’s use of the Services, including activities under the Customer’s account and use by the Customer’s employees and personnel;
(b) A breach of this Agreement or violation of applicable law by the Customer, or the Customer’s data; or
(c) Any dispute between the Customer and its own customers.
10.2 The Customer will also reimburse the Provider for reasonable attorneys’ fees and costs incurred in responding to third-party legal processes related to these claims.
11. Limitation of Liability
11.1 Liability Disclaimers. Except for payment obligations under Section 10, neither the Provider nor the Customer, nor their affiliates, will be liable to each other for:
(a) Indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with this Agreement,
(b) The value of the Customer’s data,
(c) Loss of profits, revenues, customers, opportunities, or goodwill, or
(d) Unavailability of the Services or Software (this does not affect any service credits provided under Service Level Agreements).
11.2 Damages Cap. Except for payment obligations under Section 10, the total liability of the Provider will not exceed the amount paid by the Customer to the Provider for the Services that caused the liability in the 6 months before the liability occurred; except that nothing in this Section 10 will limit the Customer’s obligation to pay for Services as per Section 6 or any other payment obligations under this Agreement.
12. Governing Law and Dispute Resolution
12.1 This Agreement shall be governed by and construed in accordance with the laws of Singapore.
12.2 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in Singapore in accordance with the rules of the Singapore International Arbitration Centre (SIAC). The seat of arbitration shall be Singapore, the language of arbitration shall be English, and the arbitral award shall be final and binding on both Parties.
13. Miscellaneous
13.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.
13.2 Neither Party may assign this Agreement without the prior written consent of the other Party.
13.3 If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
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Exhibit A – Service Level Agreement (SLA)
1. Introduction
This Service Level Agreement (SLA) outlines the service levels for the Software provided by the Provider to the Customer. This SLA is part of the Customer Service Agreement between the Provider and the Customer.
2. Service Availability
2.1 Target Uptime: The Provider will ensure that the Software is available 99.0% of the time each calendar month.
2.2 Monthly Uptime Calculation: Uptime is calculated as (Total Time – Downtime) / Total Time, where Total Time refers to the total number of minutes in a given calendar month.
3. Scheduled Maintenance
3.1 Notification: The Provider will notify the Customer at least 24 hours in advance of any Scheduled Maintenance.
3.2 Maintenance Window: Scheduled Maintenance will typically occur outside Normal Business Hours to minimize disruption.
4. Incident Management
4.1 Reporting Incidents: The Customer can report Incidents through the support portal or via email at [email protected].
4.2 Response Time: The Provider will acknowledge receipt of an Incident report within 4 hours during Normal Business Hours.
4.3 Resolution Time: The Provider will aim to resolve Incidents within the following time frames:
(a) Critical Incidents: Within 8 hours
(b) High Priority Incidents: Within 2 business day
(c) Medium Priority Incidents: Within 7 business days
(d) Low Priority Incidents: Within 14 business days
5. Service Credits
5.1 Eligibility: If the Provider fails to meet the Target Uptime in a given month, the Customer will be eligible for service credits.
5.2 Credit Calculation: Service credits will be calculated as a percentage of the monthly service fee (excluding server hosting and back-up fees), based on the following scale:
(a) 95.0% – 98.9% Uptime: 5% credit
(b) Below 95.0% Uptime: 25% credit
5.3 Maximum Credit: The maximum service credit available per month will not exceed 25% of the monthly service fee.
5.4 Claim Process: To receive service credits, the Customer must submit a claim within 30 days of the end of the month in which the Target Uptime was not met.
5.5 Sole and Exclusive Remedy: Service credits are the Customers’ sole and exclusive remedy for any event or circumstance that results in the Provider failing to meet the Target Uptime.
6. Customer Responsibilities
6.1 Incident Reporting: The Customer shall provide detailed information when reporting Incidents to facilitate quick resolution.
6.2 Software Usage: The Customer shall ensure the Software is used in accordance with the Customer Service Agreement and this SLA.
6.3 Access: The Customer shall grant the Provider with necessary access to systems and information to resolve Incidents.
7. Exclusions
The Provider is not responsible for any failure to meet service levels resulting from:
7.1 Force Majeure Events: Events beyond the Provider’s control, including, but not limited to:
(a) Acts of God, flood, drought, earthquake, or other natural disaster;
(b) Epidemic or pandemic (including government-mandated lockdowns or restrictions related to such events);
(c) Terrorist attacks, civil wars, civil commotion, riots, wars, threats or preparations for war, armed conflicts, impositions of sanctions, embargoes, or breaking off of diplomatic relations;
(d) Nuclear, chemical or biological contamination or sonic boom;
(e) Any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
(f) Collapse of buildings, fire, explosion or accident;
(g) Any labor or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
(h) Non-performance by suppliers or subcontractors (other than by companies in the same group as the Party seeking to rely on this clause); and
(i) Interruption or failure of utility service, including but not limited to electric power, gas or water.
7.2 Customer Actions: Failures caused by the Customer’s equipment, software, or actions.
7.3 Third-Party Services: Failures in third-party services or integrations used by the Customer.
8. Agreement Review
8.1 This SLA will be reviewed and may be updated from time to time to reflect changes in service levels or customer needs. Any changes will be communicated to the Customer.