SMOLSITES PTE LTD – MASTER SERVICE AGREEMENT

Last Updated: 11/11/2025

This Master Service Agreement (“MSA”) governs the provision of all services (“Services”) by SMOLSITES PTE LTD (“Provider,” “we,” “us”) to the business client (“Client,” “you”) who has executed a Sales Order Form that references this MSA. This MSA and the applicable Sales Order Form together form the complete “Agreement.”

We know this info is dense so if you prefer something easier to read, see the lite version here.

1. Services Provided

1.1. Scope: The Provider will deliver the Services as detailed in the executed Sales Order Form (“Order Form”).
1.2. Change Control: Any requests for services or modifications outside the scope defined in the Order Form shall be considered a change request. The Provider will evaluate the request and provide the Client with a separate quote and timeline for approval before work commences.

2. Fees & Payment

2.1. Fees: The Client agrees to pay all fees as specified in the Order Form.
2.2. Taxes: All fees are exclusive of any applicable taxes, duties, or levies, including but not limited to Goods and Services Tax (GST) or Value-Added Tax (VAT), which the Client shall be responsible for paying.
2.3. Payment Method: Unless otherwise specified, all fees will be automatically charged in advance to the Client’s payment method on file via the Provider’s designated payment processor. The Client agrees to maintain a valid payment method for the duration of this Agreement.
2.4. Payment Failures: If a payment fails, the Provider reserves the right to suspend the Services without notice if payment is not rectified within seven (7) days of the due date.
2.5. Fee Adjustments: The Provider reserves the right to modify the fees for the Services. The Provider will provide the Client with at least sixty (60) days’ prior written notice of any such change.
2.6. Third-Party Cost Adjustments. The Client acknowledges that the Services rely on third-party providers (e.g., AI model providers, telecommunications carriers). In the event of a material and sustained increase in the costs charged by these core providers, the Provider reserves the right to adjust the Client’s fees with at least thirty (30) days’ written notice to reflect such increases.

3. Term & Termination

3.1. Term: The initial term and any renewal terms shall be as specified in the Order Form. If not specified, the term is month-to-month.
3.2. Termination for Convenience: The initial term shall be as specified in the Order Form. If the term is month-to-month, the Client may terminate this Agreement for convenience at any time prior to their next billing date without further charge. Upon cancellation, the Client’s access to the Services will continue until the end of the current paid billing period. The Provider may terminate this Agreement for convenience by providing thirty (30) days’ written notice.
3.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term and fails to cure such breach within fourteen (14) days of notice.
3.4. Effect of Termination: Upon termination, the Client shall pay all outstanding fees. The Client’s access to the Services will be revoked at the end of the paid billing period. The Provider’s obligations regarding Client Data post-termination are detailed in Section 4.
3.5. Suspension of Services: The Provider may suspend access to the Services immediately, without notice, if necessary to prevent harm to the Provider, its other clients, or third parties, or if the Client’s use of the Services is in material breach of this Agreement.
3.6. Offboarding & Data Retrieval:
a) Effect of Termination: Upon termination, the Client’s access to the Services will be revoked at the end of the current paid billing period. Termination does not include professional services for migration or transition.
b) Data and Asset Retrieval: Upon written request from the Client within thirty (30) days of termination, the Provider will:
(i) For website hosting services, provide the Client with a full backup of the WordPress site files and database.
(ii) For all services, make a reasonable effort to assist the Client in exporting available Client Data (such as CRM contacts) in a standard format (e.g., CSV).
c) Provider Asset Ownership: For AI Voice Agent services, the phone number used to host the AI Agent is the property of the Provider and is not transferable to the Client unless by separate written agreement. The Client’s main business number, if forwarded to the agent, remains the Client’s sole property.
d) Transition Assistance: Any services beyond the standard retrieval outlined in 3.6(b), such as complex data migration or other technical assistance (“Transition Assistance”), are separate from the subscription. The Client must provide at least fourteen (14) days’ written notice to request Transition Assistance, which will be quoted and billed separately at the Provider’s standard hourly rates.
e) Data Deletion: The Provider will securely delete all Client Data from its live systems within ninety (90) days following the termination of the Agreement, unless legally required to retain it.

4. Data & Intellectual Property

4.1. Client Data Ownership: The Client retains all right, title, and interest in and to all data, information, and content provided by the Client or its End-Users to the Provider (“Client Data”). This includes, but is not limited to, website content, customer lists, and AI call data.
4.2. Provider Intellectual Property: The Provider retains all ownership of the underlying technology, software, code, scripts, prompt logic, and configuration methods used to create and operate the Services (“Provider IP”).
4.3. Derivative Works: All derivative works, modifications, enhancements, or configurations made by the Provider in the course of delivering Services shall remain the exclusive property of the Provider. For clarity, this includes any custom AI models, prompt libraries, knowledge base structures, and conversational flows developed by the Provider, even if trained on or informed by Client Data.
4.4. License to Process Client Data: The Client grants the Provider a worldwide, non-exclusive, royalty-free license to access, use, host, and process Client Data solely for the purpose of providing, maintaining, and improving the Services in accordance with this Agreement.
4.5. Anonymized Data: The Provider may create, use, and shall be the sole owner of, anonymized and aggregated data derived from the use of the Services for its own business purposes, including but not limited to analytics, service improvement, and the enhancement of its underlying models and technology, provided such data does not identify the Client, its End-Users, or any individual.

5. Data Protection

5.1. Compliance: Both parties will comply with all applicable data protection and privacy legislation, including the Australian Privacy Act 1988 (Cth) and the Singapore Personal Data Protection Act 2012 (“Applicable Laws”).
5.2. Roles: For the purposes of the Applicable Laws, the Client is the “Data Controller” and the Provider is the “Data Processor” with respect to Client Data containing personal information.
5.3. Provider’s Obligations as Data Processor: The Provider shall:
a) Process Client Data only on the documented written instructions of the Client.
b) Ensure it has in place appropriate technical and organizational measures to protect Client Data.
c) Ensure that all personnel who have access to Client Data are subject to binding confidentiality obligations.
d) Not transfer Personal Data outside a jurisdiction with adequate data protection laws without ensuring appropriate safeguards are in place, such as Standard Contractual Clauses (SCCs) or equivalent lawful mechanisms.
e) Sub-processors and Technology: The Client provides a general written authorization for the Provider to engage the sub-processors listed on the Provider’s public Sub-processor List. The Provider may change, upgrade, or replace its sub-processors, underlying software, or infrastructure at its discretion to improve, maintain, or expand the Services, provided that such changes do not materially reduce the core functionality of the Services and that any new sub-processor is bound by written obligations providing a level of data protection equivalent to that required by this Agreement.
5.4. Privacy Policy: The Provider’s collection, use, and disclosure of personal data are governed by its Privacy Policy, which is incorporated into this Agreement by reference. The Provider’s Privacy Policy details its data handling practices and lists its Sub-processors.
5.5. Data Breach Notification: The Provider will notify affected Clients without undue delay upon becoming aware of a data breach likely to result in serious harm, as required by law.

6. Liability & Indemnification

6.1. Disclaimer of Warranties.
(a) General Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
(b) AI Service Disclaimer. The Client acknowledges that services utilizing artificial intelligence, including the AI Voice Agent, are probabilistic and may produce inaccurate, incomplete, or offensive outputs. The Provider is not liable for any decisions made, actions taken, or losses incurred by the Client or its End-Users based on the information or responses generated by the AI Services. The Client is solely responsible for reviewing, validating, and ensuring the appropriateness of all AI-generated content and interactions.
6.2. Limitation of Liability: To the maximum extent permitted by law, the Provider’s total liability under this Agreement shall not exceed the total fees paid by the Client to the Provider in the three (3) months preceding the date of the claim.
6.3. No Consequential Damages: In no event shall either party be liable for any indirect, consequential, exemplary, special, or incidental damages (including loss of data, revenue, profits, or goodwill), even if advised of the possibility of such damages.
6.4. Client Indemnification: The Client agrees to indemnify and hold harmless the Provider from any claims arising out of: (a) the Client’s use of the Services; (b) the Client’s violation of this Agreement; or (c) the Client’s failure to comply with any applicable laws, including obtaining necessary consents from End-Users for data collection and call recording; or (d) any claim that the Client Data or any other materials provided by the Client to the Provider infringe upon the intellectual property rights of a third party.

7. Client Obligations

7.1. The Client agrees to:
a) Provide necessary cooperation and information.
b) Comply with all applicable laws and regulations.
c) Be solely responsible for the accuracy, quality, and legality of all Client Data.
d) Caller Consent: Be solely responsible for obtaining and maintaining all necessary End-User consents for call recording, transcription, and AI processing in connection with the Services.
e) Spam Compliance: Represent and warrant that all communications sent via the Services comply with applicable anti-spam laws, including the Australian Spam Act 2003 and PDPA Do-Not-Call provisions.

8. Confidentiality

8.1. Each party agrees to keep all non-public information of the other party confidential and not to disclose it to any third party without prior written consent.

9. General Provisions

9.1. Marketing: The Provider may identify the Client as a customer on its website and in marketing materials. The Client may request in writing that the Provider cease such use, and the Provider will comply with such a request.
9.2. Portfolio Use: The Provider may display non-confidential deliverables (e.g., website designs or public marketing assets) in its portfolio, unless the Client requests in writing to opt out.
9.3. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. The parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
9.4. Modifications: The Provider reserves the right to modify the terms of this MSA and its Privacy Policy from time to time. The Provider will provide the Client with at least thirty (30) days’ written notice (email to the Client’s designated contact shall suffice) of any material changes. The Client’s continued use of the Services after the effective date of such changes shall constitute the Client’s acceptance of the modified terms. Changes to this MSA will not apply retroactively to any then-current Order Form but will apply to any subsequent renewals or new Order Forms executed after the date of the change.
9.5. Third-Party Dependencies: The Client acknowledges that the Services depend on third-party services, platforms, and APIs (e.g., cloud hosting, telecommunications providers, Google, GoHighLevel, OpenAI). The Provider is not responsible for any failures, delays, or unavailability of the Services caused by such third-party services or any changes they may make to their platforms.
9.6. Assignment: The Client may not assign or transfer this Agreement, in whole or in part, without the Provider’s prior written consent. The Provider may assign this Agreement without the Client’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
9.7. Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to events beyond their reasonable control, including but not limited to acts of God, natural disasters, war, government action, pandemics, epidemics, or the failure of essential third-party infrastructure (such as cloud provider or telecommunications network outages).
9.8. Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to, directly or indirectly, solicit for employment or hire any employee or contractor of the Provider who was involved in the provision of the Services to the Client.
9.9. Dispute Resolution: The parties agree to first attempt to resolve any dispute arising out of this Agreement through good-faith negotiation. If a resolution cannot be reached within thirty (30) days, the parties agree to consider mediation before initiating any legal proceedings.
9.10. Entire Agreement: This MSA and the applicable Order Form constitute the entire agreement between the parties and supersede all prior communications.