Master Services Agreement
This Master Services Agreement (this “Agreement”) is made between Scale to Zen Limited, a Hong Kong corporation (“we,” “our,” or “us”), and you or the entity or organization that you represent (“you” or “your”), collectively referred to as the Parties. This Agreement takes effect when you engage us to provide a service (the “Order”). The date of engagement is the “Effective Date.”
1. Scope of Services
We agree to provide services as defined in a specific Statement of Work (“SOW”) or Proposal. Variations to the scope or timing of the Services in any SOW or Proposal must be agreed upon in writing.
2. Fees and Payment
Invoicing: We will invoice monthly, as milestone payments, or as otherwise specified in the SOW or Proposal.
Terms: You agree to pay invoice amounts within 14 days of the invoice date. Late payments may incur a fee of 5% per month.
Disputed Payments: If you, in good faith, dispute any portion of an invoice:
You must pay all undisputed portions by the original due date.
Within five (5) business days of the invoice date, you must provide us with a written "Notice of Dispute." Failure to provide this notice within five days constitutes a waiver of your right to dispute that invoice.
We may pause work on the specific disputed item while continuing all other services.
Both Parties agree to meet within seven (7) business days of the Notice to resolve the matter in good faith.
3. Refund & Cancellation Policy
We value flexibility, but we also allocate specific time blocks for your business.
For Prepaid services (including Business Audits), cancellations made at least 48 hours prior to the scheduled audit session are eligible for a full refund. Cancellations made within 48 hours of the scheduled audit session are non-refundable but may be rescheduled within 36 hours once at no additional cost.
Our monthly services (including Implementation and SOC2 Certification) require a 30-day written notice for cancellation. Refunds are not provided for partial months already billed, but services will continue through the end of the current billing cycle.
Processing of Refunds: Approved refunds will be issued back to the original payment method within 5–10 business days.
Contact: For all cancellation requests, please contact us at [email protected].
4. Intellectual Property
Your Materials: You retain ownership of all data and materials you provide.
Our Tools: We retain ownership of any pre-existing frameworks, templates, or proprietary mentoring methodologies used during the engagement.
Work Product: Upon full payment, you receive a non-exclusive license to use the specific deliverables created for your business.
5. Confidentiality
Both Parties agree to keep all non-public business information, trade secrets, and financial data strictly confidential during and after the term of this Agreement.
6. Limitation of Liability
Financial Cap: Our total liability for any claims arising out of this Agreement is limited to the total amount of fees paid by you in the three (3) months preceding the claim.
Exclusions: We are not liable for any indirect or consequential loss of profits.
Time Limit: Any legal action against us must be commenced within one (1) year of the event giving rise to the claim, or the claim shall be deemed waived.
7. Indemnity
By You: You agree to indemnify and hold us harmless from third-party claims arising from: (i) your use of our advice; (ii) your breach of this Agreement; or (iii) claims by your employees or contractors regarding your business operations.
By Us: We agree to indemnify you against third-party claims alleging that our original work product infringes on a third-party’s intellectual property rights.
8. Term
Initial Term: This Agreement remains in force for an initial period of six (6) months.
Renewal: This Agreement automatically renews for successive three-month periods unless either Party provides written notice of non-renewal at least 30 days prior to the end of the current term.
Price Adjustment: We may adjust fees at the start of any Renewal Term with 30 days’ written notice.
9. Termination
For Convenience: Either Party may terminate this Agreement or any SOW with 30 days’ written notice.
For Cause: Either Party may terminate immediately if the other Party commits a material breach and fails to remedy it within 7 days of written notice.
Non-Payment: We may suspend services or terminate this Agreement if an undisputed invoice remains unpaid for more than 14 days past its due date.
Survival: Sections 4, 5, 6, 7, and 10 survive termination.
10. Governing Law
This Agreement is governed by the laws of the Hong Kong Special Administrative Region. Any disputes shall be settled through the courts of Hong Kong.