Kun Ding
Policy

Master Services Agreement

Last updated: 2026-05-08 · Effective date: 2026-05-08

1. Parties & effect

This Master Services Agreement ("MSA") is between Kun Ding Network Technology Limited ("Provider") and the entity executing a Statement of Work that references this MSA ("Client"). This MSA governs all Statements of Work executed between the parties unless expressly superseded.

2. Definitions

  • "Services" means the work performed under each SOW.
  • "Deliverables" means the outputs produced under each SOW that are specifically created for Client.
  • "SOW" means a Statement of Work signed by both parties referencing this MSA.
  • "Pre-Existing Materials" means tools, methods, libraries, frameworks, and components owned by Provider before or developed independently of any SOW.
  • "Confidential Information" means non-public information disclosed by one party to the other in connection with this MSA.

3. Scope & SOWs

Each engagement is documented in a separate SOW signed by both parties. Each SOW will set out the scope of work, deliverables, acceptance criteria, fees, payment schedule, timeline, and any project-specific terms. In the event of conflict between this MSA and an SOW, the SOW controls only with respect to the engagement it governs.

4. Change orders

Any change to the scope, schedule, or fees of an SOW must be documented in a written change order signed by authorized representatives of both parties before the changed work begins. Provider is not obligated to perform work outside an executed SOW or change order.

5. Fees & payment

  • Fees are stated in each SOW. Unless otherwise specified, fees are exclusive of taxes.
  • Invoices are payable within 14 days of issue.
  • Late amounts accrue interest at 1.5% per month or the maximum permitted by law.
  • Refunds, where applicable, are governed by Provider's Refund Policy.
  • Provider may suspend Services if invoices remain unpaid more than 30 days past due.

6. Intellectual property

Upon full payment of fees due under an SOW, Provider assigns to Client all right, title, and interest in the Deliverables specifically created for Client under that SOW. Pre-Existing Materials remain the property of Provider; Provider grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use Pre-Existing Materials solely as incorporated in the Deliverables. Open-source components are licensed under their respective licenses. See Code & IP Ownership for details.

7. Confidentiality

Each party will protect the other party's Confidential Information using at least the same degree of care it uses for its own confidential information, and not less than a reasonable standard of care. Confidential Information may be used only for purposes of performing under this MSA. Confidentiality obligations survive for three (3) years after termination.

8. Warranties

Provider warrants that Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Each party warrants that it has the legal right to enter into this MSA. Except as expressly stated, the Services are provided "as is" without other warranties.

9. Indemnification

Each party will defend the other against third-party claims arising from its breach of confidentiality, gross negligence, or willful misconduct, and pay damages finally awarded against the other party for such claims, subject to prompt notice and reasonable cooperation.

10. Limitation of liability

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages. Each party's total liability under any SOW is limited to the fees paid by Client to Provider for the SOW giving rise to the claim during the three (3) months preceding the event. These limitations do not apply to liability arising from gross negligence, willful misconduct, or breach of confidentiality.

11. Term & termination

This MSA continues in effect until terminated. Either party may terminate this MSA for convenience on 30 days' written notice when no SOW is active. Either party may terminate an SOW for any breach that the other party fails to cure within 30 days of written notice. Provider may additionally terminate or suspend Services immediately, with or without prior notice, for (a) any non-payment of undisputed invoices more than 30 days past due, (b) Client's violation of intellectual property or confidentiality obligations, or (c) any conduct by Client that exposes Provider to legal, regulatory, or reputational risk. Upon termination, Client pays for Services performed through the termination date, and Provider hands over all Deliverables produced through that date, subject to settlement of outstanding amounts. Sections 6, 7, 9, 10, 12, and 13 survive termination.

12. Dispute resolution

This MSA is governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict-of-laws rules.

The parties will first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days of written notice, disputes shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre ("HKIAC") under the HKIAC Administered Arbitration Rules in force at the time. The seat of arbitration shall be Hong Kong, the number of arbitrators shall be one (1), and the language of arbitration shall be English. The arbitral award shall be final and binding.

Each party waives any right to participate as a plaintiff or class member in any class action, collective action, or representative proceeding. Notwithstanding the above, either party may seek injunctive relief in any court of competent jurisdiction for breaches of confidentiality or intellectual property obligations.

13. Miscellaneous

  • Independent contractors: Each party is an independent contractor; nothing in this MSA creates a partnership or employment relationship.
  • Assignment: Neither party may assign this MSA without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
  • Notices: Notices must be in writing and sent to the contacts listed in the applicable SOW.
  • Force majeure: Neither party is liable for delays caused by events beyond its reasonable control.
  • Severability: If any provision is unenforceable, the remainder remains in effect.
  • Entire agreement: This MSA together with executed SOWs and change orders constitutes the entire agreement between the parties on its subject matter.