Master Services
Agreement

The "Services Plan" provided will be those set forth in any mutually agreed services schedule in a Statement of Work ("SOW") — a detailed plan describing the services to be provided by 360 Degree Cloud, the timetable for their performance, and related matters. Each SOW shall be signed by both Parties and shall comply in all respects with the specifications and parameters agreed therein.

360 Degree Cloud shall provide IT Software Implementation and Consultancy Services as requested by the Client. The Client shall submit its service request electronically, providing all information necessary for 360 Degree Cloud to prepare an offer — including scope, timelines, compensation, and the personnel who will perform the services. Such changes take effect only upon execution of a fresh SOW, which supersedes all prior SOWs or discussions.

The Client acknowledges and agrees that services under this Agreement and any applicable SOW may be performed by 360 Degree Cloud's employees, contractors, or subcontractors. 360 Degree Cloud shall remain fully responsible for the quality and delivery of all services regardless of whether performed by direct employees or subcontractors. All such personnel shall be bound by confidentiality and IP obligations equivalent to those in this Agreement.

All materials — reports, plans, data, drawings, computer software, implementations, mock-ups, or other works — created by 360 Degree Cloud specifically for the Client under this Agreement shall vest in and be owned by the Client solely upon creation. 360 Degree Cloud retains all rights to Pre-Existing Materials and grants the Client a personal, royalty-free, non-exclusive, non-transferable licence solely to the extent required to use the services. 360 Degree Cloud warrants that no third-party intellectual property will be used without appropriate rights.

Support is provided for a limited Knowledge Transfer (KT) Period of ten (10) calendar days following delivery and deployment of the customised software, covering operation, configuration, and procedural use — provided remotely. Upon completion of the KT Period, any further support, modification, or new development requires a separate written SOW or Change Request subject to additional fees. 360 Degree Cloud has no obligation for bug fixes, feature additions, or upgrades after the KT Period.

The Client shall designate a single point of contact ("Client Contact") for all service communications prior to commencement. Both Parties shall indemnify, defend, and hold harmless the other Party and its affiliates against all claims, losses, damages, penalties, and liabilities arising from fraud, data breach, wilful misconduct, or negligent acts by the indemnifying Party. The Client's obligation to pay fees is absolute and unconditional and shall not be withheld on account of: (i) dissatisfaction unless notified within seven (7) business days of delivery; (ii) payment default by the Client's end customer; or (iii) delays at the Client's end.

All services are on a non-refund payment model at the price detailed in the executed SOW. Late payments attract interest at 1.5% per month (or the maximum permitted by law, whichever is lower). 360 Degree Cloud reserves the right to suspend or terminate services upon prior notice in the event of non-payment, and may recover payment for any period resources are held due to the Client's failure to pay. Billing rates may be revised upon renewal or after one (1) year from the SOW effective date, subject to 15 days' prior written notice.

The Client's data shall be stored solely within the Client's own environment, with the Client retaining full ownership at all times. Each Party shall treat all non-public information disclosed by the other as Confidential Information, used solely to perform obligations under this Agreement and disclosed only on a strict need-to-know basis. Obligations do not apply to information that: (a) becomes publicly known other than through breach; (b) was already known without restriction; or (c) is required by law to be disclosed (with prompt notice where permissible). Upon termination, 360 Degree Cloud shall within fifteen (15) days return or securely delete all Client Confidential Information.

All service-related communications shall follow the escalation path below:

During and after the term of this Agreement, neither Party nor any of its affiliates, officers, directors, employees, or contractors shall make any false, malicious, or disparaging statements — oral or written, including on social media — injurious to the business, reputation, or operations of the other Party, or that may interfere with its goodwill or relations with customers and suppliers.

Neither Party shall disclose the terms of this Agreement without prior written consent of the other. 360 Degree Cloud may use the Client's name, logo, and trademark for sales-related advertising, marketing, and public relations purposes — including websites and publications — only with the Client's prior written consent.

360 Degree Cloud shall not be liable for any indirect, special, incidental, punitive, or consequential damages — including loss of profits, revenue, data, business opportunity, or goodwill — whether arising in contract, tort, or otherwise. 360 Degree Cloud is not responsible for loss arising from modifications to the Client's systems by unauthorised personnel. Except for indemnification obligations or undisputed fees, 360 Degree Cloud's total aggregate liability shall not exceed the last payment received from the Client preceding the event giving rise to the claim. Both Parties acknowledge these limitations as a fundamental, negotiated allocation of risk.

This Agreement commences on the Effective Date (as defined in the SOW) and remains valid for three (3) years, auto-renewing for one (1) year terms while active SOWs exist, unless either Party gives 30 days' notice of non-renewal. Either Party may terminate without cause on 30 days' written notice, for cause on 15 days' written notice if a material breach is uncured, or immediately upon the other Party's insolvency or bankruptcy. Upon termination, the Client shall settle all undisputed fees within seven (7) days, after which 360 Degree Cloud will provide reasonable transition assistance at mutually agreed fees.

The Parties shall first seek amicable resolution within fifteen (15) days of written notice. If unresolved, disputes shall proceed to binding arbitration per the applicable rules below. Arbitration costs shall be determined by the tribunal and are binding on both Parties.

For two (2) years following the Termination Date, the Client shall not directly or indirectly solicit, encourage, or hire any person who was employed by 360 Degree Cloud or its affiliates during that period. Further, the Client shall not directly or indirectly solicit, engage, contract, or work with any subcontractor or resource introduced by 360 Degree Cloud in the course of delivering services under this Agreement or any SOW, for any work — whether related or unrelated to the scope of services herein.

Any breach of this clause, including but not limited to direct or indirect engagement of such subcontractors through a third party, shall be deemed a material breach of this Agreement. The Client shall be liable to compensate 360 Degree Cloud for all resulting losses, and 360 Degree Cloud reserves the right to pursue civil or criminal proceedings, or seek relief at any appropriate tribunal, accordingly.

360 Degree Cloud shall not be liable for delays caused by a Force Majeure Event — any unpredictable, unforeseeable, irresistible event beyond either Party's reasonable control, including pandemic, fire, flood, earthquake, war, terrorism, strikes, or government actions. The non-performing Party shall notify the other within five (5) working days with sufficient detail.

If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be ineffective only to that extent without affecting remaining provisions. The Parties shall negotiate in good faith to replace it with a valid provision of similar effect.

This Agreement, together with all executed SOWs, represents the entire agreement between the Parties and supersedes all prior drafts, agreements, and understandings — whether oral or written. All schedules and amendments mutually executed in writing are incorporated herein.

This Agreement may be amended only by a written instrument duly signed by authorised signatories of both Parties. Any modification in any other form shall be void and of no effect.