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Master Service Agreement (MSA) — Template

Purpose: the commercial contract on which the Data Processing Agreement sits. Signed once per customer; per-deal commercial details go on the Order Form (Annex C). Last updated: 2026-05-01

Master Service Agreement

This Master Service Agreement (the "Agreement") is entered into on [DATE] (the "Effective Date") between:

Nozemans Software Pte. Ltd., a private company limited by shares incorporated in Singapore (UEN 202507332E) with registered office at 160 Robinson Road #14-04, Singapore Business Federation Center, Singapore 068914, trading as Cadences.work (referred to in this Agreement as "Cadences", "we", or "us"),

and

[CUSTOMER LEGAL NAME], a [legal form] with [KvK / company number], having its registered office at [CUSTOMER ADDRESS] (the "Customer", "you"),

each a "Party" and together the "Parties".

The Parties agree as follows.

1. The Service

1.1. Cadences provides a software-as-a-service performance-management and time-tracking platform available at cadences.work and its subdomains (the "Service").

1.2. Cadences grants the Customer a non-exclusive, non-transferable, worldwide right to access and use the Service during the Subscription Term, in accordance with this Agreement and any Order Form.

1.3. The specific plan, seat count, term, and fees applicable to the Customer are set out on one or more Order Forms signed by both Parties (template at Annex C). Order Forms incorporate this Agreement by reference; in case of conflict, an Order Form prevails for the deal it covers.

2. Customer accounts and users

2.1. The Customer designates one or more administrator accounts (each, an "Authorised User"). Authorised Users authenticate via the Customer's identity provider (SAML / OIDC SSO) where configured for the Customer, or via the Service's passwordless email magic-link sign-in.

2.2. The Customer is responsible for: (a) keeping account credentials confidential, (b) the actions of its Authorised Users on the Service, and (c) ensuring its Authorised Users comply with this Agreement.

2.3. The Customer shall promptly notify Cadences of any actual or suspected unauthorised use of the Service.

3. Acceptable use

3.1. The Customer shall not, and shall not permit any Authorised User or third party to:

(a) reverse-engineer, decompile, or attempt to derive the source code of the Service, except to the extent permitted by mandatory law;

(b) resell, sublicense, or make the Service available to any third party other than the Customer's own personnel and authorised contractors;

(c) use the Service to build a competing product;

(d) introduce malware, attempt to gain unauthorised access, perform load- or stress-tests without prior written consent, or otherwise interfere with the integrity of the Service;

(e) use the Service in violation of applicable law, including by submitting unlawful content;

(f) submit to the Service any data that constitutes special-category personal data under Article 9 GDPR, criminal-conviction data under Article 10 GDPR, or data subject to sector-specific regulation (e.g. PCI cardholder data, HIPAA-protected health information) without Cadences's prior written agreement.

3.2. Cadences may suspend the Service immediately, in whole or in part, where the Customer's use poses a security risk to Cadences or other customers, or where required to comply with law. Cadences will use reasonable efforts to notify the Customer in advance and to limit the scope of suspension.

4. Fees, invoicing, and taxes

4.1. The Customer shall pay the fees set out on the applicable Order Form. Unless the Order Form states otherwise, fees are quoted in EUR, exclude VAT, and are billed annually in advance.

4.2. Cadences invoices via Stripe. Invoices are due 30 days net from the invoice date by SEPA bank transfer or credit card. Late payments accrue interest at the statutory commercial rate (Dutch "wettelijke handelsrente").

4.3. VAT. Where the Customer is a VAT-registered business in the European Union, the Parties agree to apply the B2B reverse-charge mechanism; the Customer shall provide a valid VAT number on the Order Form. Where reverse-charge does not apply, Cadences will add the applicable VAT to the invoice.

4.4. Fees are non-refundable except where this Agreement expressly provides otherwise.

4.5. Cadences may increase fees on renewal by giving the Customer at least 60 days' written notice before the start of the renewing Subscription Term. Increases during a Subscription Term require the Customer's written agreement.

5. Term and termination

5.1. Term. This Agreement begins on the Effective Date and continues for the Subscription Term set on the Order Form. Unless either Party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term, the Agreement automatically renews for successive periods of the same length on the same fees and terms.

5.2. Termination for cause. Either Party may terminate this Agreement immediately on written notice if the other Party: (a) materially breaches the Agreement and does not cure the breach within 30 days of written notice (or, where the breach is incapable of cure, immediately); or (b) becomes insolvent, files for bankruptcy, or ceases to trade.

5.3. Effect of termination. On expiry or termination, the Customer's right to access the Service ends. Cadences will export and delete Customer Personal Data in accordance with §11 of the Data Processing Agreement.

5.4. Survival. Sections 4 (fees accrued before termination), 6, 8, 9, 10, 11, 12, 13, 14, 15, and 16 survive termination.

6. Service availability and support

6.1. Availability. Cadences commits to 97.0% monthly Service Availability for the production Service, calculated as set out in Annex A. Higher availability commitments may be agreed for individual Customers on the applicable Order Form.

6.2. Service credits. If Service Availability falls below the applicable commitment in a given calendar month, the Customer is entitled to the service credits set out in Annex A. Service credits are the Customer's sole and exclusive remedy for unavailability.

6.3. Support. Cadences provides email support at support@cadences.work during European business hours (Monday–Friday 09:00–18:00 CET, excluding Dutch public holidays). Cadences will use reasonable efforts to acknowledge support requests within one business day.

6.4. Excluded events. Service-Availability calculations exclude scheduled maintenance (announced at least 48 hours in advance), force majeure events, sub-processor outages outside Cadences's reasonable control, and issues caused by the Customer's misuse of the Service.

7. Customer data and intellectual property

7.1. Customer Data. As between the Parties, the Customer retains all rights, title, and interest in the data it submits to or generates through the Service ("Customer Data"). The Customer grants Cadences a non-exclusive, worldwide, royalty-free licence to host, process, transmit, and display Customer Data solely to the extent necessary to provide the Service.

7.2. Customer Personal Data is processed under the Data Processing Agreement, which is incorporated into this Agreement by reference and prevails over §7.1 in the event of conflict.

7.3. Cadences IP. Cadences and its licensors retain all rights, title, and interest in the Service, the underlying software, and any documentation or improvements. Nothing in this Agreement transfers ownership of any intellectual-property right.

7.4. Feedback. If the Customer provides suggestions or feedback about the Service, Cadences may use that feedback without restriction or compensation. Cadences will not identify the Customer as the source without consent.

7.5. AI features. AI features in the Service are experimental and disabled by default. They are activated only when an administrator of the Customer's organisation explicitly opts in, and may be disabled by the Customer at any time. Cadences does not train any model on Customer Data; provider-side data-handling by the underlying model provider is governed by that provider's own terms, as described on cadences.work/trust.

8. Confidentiality

8.1. Confidential Information means any non-public information disclosed by one Party to the other in connection with this Agreement, including the Service's source code and architecture (Cadences's), pricing and Order Forms (both Parties'), and Customer Data (Customer's).

8.2. The receiving Party shall: (a) use Confidential Information only for the purpose of the Agreement; (b) protect it with at least the same degree of care it uses for its own confidential information of like importance, and not less than reasonable care; and (c) limit disclosure to its personnel and contractors who need to know and are bound by equivalent confidentiality obligations.

8.3. The obligations in §8.2 do not apply to information that is publicly available without breach of this Agreement, was rightfully known by the receiving Party before disclosure, is independently developed without reference to the disclosing Party's information, or is required to be disclosed by law (in which case the receiving Party gives prompt notice where lawful).

8.4. Confidentiality obligations survive termination for 3 years, except for trade secrets which remain confidential for as long as they qualify as trade secrets under applicable law.

9. Warranties

9.1. Cadences warrants that the Service will perform materially in accordance with its documentation. The Customer's exclusive remedy for breach of this warranty is, at Cadences's option, to (a) repair or replace the affected functionality, or (b) refund the fees paid for the affected period and terminate the Agreement.

9.2. Each Party warrants that it has full power and authority to enter into this Agreement.

9.3. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND CADENCES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of liability

10.1. Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO CADENCES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2. Excluded damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

10.3. Carve-outs. §10.1 and §10.2 do not apply to: (a) breach of §8 (Confidentiality); (b) the Customer's payment obligations; (c) either Party's indemnification obligations under §11; (d) liability for personal data breaches under the Data Processing Agreement, which is governed by that DPA and the SCCs; (e) intent (Dutch "opzet") or gross negligence (Dutch "grove schuld"); or (f) liability that cannot be limited under applicable law.

11. Indemnification

11.1. By Cadences (IP). Cadences shall defend the Customer against any third-party claim that the Service, as provided by Cadences and used in accordance with this Agreement, infringes a third party's intellectual-property right, and shall pay damages and costs finally awarded against the Customer, provided the Customer (a) promptly notifies Cadences of the claim, (b) gives Cadences sole control of the defence and settlement, and (c) reasonably cooperates with Cadences.

11.2. If the Service is held to infringe, Cadences may at its option: (a) procure for the Customer the right to continue using the Service; (b) modify the Service so it is non-infringing; or (c) terminate the affected Order Form and refund any pre-paid fees for the unused portion of the Subscription Term. §11.1–11.2 state Cadences's entire liability and the Customer's exclusive remedy for IP infringement.

11.3. Exclusions. Cadences has no obligation under §11.1 for any claim arising from: (a) Customer Data, (b) the Customer's combination of the Service with software or data not provided by Cadences, (c) modifications to the Service not made by Cadences, or (d) use of the Service in violation of this Agreement.

11.4. By the Customer. The Customer shall defend Cadences against any third-party claim arising from (a) Customer Data, (b) the Customer's use of the Service in violation of §3 (Acceptable use) or applicable law, or (c) the Customer's breach of its representations under this Agreement, and shall pay damages and costs finally awarded against Cadences.

12. Force majeure

Neither Party is liable for failure or delay in performing its obligations (other than payment obligations) caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labour disputes, internet or sub-processor outages, or epidemic. The affected Party shall promptly notify the other and use reasonable efforts to mitigate.

13. Sub-processors and changes to the Service

13.1. Cadences engages sub-processors to deliver the Service. The current list, and the procedure for adding new sub-processors with at least 30 days' advance notice, is at cadences.work/trust/sub-processors.

13.2. Cadences may modify the Service from time to time. Cadences will not materially decrease the level of functionality or security committed in this Agreement during a Subscription Term without the Customer's consent.

14. Notices

14.1. Notices under this Agreement shall be in writing and sent by email and (where the notice concerns termination, breach, or indemnification) confirmed in writing by post or registered courier.

• To Cadences: legal@cadences.work and the registered office above.
• To Customer: the email address and address set on the most recent Order Form.

14.2. Routine operational communications (release notes, sub-processor change notifications, invoices) may be sent by email only.

15. General

15.1. Assignment. Neither Party may assign this Agreement without the other's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on at least 30 days' written notice.

15.2. Independent contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

15.3. Entire agreement. This Agreement, together with any signed Order Forms and the Data Processing Agreement, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, representations, or understandings, written or oral.

15.4. Order of precedence. In case of conflict between documents, the order of precedence is: (1) the Data Processing Agreement and the SCCs incorporated within it (for personal-data matters), (2) the applicable Order Form, (3) this Agreement.

15.5. Amendments. No amendment is effective unless in writing and signed by both Parties. Cadences may update its general Terms of Service published at cadences.work for non-material changes; material changes require the Customer's written agreement.

15.6. Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the Parties shall replace the unenforceable provision with one that comes closest to the intended meaning.

15.7. Waiver. A failure or delay in exercising a right is not a waiver of that right.

15.8. No third-party beneficiaries. This Agreement does not confer rights on any third party.

15.9. Counterparts and electronic signatures. This Agreement may be signed in counterparts, including by electronic signature platforms (DocuSign, Dropbox Sign), each of which is deemed an original.

16. Governing law and forum

This Agreement is governed by the law of the Netherlands, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Amsterdam, the Netherlands have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual-property rights or Confidential Information.

Annex A — Service Level commitments

A.1 Definitions

• Service Availability for a calendar month = (Total minutes in month − Downtime minutes) / Total minutes in month, expressed as a percentage.
• Downtime means any period during which the production Service is not accessible to the Customer, excluding the events listed in §6.4.

A.2 Service credits

The default commitment in §6.1 is 97.0%; Order Forms may set a higher commitment (e.g. 99.5% or 99.9% on Growth / Enterprise plans). Credits below are calculated as a percentage of the affected month's fee, against whichever commitment applies to the Customer.

Default (97.0% commitment):

Higher commitments (where set on the Order Form, e.g. 99.5% on Growth or 99.9% on Enterprise plans) use the same band shape, anchored to the agreed commitment: same-tier-met = 0%, one tier below = 10%, two tiers below = 25%, three or more tiers below = 50%. The exact bands are stated on the Order Form.

A.3 Claim procedure

To claim a service credit, the Customer must submit a written request to support@cadences.work within 30 days of the end of the affected month, including supporting evidence. Service credits are applied to the next invoice and are non-refundable in cash.

Annex B — Support

Severity classification and target response times are agreed on the Order Form for paid plans where applicable.

Annex C — Order Form (template)

One Order Form per deal. Sign together with the MSA on the first deal; subsequent deals (renewals, upsells) sign only the Order Form, which incorporates the MSA by reference.

Order Form

This Order Form is dated [DATE] and is governed by the Master Service Agreement between Nozemans Software Pte Ltd ("Cadences") and [CUSTOMER LEGAL NAME] ("Customer") dated [MSA DATE].

Signed for and on behalf of the Customer:

Signed for and on behalf of Cadences:

Master signature block (MSA)

Signed for and on behalf of Cadences (Nozemans Software Pte Ltd):

Signed for and on behalf of the Customer: