Master Service Agreement
The Master Services Agreement (MSA) is the contract between you and Han Ai Co., Ltd. that governs your use of Han AI. It is signed once and remains in force across every Statement of Work executed under it.
What it covers
| Section | Subject |
|---|---|
| §1–2 | Definitions and the structure of the agreement. Order of precedence: SOW → MSA → DPA → AUP → AI Use Disclosure. |
| §3 | Services and System access. Han AI grants a non-exclusive, non-transferable right to use the System for your internal business purposes. |
| §4 | Fees and payment. Invoices payable within seven days. Pass-through costs billed at cost plus the SOW handling percentage. |
| §5 | Term and termination. Either party may terminate for convenience on thirty days’ notice or immediately for material uncured breach. |
| §6 | Client Data. You own your data. Han AI does not use Client Data to train third-party foundation models without your written consent. |
| §7 | Intellectual Property. Han AI retains all rights in the System. Deliverables identified in the SOW transfer to you on full payment. |
| §8 | Confidentiality. Three-year tail post-termination; trade secrets longer. |
| §9 | Warranties. Services performed in a professional manner. “As is” disclaimer on the System and AI Output. |
| §10 | AI-specific acknowledgements. AI Output is probabilistic. You are responsible for human review before relying on it for consequential decisions. |
| §11 | Acceptable use. Material AUP breach is a material breach of the MSA. |
| §12 | Indemnification. Han AI defends you against third-party IP claims on the System, subject to standard exclusions. |
| §13 | Limitation of liability. Cap at fees paid in the preceding twelve months; standard carve-outs. |
| §14 | Force majeure. |
| §15 | Governing law and dispute resolution. Singapore law, SIAC arbitration, English language. |
| §16 | General provisions — notices, assignment, sub-contracting, severability, entire agreement, electronic signature. |
Provider entity
Han Ai Co., Ltd., incorporated under the laws of the Kingdom of Cambodia.
Signing
The MSA is signed at onboarding, electronically. The audit trail — signed PDF, timestamp, IP, user agent — is retained as part of your contract record.
Full document
TODO: confirm public PDF URL for the signed MSA.