Master Services Agreement

MASTER SERVICES AGREEMENT

Company Flow Pte. Ltd. (t/a work.flowers) · UEN 202442050M · Last Updated: Feb 20, 2026
 
This Master Services Agreement ("Agreement") governs all engagements between Company Flow Pte. Ltd. (UEN 202442050M), a company incorporated in Singapore, trading as work.flowers ("Service Provider" or "work.flowers"), and each client who has signed a Statement of Work that incorporates this Agreement ("Client"). This Agreement is effective as of the effective date of the applicable Statement of Work.

1. Definitions

In this Agreement, the following terms have the meanings given below:
1.1 "Change Request" means a written request, agreed in writing by both parties, to modify the scope, timeline, or fees of an SOW.
1.2 "Client Materials" means any materials, data, systems, or information provided by the Client to work.flowers for use in performing the Services.
1.3 "Confidential Information" means information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably ought to be treated as confidential given its nature. It does not include information that:
  • (a) is or becomes publicly available through no breach of this Agreement;
  • (b) was already known to the Receiving Party at the time of disclosure;
  • (c) was independently developed by the Receiving Party without use of the Confidential Information; or
  • (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) so it may seek a protective order.
1.4 "Deliverable" means any work product, document, report, or other output that work.flowers is expressly required to produce and hand over to the Client under a Statement of Work.
1.5 "Intellectual Property" means all patents, copyright, trade marks, trade secrets, know-how, methodologies, frameworks, templates, tools, processes, and all other forms of intellectual property, whether registered or unregistered.
1.6 "Services" means the services performed by work.flowers as described in a Statement of Work.
1.7 "Statement of Work" or "SOW" means a written document executed by both parties that incorporates this Agreement and sets out the specific services, deliverables, fees, and timeline for an engagement.

2. Statements of Work

2.1 Each engagement between the parties is governed by an SOW that references and incorporates this Agreement. In the event of a conflict between this Agreement and an SOW, the SOW prevails to the extent of the inconsistency.
2.2 work.flowers will perform the Services described in each SOW with reasonable skill and care, consistent with generally accepted professional standards in the relevant field.
2.3 work.flowers is engaged as an independent contractor. Nothing in this Agreement or any SOW creates any employment, partnership, agency, joint venture, or other association between the parties.
2.4 work.flowers may engage subcontractors to assist in performing the Services. work.flowers remains responsible for its subcontractors' performance of the Services.
2.5 The Client will provide work.flowers with all reasonable access, information, materials, approvals, and co-operation that work.flowers reasonably requires to perform the Services, including access to the Client's systems, platforms, and personnel.
2.6 The Client will designate a named point of contact with authority to respond to work.flowers' queries and provide necessary approvals on the Client's behalf. The Client will ensure that point of contact responds to queries within a reasonable timeframe.
2.7 work.flowers is not liable for any failure or delay in performing the Services to the extent caused by the Client's failure to fulfil its obligations under this clause 2, or by the Client providing inaccurate or incomplete information. work.flowers may, by written notice to the Client, extend any affected timelines or milestones by a period commensurate with the delay caused.
2.8 The Client consents to work.flowers recording meetings held in connection with the Services for documentation purposes. Recordings will be treated as Confidential Information under clause 5.

3. Fees, Invoicing, and Payment

3.1 The Client will pay work.flowers the fees set out in the applicable SOW.
3.2 work.flowers will issue invoices as specified in the SOW. Each invoice is due and payable within 30 days of the invoice date ("Due Date").
3.3 Any amount not paid by the Due Date will accrue interest at 1.5% per month (or part thereof), calculated from the Due Date until the date of actual payment. This does not limit any other remedy available to work.flowers.
3.4 All fees are stated exclusive of Goods and Services Tax (GST) and any other applicable taxes. The Client will pay all such taxes in addition to the fees.
3.5 If any invoice remains outstanding for more than 7 days after the Due Date, work.flowers may, on written notice, suspend the Services until all overdue amounts (including accrued interest) are paid in full. work.flowers is not liable to the Client for any loss or delay arising from a lawful suspension under this clause.
3.6 The Client may not set off or withhold any payment because of any alleged counterclaim or dispute without work.flowers' prior written consent.
3.7 If the Client disputes any amount on an invoice in good faith, the Client must notify work.flowers in writing within 7 days of the invoice date, specifying the disputed amount and the reasons for the dispute. The Client must pay any undisputed portion of the invoice by the Due Date. The parties will negotiate in good faith to resolve the dispute within 14 days of work.flowers receiving the dispute notice. If the dispute remains unresolved after that period, either party may refer it for resolution in accordance with clause 11.1. Interest under clause 3.3 accrues only on amounts that are not subject to a bona fide dispute raised in accordance with this clause, or that are ultimately determined or agreed to be payable.

4. Intellectual Property

4.1 Pre-Existing IP. Each party retains all right, title, and interest in any Intellectual Property it owned or developed before the commencement of an SOW or independently of this Agreement ("Pre-Existing IP"). work.flowers' Pre-Existing IP includes, without limitation, its proprietary tools, frameworks, templates, methodologies, automations, code libraries, and know-how, including any improvements or enhancements made to these during the performance of Services.
4.2 Deliverables. Upon receipt of full payment for the applicable SOW, all right, title, and interest in the Deliverables vest in the Client. Nothing in this Agreement prevents work.flowers from using the general know-how, expertise, skills, and understanding acquired prior to or during the performance of the Services in future engagements.
4.3 Licence to Client Materials. The Client grants work.flowers a limited, non-exclusive licence to access and use the Client Materials solely to the extent necessary to perform the Services.
4.4 Each party warrants that it owns or has sufficient rights in the materials it provides or licences to the other party, and that such materials do not infringe any third party's Intellectual Property.

5. Confidentiality

5.1 Each party will, in respect of the other party's Confidential Information:
  • (a) keep it strictly confidential and use at least the same degree of care it uses to protect its own confidential information of a similar nature (but no less than reasonable care);
  • (b) use it only for the purposes of performing its obligations or exercising its rights under this Agreement; and
  • (c) not disclose it to any third party without the other party's prior written consent, except to its employees, contractors, or advisers who have a genuine need to know and are subject to confidentiality obligations at least as protective as those in this clause 5.
5.2 Each party is responsible for any breach of this clause 5 by its personnel or advisers.
5.3 This clause 5 survives the termination or expiry of this Agreement for a period of three years.

6. Data Protection

6.1 Each party will comply with applicable data protection and privacy laws in connection with the Services, including the Personal Data Protection Act 2012 of Singapore (PDPA) and any other applicable legislation.
6.2 Where work.flowers processes personal data on behalf of the Client in the course of providing the Services, the Data Processing Addendum published at work.flowers/legal/dpa applies automatically and governs the parties' respective data protection obligations in respect of that processing. The DPA is incorporated into this Agreement from the effective date of the applicable SOW.

7. Warranties and Disclaimers

7.1 work.flowers warrants that it will perform the Services with reasonable skill and care.
7.2 Where the Services are advisory in nature — including in relation to automation, analytics, business intelligence, security compliance, or any regulatory or certification matter — work.flowers does not warrant or guarantee:
  • (a) any particular business outcome or result;
  • (b) that the Client will obtain, maintain, or pass any audit, certification (including SOC 2 or ISO 27001), or regulatory approval; or
  • (c) that any system, process, or control implemented based on work.flowers' advice will be free from errors, vulnerabilities, or deficiencies.
7.3 Except as expressly set out in this Agreement or an SOW, all warranties, conditions, terms, representations, and other obligations (whether express, implied, statutory, or otherwise) are excluded to the fullest extent permitted by applicable law.

8. Limitation of Liability

8.1 Neither party is liable to the other for any indirect, consequential, special, incidental, or punitive loss or damage, including loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with this Agreement or any SOW, whether in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such loss.
8.2 work.flowers' total aggregate liability to the Client arising out of or in connection with any SOW — whether in contract, tort (including negligence), statute, or otherwise — is limited to the total fees actually paid by the Client to work.flowers under that SOW in the three-month period immediately preceding the event giving rise to the claim.
8.3 The limitations in clauses 8.1 and 8.2 do not apply to:
  • (a) death or personal injury caused by a party's negligence;
  • (b) fraud or fraudulent misrepresentation; or
  • (c) any other liability that cannot lawfully be excluded or limited.

9. Portfolio Reference

9.1 work.flowers may reference the Client's name and a general description of the type of engagement (for example, "automation implementation" or "SOC 2 readiness") in its portfolio, website, proposals, case studies, and other marketing materials.
9.2 work.flowers will not disclose the Client's Confidential Information or specific details of the Client's internal systems, data, or processes in any such reference.
9.3 The Client may opt out of clause 9.1 by providing written notice to work.flowers at any time. Following receipt of such notice, work.flowers will remove or cease to use existing public references within a commercially reasonable period (no longer than 30 days).

10. Term and Termination

10.1 This Agreement commences on the Effective Date and continues until all active SOWs have expired or been terminated, or until this Agreement is terminated in accordance with this clause 10.
10.2 Either party may terminate this Agreement or any individual SOW for convenience by giving the other party 30 days' written notice.
10.3 Where an SOW specifies a minimum commitment period, a notice of termination for convenience may not be served before the expiry of that minimum commitment period, and any such notice will not take effect until the minimum commitment period has ended.
10.4 Either party may terminate this Agreement or any SOW immediately on written notice if the other party:
  • (a) materially breaches this Agreement or an SOW and fails to remedy the breach within 14 days of receiving written notice requiring remedy; or
  • (b) becomes insolvent, enters voluntary or involuntary liquidation, receivership, or judicial management, or makes a general assignment for the benefit of creditors.
10.5 On termination or expiry of an SOW or this Agreement:
  • (a) work.flowers will deliver to the Client any Deliverables that have been completed and paid for as at the effective date of termination;
  • (b) the Client will pay work.flowers all outstanding fees for Services performed and expenses incurred up to the effective date of termination; and
  • (c) clauses 3 (to the extent of outstanding amounts), 4, 5, 6, 7, 8, 9.3, and 11, and this clause 10.5, survive termination or expiry. Any other provision that by its nature is intended to continue after termination or expiry will also survive.

11. General

11.1 Governing Law and Jurisdiction. This Agreement is governed by, and construed in accordance with, the laws of Singapore. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Singapore to resolve any dispute arising out of or in connection with this Agreement.
11.2 Entire Agreement. This Agreement (together with all SOWs and any documents incorporated by reference) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, negotiations, and understandings between the parties relating to that subject matter.
11.3 Variation. No amendment to this Agreement or any SOW is effective unless it is in writing and signed (or agreed by email exchange) by authorised representatives of both parties.
11.4 Waiver. A party's failure to exercise, or delay in exercising, any right or remedy under this Agreement does not constitute a waiver of that right or remedy. A waiver is only effective if it is in writing.
11.5 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable. The remaining provisions continue in full force.
11.6 Notices. Notices under this Agreement must be in writing. Notices may be delivered by email to the address specified in the applicable SOW or as otherwise notified in writing. An email notice is effective on the date sent (unless the sender receives a delivery failure notification).
11.7 Assignment. Neither party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party, which will not be unreasonably withheld. Any purported assignment without consent is void.
11.8 Counterparts. This Agreement may be executed in counterparts (including by electronic signature), each of which is an original and all of which together constitute one agreement.
11.9 Force Majeure.
(a) Neither party is liable for any failure or delay in performing its obligations under this Agreement or any SOW to the extent that failure or delay is caused by a Force Majeure Event.
(b) "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including acts of God, natural disasters, pandemic or epidemic, acts or omissions of government or regulatory authorities, war, civil unrest, telecommunications or internet failures, cyberattacks, or outages of third-party SaaS platforms or services upon which the Services depend (including automation, analytics, and productivity tools), provided such outage is not caused by work.flowers' own acts or omissions. In the case of work.flowers, a Force Majeure Event also includes extended illness or incapacitation of key personnel where no reasonable substitute is available.
(c) The affected party must: (i) give written notice to the other party as soon as reasonably practicable, describing the event and its likely duration; and (ii) use commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as practicable.
(d) During a Force Majeure Event: (i) the affected party's obligations are suspended to the extent caused by that event; (ii) the Client remains liable for all fees for Services performed before the Force Majeure Event commenced; and (iii) work.flowers is not liable for any loss, cost, or delay arising from the suspension.
(e) If a Force Majeure Event continues for more than 30 days, either party may terminate the affected SOW (but not this Agreement) on written notice, without liability, except that the Client will pay work.flowers for all Services performed and expenses incurred up to the date of termination.
(f) Financial hardship or an inability to pay fees does not constitute a Force Majeure Event.

Data Processing Addendum

The Data Processing Addendum (DPA) is published at www.work.flowers/legal/dpa and forms part of this Agreement. It applies automatically where work.flowers processes personal data on behalf of the Client in the course of providing the Services, as described in clause 6.2.