License Terms (vCloud)

MAS-Account vCloud End User Licence Agreement (EULA) General Terms and Conditions
Last Updated:  22/05/2026

The MasterSoft Software Licence Terms apply to systems developed by MasterSoft (H.K.) Limited (the ‘Company’). The General Terms and Conditions of the User Service Agreement apply to customers who have subscribed to MAS Account vCloud. The Company’s obligations are strictly limited to those set forth in this Agreement. This Agreement sets out your rights and the terms and conditions governing your use of the MAS Software. This Agreement is important, and Customers are advised to read it carefully in its entirety. By accepting this Agreement or by using the Software, the Customer expressly agrees to be bound by all of the following terms and conditions.

1. Overview
1.1. This Agreement applies solely to software developed, installed, or authorised for installation by MasterSoft. If this Agreement contains provisions relating to features or services that are not available in your version, such provisions shall not apply.
1.2.     Definitions used in this Agreement are as follows
a. “Service Provider”: MasterSoft (H.K.) Limited (hereinafter referred to as “MasterSoft” or the “Company”).
b. “Service”: The MAS‑Account vCloud system provided by the Company under a Software as a Service (“SaaS”) model via the Microsoft Azure cloud platform, operating on Azure SQL Database as the database engine, and including software licence rights, cloud data storage, technical support, and related functions.
c. “SaaS”: Software as a Service, meaning software services hosted by the Company on a cloud platform and accessed by the Customer via the Internet, without requiring the Customer to maintain any servers.
d. “Azure”: The cloud computing platform provided by Microsoft Corporation, on which all infrastructure for the Service is hosted.
e. “Applicable Parties”: Any enterprise or individual subscribing to MAS‑Account vCloud (hereinafter referred to as the “Customer”).
f. “Subscription Period”: The period during which the Customer is authorised to use the Service following successful payment.
g. “Subscription Fee”: The annual fee paid by the Customer to the Service Provider in exchange for the right to access and use the Service.
h. “Effective Date”: The date on which the Customer completes the subscription registration.
i. “Customer Data”: All data, documents, and content entered, uploaded, or generated by the Customer during their use of the Service.

2. Scope of Services and Subscription Terms
2.1. Service Content
The following subscription services are provided to the Customer under this Agreement:
a. The Company provides usage and access to the MAS-Account vCloud via the Internet.
b. Data storage and backup on the Microsoft Azure cloud platform (Azure SQL Database);
c. Automatic updates and maintenance of the system database;
d. Technical support services as specified in the subscription plan.
2.2. Subscription Model
The Service is offered on a subscription basis, subject to the following terms:
a. Subscription fees are payable annually in advance (a one‑time payment covering 12 months). Renewal shall be processed upon expiry of each annual term, and all pricing shall be based on the quotation confirmed at the time of subscription;
b. Subscription fees include system maintenance, database updates, and basic technical support, and no hidden charges shall be imposed on the Customer;
c. During the Subscription Period, the Customer may adjust the number of users or modify the service plan according to business needs; any such adjustment that incurs additional charges shall be subject to a separate quotation and payment, and shall only take effect upon written confirmation by both parties.
d. The Company shall provide at least 30 days’ prior notice to the Customer regarding renewal and any fee adjustments.

3. Installation and Rights of Use
3.1. MAS‑Account vCloud is provided on a subscription basis. Under this Agreement, the Company grants the Customer a limited, non‑exclusive, non‑transferable right to install and use the Software within the scope of the number of companies and users covered under the subscribed plan agreed and purchased by the Customer.
3.2 The Company reserves all rights not expressly granted under this Agreement. For the avoidance of doubt, this licence does not include the following rights, and the Customer is strictly prohibited from engaging in any of the following activities:
a. Publishing, reproducing, renting, leasing, or lending the Software;
b. Transferring, reselling, distributing, or otherwise conveying the Software in any form;
c. Circumventing, bypassing, modifying, or attempting to compromise any technical restrictions, protection mechanisms, or usage limitations of the Software.
3.3. Software Authorisation and Activation
The Customer may use the Software only if properly licensed and activated with a genuine licence key. The Customer shall not, in any manner, bypass, evade, or interfere with the registration or activation process.

4. Renewal Subscription Procedure
4.1. System Renewal 
The Company will issue a “Renewal Notice” to the Customer via system announcement and email at least 28 days prior to the expiry of the Service Period. The Customer shall, before the contract expiry date, complete the renewal confirmation and settle all applicable service fees in accordance with the instructions provided in the notice. Renewal fees shall be based on the Company’s latest prevailing rates at the time of renewal.
4.2. Handling of Non-Response / Overdue Payment 
a. Service Suspension: If the Customer has not completed the renewal process by the expiry date of the Service Period, the Company reserves the right to suspend all access rights and service functions of the Customer’s account without further notice.
b. Grace Period: The Company will provide a fourteen 14 days grace period for overdue Customers. If the Customer completes the outstanding payment within the grace period, the Service will be reactivated; however, the Service Period shall continue to be calculated from the original expiry date. 
c. Data Deletion: If the overdue period exceeds thirty 30 days, the Company shall deem the Customer to have ‘not renewed’ and shall have the right to permanently delete all data and settings within the account. The Company shall not bear any liability for any loss or consequences arising from the deletion of such data or information.

5. Customer Data Ownership and Data Sovereignty
5.1.　Data Ownership
The Customer retains full ownership of all Customer Data generated or uploaded during their use of the Service. The Company holds no ownership rights over Customer Data and shall only process Customer Data to the extent necessary for the provision of the Service.
5.2. Data Access and Security
a. All Customer Data is stored in Azure SQL Database on the Microsoft Azure platform, protected by Azure enterprise-grade security infrastructure;
b. The Company employs industry-standard encryption technology (applicable both in transit and at rest) to protect Customer Data;
c. Automated off-site backups are performed daily to ensure data recoverability;
d. Employees of the Company may only access Customer Data when providing technical support, and are subject to strict confidentiality obligations.
e. The Company acts solely as a data processor and does not own, sell or share Customer Data with any third parties.

6. Subscription Cancellation Policy and Data Disposal
Upon expiry of the Subscription Period or in the event of early cancellation by the Customer, the Customer may elect one of the following options with respect to the disposal of its data. The Company fully respects the Customer's right to determine the handling of its data and undertakes to act strictly in accordance with the Customer's instructions.
6.1. Export Database and Terminate Use
The Customer may choose to export its complete database in standard format and terminate the subscription service:
a. The Customer shall submit a written request no less than 30 days prior to the expiry of the Subscription Period.
b. Upon receipt of the Customer’s written request, the Service Provider shall deliver a complete data export in SQL backup format within 10 business days.
c. Upon completion of the data export and written confirmation of receipt by the Customer, the subscription service shall be deemed terminated.
d. Within 30 days following termination of the subscription, the Company shall permanently and irreversibly delete all Customer Data from the Azure platform and shall provide written confirmation of such deletion upon request.
e. No additional fees shall be charged to the Customer in connection with this option.
f. If the Customer fails to select any data disposal option within 30 days after the expiry of the Subscription Period, the Company shall deem the subscription discontinued and shall proceed to permanently delete all Customer Data from the Azure platform without further notice.
6.2. Continue Subscription and Migrate Database to Customer's Own System
If the Customer wishes to migrate the database to a local server or other designated system while continuing to access certain service functions:
a. The Customer shall ensure that it has in place a local server or private cloud environment that meets the minimum technical requirements of the system. All costs associated with the setup and maintenance of such environment shall be borne solely by the Customer.
b. Database migration will incur additional charges. The Service Provider shall issue a separate written quotation based on the actual scope of work. Migration shall only be scheduled upon the Customer's written confirmation and signing of the quotation, and upon receipt of the corresponding payment.
c. Upon completion of migration and written confirmation by both parties, the Customer may elect to continue its subscription in order to retain software licensing rights, system database updates, and technical support services.
d. Ongoing subscription fees and related terms following migration shall be governed by a separate written agreement to be executed by both parties, and such agreement shall be signed prior to the completion of migration.
e. The Service Provider undertakes to ensure that the integrity of the data is not compromised throughout the entire migration process, and shall notify the Customer upon completion of the migration to confirm that the data has been fully and accurately transferred to the Customer.
6.3. Perpetual Licence Purchase (Applicable Where No Renewal)
Where the Customer elects not to renew its subscription but wishes to continue using the MAS‑Account System in a local environment, the Customer may apply for a perpetual software licence through a one‑time buyout, subject to the following terms:
a. The buyout price shall be calculated based on the prevailing quotation at the time the Customer elects not to renew. The Company shall provide a written quotation within 10business days upon receipt of the Customer's written application. 
b. The one‑time buyout fee shall cover the following: a perpetual software licence (for the version current as of the buyout date), a complete database export, and a one‑time system installation service. Any services beyond the scope of the above shall be subject to separate quotation.
c. Upon completion of the buyout, the Customer shall be entitled to deploy and operate the Software on its local server. System version updates, technical support, and cloud‑based features are not included in the buyout fee and shall require separate purchase if required.
d. The Service Provider shall complete the licence transfer within 60 days upon receipt of full payment.
e. Following the buyout, the Software shall be licensed strictly on an "as‑is" basis. The Company shall have no obligation to provide system updates or database upgrades for any subsequent versions. Should the Customer require ongoing technical support, an annual maintenance support plan may be purchased separately, the terms of which shall be governed by a separate written agreement executed between both parties.

7. Payment Terms
7.1. Subscription fees shall be paid in full prior to the commencement of each billing cycle. The Company reserves the right to suspend the Service in the event that payment is not received by the due date.
7.2. The Company currently accepts the following payment methods: cheque, bank transfer, and FPS (Faster Payment System). The Company reserves the right to amend the accepted payment methods at any time upon prior written notice to the Customer.
7.3. In the event that the Customer fails to make payment by the due date, the Company shall be entitled to suspend the Service with immediate effect on the due date. During the suspension period, Customer Data shall be retained for 30 days. Should the Customer settle the outstanding payment in full within the retention period, the Service shall be reinstated upon verification of payment. If payment remains outstanding upon expiry of the retention period, the Company reserves the right to permanently and irreversibly delete all Customer Data, and the Customer shall bear sole responsibility for any loss or consequences arising therefrom.
7.4. Once an annual subscription is confirmed, all fees paid shall be strictly non‑refundable in the event of early cancellation by the Customer. The Customer shall nevertheless be entitled to continue using the Service until the expiry of the Subscription Period. The Company shall not provide any form of compensation, credit, or offset in connection with early cancellation.

8. Privacy and Confidentiality
8.1. Each party undertakes to maintain strict confidentiality with respect to any Confidential Information of the other party obtained in the course of performing this Agreement. Neither party shall disclose, transfer, or otherwise make use of such information in any form to any third party without the prior written consent of the disclosing party. These confidentiality obligations shall survive the termination or expiry of this Agreement and shall remain binding and enforceable for a period of 3 years thereafter.
8.2. The Customer agrees that the Company may access and use Customer Data solely within the scope necessary for the purpose of providing technical support and resolving software related issues raised by the Customer. The Company hereby undertakes that:
a. Customer Data shall be used exclusively for the above stated purposes and shall not be used for any other commercial or non commercial purpose whatsoever; 
b. Customer Data shall not be disclosed to any third party without the prior written consent of the Customer; 
c. All Customer Data shall be handled in strict compliance with applicable data protection and privacy laws and regulations; and 
d. Access to Customer Data shall be restricted to the Company's employees and relevant personnel who are bound by confidentiality obligations and only to the extent necessary for the performance of their duties.

9. Limitation of Liability
9.1. Scope of Maintenance Services and Exclusions
This technical support and maintenance service (hereinafter referred to as "this Service") applies only when the 
system is operating normally, in accordance with standard operating procedures, and without unauthorised modification. The following situations are not covered by this Service:
a. User misuse, negligence, improper operation, accidental damage or operation in an inappropriate physical or technical environment.
b. Incorrect system testing, maintenance, or attempts to repair performed by the user.
c. Modifications, alterations, or attempted "cracking" of the system by technical personnel not authorized by the Company.
d. Failures caused by external environmental factors, including but not limited to power outages or fluctuations, network connectivity failures, computer virus infections, malware attacks, or cybersecurity incidents;
e. Damage, deterioration, or malfunction of any hardware equipment, including but not limited to servers, workstations, hard drives, and network devices.
9.2. Hardware and Network
The Service does not cover issues relating to system speed or stability arising from hardware failures on the Customer's side, operating system updates or version changes, network environment changes, or equipment replacement.
The Customer shall ensure that its devices maintain stable Internet connectivity meeting the minimum technical specifications prescribed by the Company in order to properly launch and utilise the Company's software and services. The Customer's network access and usage (including but not limited to data traffic charges) shall be governed by the terms and conditions of its Internet Service Provider (ISP), and the Customer shall bear sole responsibility for all related costs. The Customer expressly acknowledges and agrees to assume full responsibility for the following:
a. Understanding and complying with the terms and conditions of its service plans and agreements with its network service provider;
b. Any issues and liabilities arising from accessing or using any network, including public networks, open networks, and the Internet;
c. The impact of network speed on software performance; the Company shall bear no liability for any performance issues attributable to insufficient network speed; and
d. The impact of network stability on software operation; the Company shall bear no liability for any service interruptions attributable to network instability.
9.3. System Relocation and Transfer
The Service expressly excludes all forms of system relocation or transfer services. Any relocation or transfer — whether arising from equipment replacement or any form of system migration on the Microsoft Azure cloud platform — shall be treated as a separate service item subject to a separate quotation and charge. Customers with such requirements shall submit a written application to the Company in advance.
9.4. Limitation of Damages
The Company shall not be liable for any indirect, incidental or consequential losses (including but not limited to: loss of profits, business interruption, loss of business opportunities, or data corruption or loss).
9.5. Third-Party Platforms and Force Majeure
Third-Party Platforms: Given that the Service relies on third-party cloud platforms such as Microsoft Azure, the Company shall not be liable for any losses arising from failure, maintenance, upgrades or service interruptions of such platforms; however, the Company will make reasonable efforts to coordinate restoration of the Service.

10. Computer Maintenance
The Customer shall be solely responsible for ensuring that all computers and related equipment on which the Software is installed are maintained in good working condition throughout the Subscription Period, including but not limited to the following obligations:
a. Implementing adequate and appropriate precautionary measures to protect against computer viruses, malware, unauthorised access, and all other forms of cyberattacks or security threats; and regularly updating anti-virus software and system security patches;
b. Ensuring that all operating systems and third‑party software used in connection with the Software are properly and validly licensed and maintained at an appropriate version; the Customer shall not use any unauthorised or pirated software within the operating environment of the Software;
c. Ensuring that all relevant equipment maintains functional and stable Internet connectivity meeting the minimum technical specifications prescribed by the Company. The Customer's network access and usage (including but not limited to data traffic and connection fees) shall be governed by the terms and conditions of its Internet Service Provider (ISP), and the Customer shall bear sole and exclusive responsibility for all related costs, for which the Company accepts no liability;
d. The Company shall bear no liability, compensation obligation, or technical support responsibility whatsoever for any failure, disruption, inability to launch, operate, or access the Software or Services, or any failure in data synchronisation, arising from network failures, connection interruptions, insufficient bandwidth, speed limitations, or equipment incompatibility on the Customer's side. All consequences and losses arising therefrom shall be borne solely by the Customer;
e. In the event that the Customer fails to comply with any obligation under this Clause, the Company shall be entitled to immediately suspend technical support services to the Customer and shall be fully relieved of all legal liability and compensation obligations arising from or in connection with such non‑compliance. The Customer shall not make any claim against the Company for any loss or damage arising from the Customer's own breach of its obligations hereunder.

11.   Scope of Maintenance Services
11.1. The maintenance services provided under this Agreement apply solely to computer systems and software developed and manufactured by the Company. The Company expressly disclaims any obligation to provide maintenance or technical support services of any kind in respect of any products, systems, or software not developed, manufactured, or authorised by the Company. The Customer shall not make any request or claim in connection therewith.
11.2. This maintenance service (including technical support services) applies to all Customers who have purchased a valid and authorised software subscription or service plan from the Company and whose subscription fees are in good standing. In the event that a Customer's subscription has expired, been suspended, or been terminated, the Company reserves the right to withhold maintenance services until the Customer has completed renewal and payment in full.
11.3. The Company shall use reasonable commercial efforts to provide the maintenance services on a continuous basis; however, upon the occurrence of any of the following events, the Company shall be entitled to suspend the provision of all or part of the services at any time without prior notice to the Customer, and shall bear no liability for any loss or inconvenience arising therefrom:
a. Scheduled or emergency maintenance, upgrades, inspections, testing, or repairs are required on the systems, servers, related equipment, or networks; the Company shall endeavour to provide advance notice to the Customer prior to any scheduled maintenance where reasonably practicable; or
b. The Company reasonably determines that the system is subject to unauthorised access, illegal misappropriation, cyberattacks, or other security threats requiring immediate protective action; or
c. Service interruption is caused by force majeure events, third‑party platform outages, or other circumstances beyond the Company's reasonable control.

12. Termination / Cancellation of Subscription Service Agreement
12.1. The Company shall be entitled to terminate this Agreement in whole or in part, or to suspend or terminate any Services, with immediate effect and without prior notice to the Customer, and without incurring any liability, upon the occurrence of any of the following events:
a. The Customer has failed to pay the Subscription Fee in full by the due date, and such payment remains outstanding for more than 14 days following the Company's written demand for payment;
b. The Customer has breached any term or condition of this Agreement and has failed to remedy such breach within fourteen 14 days of receipt of written notice from the Company specifying the nature of the breach; or
c. The Customer has failed to comply with the Company's reasonable requirements or operational guidelines regarding the use of the system, and such non-compliance continues after written notice from the Company.
12.2. Termination of this Agreement shall not affect any rights or obligations of either party accrued prior to the date of termination, all of which shall continue in full force and effect. Upon termination, the Customer shall immediately cease all use of the Software and Services and shall dispose of Customer Data in accordance with the procedures set out in Clause 6.
12.3. To the fullest extent permitted by applicable law, the Company shall not be liable for any of the following losses arising from or in connection with any circumstance under these Subscription Service Terms, whether such liability arises in contract, tort, statute, or under any other legal theory:
a. Any indirect, incidental, consequential, or punitive damages or losses;
b. Any loss of profits, business interruption, or reputational damage arising from system failure or service interruption;
c. Any costs of data recovery, system redesign, production reorganisation, data storage, or reinstatement of the Company's products.

13.    Interpretation
13.1. Reference to the plural shall include the singular and vice versa; references herein to any person shall include references to individuals, firm, body corporate or unincorporate.
13.2.  The terms and conditions of this Maintenance Agreement are written in both English and Chinese. The English version shall prevail whenever there is any inconsistency or interpretation of this Maintenance Agreement.