Master Service Agreement (MSA) - Version 1.1

Effective Date: 26/05/2026
Last Updated: 26/05/2026
Official URL: https://www.lmc.vn/legal/msa-1-1

By signing any Sales Order that references this Agreement, the CUSTOMER acknowledges that they have read, understood, and agreed to be bound by this Agreement (including any amendments pursuant to Section 14).

1. THE PARTIES

  1. LMC: LMC Software Solution Joint Stock Company, Tax Code 0110177088, address at 40 Thu Khoa Huan, Ben Thanh Ward, Ho Chi Minh City, Vietnam; represented by Mr. Pham Van Huan.

  2. CUSTOMER – Specific information (name, tax code, representative, contact address) shall be recorded in each respective Sales Order.

LMC and the CUSTOMER are collectively referred to as the “Parties” and individually as a “Party.”

2. DEFINITIONS

TermDefinition
MSAThis Master Service Agreement, including all appendices and amendments.
Sales Order (SO)An order form signed by the Parties specifying the scope of work, fees, timeline, and specific terms of the service. Each SO is considered a Statement of Work (SoW) under this Agreement.
ServicesThe services described in detail in each SO.
Service FeesThe amounts payable by the CUSTOMER to LMC according to each SO.
Service Commencement DateThe date LMC begins providing the Services, as specified in the corresponding SO.

3. SCOPE OF AGREEMENT

The MSA establishes the framework terms governing all Services provided by LMC to the CUSTOMER. All subsequent SOs will reference the MSA and constitute an integral part thereof.

4. SERVICES AND SALES ORDERS

  1. LMC will provide Services in accordance with the content of each SO.
  2. Each SO must, at a minimum, specify: scope of work, fees, payment schedule, and contact points.
  3. In the event of a conflict between the MSA and an SO, the provisions in the SO shall prevail for the scope of that specific SO.

5. FEES AND PAYMENT

  1. The CUSTOMER shall pay the Service Fees according to the schedule and method stated in each SO.
  2. Payment is considered complete once the funds are credited to LMC’s designated account.
  3. Late Payment: If the CUSTOMER fails to pay more than 15 business days past the due date, LMC reserves the right to apply a penalty interest of 0.05% per day on the overdue amount.
  4. LMC shall issue valid invoices upon receipt of payment or as agreed in the SO.

6. CONFIDENTIALITY

Each Party undertakes to keep secret all information received from the other Party during the performance of the MSA/SO. Information shall only be disclosed when:

  1. There is written consent from the other Party; or
  2. Required by a lawful request from a competent state authority.

7. INTELLECTUAL PROPERTY RIGHTS

  1. All intellectual property rights created by LMC during the provision of Services shall be owned by LMC, unless otherwise specified in the SO.
  2. The CUSTOMER is granted a license to use the results of the Services for internal and/or business purposes within the scope defined in the SO.

8. WARRANTIES AND DISCLAIMERS

  1. LMC commits to providing Services with appropriate professional skill and in accordance with industry standards.
  2. Except for the above commitment, LMC makes no other warranties or representations, whether express or implied.

9. LIMITATION OF LIABILITY

  1. LMC’s liability for damages (if any) for any claim arising out of the MSA/SO shall not exceed the total Service Fees paid by the CUSTOMER to LMC in the 12 months immediately preceding the event giving rise to the liability.
  2. LMC shall not be liable for:
    • (i) loss of profits,
    • (ii) indirect damages, or
    • (iii) damages resulting from lost or corrupted data.

10. FORCE MAJEURE

Neither Party shall be in breach of the MSA if the delay or failure to perform obligations is due to events beyond reasonable control, including natural disasters, war, epidemics, or changes in legal policy. The affected Party must notify the other within 01 day and make efforts to mitigate damages.

11. TERM AND TERMINATION

  1. The MSA is effective from the Effective Date and continues until a Party terminates it by giving 30 days’ prior notice.
  2. Termination for Breach: If a Party materially breaches the MSA/SO and fails to remedy it within 30 days of receiving notice, the other Party has the right to terminate immediately.
  3. Termination does not affect payment rights or terms that survive by their nature (confidentiality, intellectual property, etc.).

12. NOTICES

Official notices must be in writing with a digital signature or sent by registered mail to the address recorded in the SO.

13. GOVERNING LAW AND DISPUTE RESOLUTION

  1. The MSA is governed by the laws of Vietnam.
  2. All disputes shall first be negotiated in good faith; if not resolved within 30 days, the dispute shall be referred to the Vietnam International Arbitration Centre (VIAC) in Ho Chi Minh City.

14. AMENDMENTS

  1. LMC may amend the MSA by posting an updated version at the Official URL.
  2. The updated version applies to all SOs signed after the effective date of the update.
  3. For active SOs, the update only applies if:
    • (i) the CUSTOMER is notified 30 days in advance and
    • (ii) does not object in writing within said period.

15. ORDER OF PRECEDENCE

In case of conflict:

  • (i) Sales Order,
  • (ii) MSA,
  • (iii) other documents.

Section 14 of the MSA shall always take precedence.

16. VALIDITY

This Agreement is published in electronic form. The CUSTOMER and LMC confirm the validity and acceptance by signing the referencing Sales Order.