master services agreement

RAYN SECURE PTE. LTD. Master Services Agreement

Effective date: 8th January, 2026

Governing law: Singapore

This Master Services Agreement (“Agreement”) governs access to and use of the RAYN Secure platform and related services and is entered into between RAYN Secure Pte. Ltd. (“Provider”) and the entity accepting this Agreement (“Customer”).

Acceptance. By creating an account, executing an Order Form, or accessing or using the Platform, Customer confirms it has read, understood, and agrees to be bound by this Agreement and all documents incorporated by reference.

1. Definitions

“Platform” means RAYN Secure’s cloud-based solutions and related software modules, tools, features, integrations, analytics, simulations, assessments, reporting capabilities, and content, as made available by Provider from time to time, including any updates, enhancements, or replacements.

The Platform currently includes multiple solution components (each, a
“Platform Solution”), which may include:

StaySecure LEARN
StaySecure SHIELD
StaySecure READY
StaySecure GOVERN

Customer’s access to particular Platform Solutions is determined by the
applicable subscription tier, or configuration enabled by Provider.

“Learner” means an individual user assigned access to the Platform under Customer’s subscription.

“License Term” means the subscription period specified in the applicable Order Form or online checkout confirmation.

“Certification Program” means a structured, time-sequenced course designed to be completed over a defined duration to earn certification.

“Completion Period” means the minimum time required to complete a Certification Program as designed (e.g., ten (10) weeks), as specified in the Platform or applicable Order Form.

“Order Form” means a mutually executed order form or online confirmation specifying commercial terms including pricing, License Term, and number of Learners.

2. License Grant

Subject to this Agreement, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the License Term solely for Customer’s internal business purposes.

3. Platform Components and Modules

The Platform may include multiple software modules or components. Customer’s access to specific modules is determined by the applicable subscription tier, Order Form, or configuration enabled by Provider.

Provider may modify, enhance, replace, add, or remove features or modules as part of the ongoing operation of the Platform, provided such changes do not materially reduce the core functionality of the subscribed services.

4. Learner Accounts and License Assignment

Licenses are issued on a named-Learner basis and may be reassigned if a Learner leaves Customer’s organisation, provided the original Learner account is deactivated prior to reassignment.

Learning progress and certification eligibility do not transfer between Learners.

5. Certification Programs and Eligibility

Certification Programs are designed to be completed over a defined Completion Period to ensure effective learning and behavioural outcomes.

Enrollment rule: Learners may only be enrolled into a Certification Program if sufficient time remains in the License Term to complete the program as designed.

Term-limited certification: Certification eligibility is determined at the time of enrollment and is not extended beyond the License Term.

6. Professional and Certification Services

Provider may provide implementation, setup, onboarding, training, certification administration, reporting, or other professional services (“Services”) as specified in an Order Form or statement of work.

Unless expressly stated otherwise, Services do not include custom software development.

7. Fees and Payment

Fees are specified in the applicable Order Form and are non-refundable except as expressly stated in this Agreement.

8. Term and Termination

This Agreement continues for the duration of the License Term unless earlier terminated for material breach that remains uncured for thirty (30) days after written notice.

9. Effect of Termination or Expiry

Access to the Platform ends upon expiration or termination.
No new Learners or Certification Programs may be enrolled.
Certification must be completed during an active License Term.

10. Data Protection and Confidentiality

Customer’s use of the Platform is subject to Provider’s Data Protection Policy and Terms & Conditions, each incorporated by reference.

In the event of conflict, this Agreement shall prevail.

11. Intellectual Property

Provider retains all rights, title, and interest in the Platform and related intellectual property. No rights are granted except as expressly stated.

12. Warranties and Disclaimers

The Platform is provided “as is” and “as available”. Provider disclaims all warranties to the maximum extent permitted by law.

13. Limitation of Liability

Provider’s total liability arising from this Agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim.

14. Indemnification

Provider shall indemnify Customer against third-party claims alleging that the Platform infringes intellectual property rights.

15. Governing Law

This Agreement is governed by the laws of Singapore, and the courts of Singapore have exclusive jurisdiction.

16. General

No Modifications. This Agreement may not be modified except by written agreement signed by both parties. Customer’s purchase orders or other terms have no effect.

This Agreement constitutes the entire agreement between the parties regarding the subject matter.