Effective Date: January 1, 2026 — Version: 1.0
This Master Service Agreement (“MSA” or “Agreement”) is entered into by and between K&z Limited, a private company incorporated in Hong Kong under the Companies Ordinance (Cap. 622), with its registered office at Flat 10198, 10/F, Liven House, No. 61-63 King Yip Street, Kwun Tong, Kowloon, Hong Kong (Business Registration Number: 70428032) (“k&z” or “Provider”), and the entity identified in the applicable Order Form (“Client”). k&z and Client are each referred to as a “Party” and collectively as the “Parties.”
1. Definitions
In this Agreement, the following terms shall have the meanings ascribed to them below:
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
- “Capacity Block” means a reserved allocation of QPU resources for a defined period, as specified in an Order Form, measured in QPU-hours, QPU-days, or QPU-months.
- “Client Data” means all data, quantum circuits, algorithms, parameters, models, training data, and computational results that Client uploads, submits, or generates through the Services.
- “Confidential Information” means all information disclosed by one Party to the other, whether orally, in writing, electronically, or through observation, that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
- “Documentation” means the technical manuals, user guides, API references, and other instructional materials provided by k&z in connection with the Services.
- “Order Form” means an executed document or electronic order referencing this Agreement that specifies the Services, quantities, pricing, service levels, and term applicable to a particular engagement.
- “QPU Resources” means the quantum processing units, associated cryogenic infrastructure, control electronics, calibration systems, and interconnect fabric made available through the Services.
- “Services” means the quantum AI infrastructure services described in the applicable Order Form, including access to QPU Resources, hybrid computing environments, APIs, SDKs, and support.
- “SLA” means the Service Level Agreement attached hereto or incorporated by reference in the Order Form.
2. Scope of Services
2.1 Service Provision
k&z shall provide the Services to Client as described in each Order Form executed by the Parties. Each Order Form shall be governed by the terms of this Agreement and, together with this Agreement, shall constitute the complete agreement between the Parties with respect to the Services described therein.
2.2 Order Forms
Services shall be ordered through Order Forms that specify: (a) the type and quantity of QPU Resources; (b) the duration and scheduling of Capacity Blocks; (c) the applicable pricing and payment terms; (d) any service level commitments specific to the engagement; (e) the deployment model (shared, dedicated, or sovereign); and (f) any additional terms or requirements specific to the engagement.
2.3 Onboarding and Integration
k&z shall provide reasonable onboarding assistance to enable Client to access and utilize the Services, including provisioning of account credentials, API keys, and access to Documentation. Client shall designate a primary technical contact to coordinate onboarding activities.
2.4 Changes to Services
Either Party may propose changes to the scope of Services under an existing Order Form. All changes shall be documented in a written amendment or change order signed by both Parties. k&z shall not materially reduce the functionality of Services during an active Order Form term without Client’s prior written consent.
3. Service Levels
3.1 SLA Commitments
k&z shall use commercially reasonable efforts to provide the Services in accordance with the service levels specified in the applicable SLA. The standard SLA provides a monthly uptime commitment of 99.95% for shared QPU Resources and 99.99% for dedicated single-tenant deployments. Specific service level commitments may be negotiated and documented in individual Order Forms.
3.2 Service Credits
In the event k&z fails to meet the uptime commitments specified in the SLA, Client shall be entitled to service credits calculated in accordance with the SLA & Uptime Policy. Service credits shall be Client’s sole and exclusive remedy for k&z’s failure to meet service level commitments.
3.3 Maintenance Windows
k&z shall schedule routine maintenance during designated maintenance windows and shall provide Client with at least seventy-two (72) hours’ prior notice. Scheduled maintenance windows shall not count against uptime calculations. Emergency maintenance required to address security vulnerabilities or system stability issues may be performed with shorter notice.
4. Fees and Payment
4.1 Fees
Client shall pay the fees specified in each Order Form. Fees may include: (a) reserved capacity fees for Capacity Blocks, payable in advance; (b) consumption-based fees for on-demand QPU usage, calculated based on QPU runtime, shots executed, and data processed; (c) dedicated infrastructure fees for single-tenant deployments; (d) professional services fees for custom integration, consulting, or training; and (e) support fees for premium support tiers.
4.2 Invoicing
k&z shall issue invoices in accordance with the billing schedule specified in the applicable Order Form. Unless otherwise agreed, reserved capacity fees shall be invoiced at the beginning of each billing period, and consumption-based fees shall be invoiced monthly in arrears. All invoices shall include reasonable detail of the charges incurred.
4.3 Payment Terms
Unless otherwise specified in the Order Form, all invoices are due and payable within thirty (30) days of the invoice date. Payment shall be made by wire transfer to the bank account specified on the invoice, or by such other method as agreed by the Parties.
4.4 Late Payment
Any undisputed amounts not paid when due shall accrue interest at the rate of one percent (1%) per month, or the maximum rate permitted by applicable law, whichever is less. If any undisputed amounts remain overdue for more than sixty (60) days, k&z may, upon thirty (30) days’ written notice, suspend the Services until all outstanding amounts are paid in full.
4.5 Fee Adjustments
k&z may adjust fees for renewal terms upon at least ninety (90) days’ prior written notice before the beginning of the applicable renewal term. Fee adjustments shall not exceed ten percent (10%) per year unless otherwise agreed in writing.
4.6 Taxes
All fees are exclusive of taxes. Client shall be responsible for all applicable taxes, including VAT, GST, withholding taxes, and any other governmental charges, excluding taxes based on k&z’s net income. If Client is required to withhold taxes, Client shall gross up the payment so that k&z receives the full invoiced amount after withholding.
5. Confidentiality
5.1 Obligations
Each Party shall: (a) use the other Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) protect the other Party’s Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but no less than reasonable care; and (c) not disclose the other Party’s Confidential Information to any third party, except to its employees, contractors, and Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those herein.
5.2 Exceptions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.
5.3 Compelled Disclosure
If a Party is compelled by law, regulation, or legal process to disclose the other Party’s Confidential Information, it shall provide prompt written notice to the other Party (to the extent legally permitted) and shall cooperate with the other Party’s efforts to obtain a protective order or other appropriate remedy.
5.4 Duration
The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under applicable law.
6. Intellectual Property
6.1 k&z IP
k&z retains all right, title, and interest in and to the Services, including all QPU hardware, firmware, software, algorithms, architectures, APIs, SDKs, Documentation, and any modifications, improvements, or derivative works thereof (“k&z IP”). Nothing in this Agreement shall be construed as transferring any ownership of k&z IP to Client.
6.2 Client IP
Client retains all right, title, and interest in and to Client Data, including all quantum circuits, algorithms, models, and computational results generated through Client’s use of the Services (“Client IP”). k&z shall not use Client Data for any purpose other than providing the Services, except with Client’s prior written consent.
6.3 License Grants
k&z grants Client a non-exclusive, non-transferable, limited license to access and use the Services and Documentation during the term of the applicable Order Form, solely for Client’s internal business purposes. Client grants k&z a non-exclusive, limited license to use Client Data solely as necessary to provide the Services.
6.4 Restrictions
Client shall not: (a) reverse engineer, decompile, or disassemble any component of the Services; (b) create derivative works based on the k&z IP; (c) sublicense or transfer its access to the Services to any third party without k&z’s prior written consent; or (d) use the Services to develop a competing quantum computing platform.
7. Warranties
7.1 Mutual Warranties
Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and (c) it shall comply with all applicable laws and regulations in its performance of this Agreement.
7.2 k&z Warranties
k&z warrants that: (a) the Services shall be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Services shall materially conform to the Documentation; and (c) it shall use commercially reasonable efforts to ensure that the Services do not contain any viruses, malware, or other harmful code.
7.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, K&Z MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. K&Z DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT QUANTUM COMPUTATIONS WILL PRODUCE SPECIFIC RESULTS. QUANTUM COMPUTING RESULTS MAY BE SUBJECT TO NOISE, DECOHERENCE, AND HARDWARE-SPECIFIC VARIABILITY.
8. Indemnification
8.1 k&z Indemnification
k&z shall indemnify, defend, and hold harmless Client and its directors, officers, and employees from and against any third-party claims alleging that the Services, as provided by k&z and used by Client in accordance with this Agreement, infringe any third-party intellectual property right. If the Services become, or in k&z’s reasonable opinion are likely to become, the subject of an infringement claim, k&z may, at its option: (a) procure for Client the right to continue using the Services; (b) modify the Services to make them non-infringing; or (c) terminate the affected Order Form and refund any prepaid fees for the unused portion of the term.
8.2 Client Indemnification
Client shall indemnify, defend, and hold harmless k&z and its directors, officers, and employees from and against any third-party claims arising out of: (a) Client’s use of the Services in violation of this Agreement or applicable law; (b) Client Data; or (c) Client’s products or services that incorporate or rely upon the Services.
8.3 Indemnification Procedure
The indemnified Party shall promptly notify the indemnifying Party of any claim, provide reasonable cooperation, and grant the indemnifying Party sole control of the defense and settlement. The indemnified Party may participate in the defense at its own expense.
9. Limitation of Liability
9.1 Exclusion of Consequential Damages
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cap
EXCEPT FOR OBLIGATIONS UNDER SECTIONS 5 (CONFIDENTIALITY), 8 (INDEMNIFICATION), AND CLIENT’S PAYMENT OBLIGATIONS, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.3 Exceptions
The limitations in this Section 9 shall not apply to: (a) either Party’s breach of Section 5 (Confidentiality); (b) either Party’s indemnification obligations; (c) Client’s payment obligations; or (d) liability arising from a Party’s willful misconduct or gross negligence.
10. Term and Termination
10.1 Agreement Term
This Agreement shall commence on the date of execution by both Parties and shall continue for an initial term of three (3) years, unless earlier terminated in accordance with this Section. Thereafter, this Agreement shall automatically renew for successive one (1) year terms unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.
10.2 Order Form Term
Each Order Form shall specify its own term. Order Forms may have terms that extend beyond the initial term of this Agreement, provided this Agreement remains in effect for the duration of any active Order Form.
10.3 Termination for Cause
Either Party may terminate this Agreement or any Order Form upon written notice if: (a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.
10.4 Termination for Convenience
Either Party may terminate this Agreement for convenience upon one hundred eighty (180) days’ prior written notice, subject to the completion of all obligations under active Order Forms.
10.5 Effect of Termination
Upon termination or expiration: (a) Client shall pay all outstanding fees for Services rendered; (b) each Party shall return or destroy all Confidential Information of the other Party; (c) k&z shall, upon request, provide Client with a copy of Client Data in a standard format within thirty (30) days; and (d) k&z shall delete Client Data from its systems within sixty (60) days, except as required by law.
11. Force Majeure
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay results from circumstances beyond the Party’s reasonable control (“Force Majeure Event”), including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions or sanctions, embargoes, power failures, telecommunications failures, internet disruptions, cyberattacks, failures in quantum hardware components (including cryogenic system failures, qubit decoherence events, and superconducting material defects), and supply chain disruptions affecting quantum computing components. The affected Party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact. If a Force Majeure Event continues for more than ninety (90) days, either Party may terminate the affected Order Form without penalty.
12. Governing Law and Dispute Resolution
12.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict of laws provisions.
12.2 Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be resolved through the following procedure: (a) the Parties shall first attempt to resolve the dispute through good-faith negotiation between senior executives within thirty (30) days of written notice; (b) if not resolved, the dispute shall be submitted to mediation administered by the Hong Kong International Arbitration Centre (HKIAC); (c) if mediation fails within sixty (60) days, the dispute shall be finally resolved by binding arbitration under the HKIAC Administered Arbitration Rules, with the seat of arbitration in Hong Kong, conducted in English by a panel of three (3) arbitrators.
13. General Provisions
13.1 Entire Agreement
This Agreement, together with all Order Forms and policies incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements.
13.2 Amendments
This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties.
13.3 Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Notices
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by internationally recognized overnight courier to the addresses specified in the applicable Order Form or, for k&z, to: K&z Limited, Legal Department, Flat 10198, 10/F, Liven House, No. 61-63 King Yip Street, Kwun Tong, Kowloon, Hong Kong, support@kandz.co.
13.6 Relationship of Parties
The Parties are independent contractors. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the Parties.
13.7 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.