Part of PetroCompute
Master Services Agreement
GPU Compute & HPC
Infrastructure Services
Infrastructure Services
Document ref
PRIMA / MSA / 2026 / 000
Date of execution
Status
Draft — for execution
Classification
Confidential
Issuer
Prima Artificial Intelligence LLC · CR 1575008
Governing law
Sultanate of Oman · Muscat seat
This Master Services Agreement (“Agreement”) is executed as of .
Between
A.PRIMA ARTIFICIAL INTELLIGENCE LLC bearing Commercial Registration number 1575008, incorporated under the Commercial Companies Law of the Sultanate of Oman, having its registered address at P.O. Box 2393, PC 111, Special Economic Zone at Duqm, Al Wusta Governorate, Sultanate of Oman, hereinafter referred to as “Prima”, (which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) the FIRST PART;
And
B.[ Customer legal name ], a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation, and having its registered office at hereinafter referred to as “Customer”, (which expression shall unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns) the SECOND PART.
Prima and the Customer shall hereby individually be referred to as a “Party” and collectively referred to as “Parties”.
Master Services Agreement · PRIMA / MSA / 2026 / 000
Whereas
A.Prima is engaged in the business of developing, deploying, operating and commercialising large-scale GPU compute clusters and high performance computing (HPC) infrastructure for artificial intelligence, machine learning and related workloads, and provides dedicated AI compute capacity to its customers, with deployment across its facilities in the Sultanate of Oman and at an international deployment site in the Republic of India, in each case directly and/or through its contracted deployment partners (the “Prima Business”). Prima is a member of the PetroCompute Initiative, a consortium of technology and infrastructure partners.
B.The Customer is engaged in the business of [ ______________________________ ].
C.The Customer is desirous of availing Services from Prima, and Prima have agreed to provide such Services to the Customer in accordance with the terms and conditions set forth under this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement and for other good and valuable considerations, the Parties, intending to be legally bound, hereby agree as follows:
1.Definitions
1.1“Affiliate” shall mean, in relation to any person:
i.if that person is an individual, any person who is a relative of such person; and
ii.if that person (the “Subject Person”) is other than a natural person, any other person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person, or through the power to appoint over half of the members of the board of directors or similar governing body of such person or through any other arrangements. And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.
1.2“Agreement” means this Master Services Agreement, any SOF, addenda, exhibits and supplements thereto.
1.3“Applicable Laws” shall mean any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.
1.4“Customer” means:
1.4.1the entity signing this MSA, Service Order Form and other relevant documents. And:
1.4.2such Affiliates, if any, which signs only the Service Order Form and relevant documents with reference to this MSA.
Master Services Agreement · PRIMA / MSA / 2026 / 000
1.5“Customer Equipment” means all equipment or other tangible items (including without limitation, cabling) owned by the Customer and installed, stored or located in the Designated Customer Area by the Customer, except Prima Supplied Equipment. The definition excludes stored data and software loaded in Customer Equipment.
1.6“Designated Customer Area” means the area(s) or space(s) (including any rack space, full cabinets and / or cages) for use of the Services and for placement of the Customer Equipment and / or Prima Supplied Equipment.
1.7“Force Majeure” shall include, but not limited to, any of the following incidents, namely: war, pandemic or epidemics, quarantine, blockades, hostilities, civil disturbance, terrorism, insurrections, sabotage, hurricane, earthquake, tornados, revolution, riots, strikes, lockout, fire, storm, flood, failure of the internet, delay or interruption in transportation or any other cause that is not reasonably within the control of the party claiming Force Majeure and also such circumstance(s) which may be declared by the Government Authority as a Force Majeure ground.
1.8“Governmental Authority” shall mean any governmental authority or quasi-governmental body, whether foreign or domestic, including any department, agency, commission, bureau, or other administrative or regulatory bodies, courts, public utilities, and communication authorities, (e.g., the Telecommunications Regulatory Authority of the Sultanate of Oman, the Ministry of Transport, Communications and Information Technology, the Oman Data Protection authority, and similar bodies in any relevant jurisdiction, etc.)
1.9“Services” means any services provided by Prima to the Customer including the related support made available by Prima to the Customer under applicable Service Order Form.
1.10“Service Order Form” / “SOF” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and Prima, including any addenda, exhibits and supplements thereto. By entering into a Service Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
1.11“Prima Data Centre” shall mean any facility of Prima or Prima’s Affiliate(s), which is owned, leased, occupied, taken on leave and license, or used by Prima to provide Service(s).
1.12“Prima Supplied Equipment” means computer hardware, software, other tangible equipment and intangible computer code contained therein provided by Prima for use by the Customer as set forth in the SOF. This excludes the equipment’s the title whereof is passed on to the Customer.
2.Interpretation
2.1Words of any gender are deemed to include those of the other gender;
Master Services Agreement · PRIMA / MSA / 2026 / 000
2.2Words using the singular or plural number also include the plural or singular number, respectively;
2.3The terms “hereof”, “herein”, “hereby”, “hereto” and derivative or similar words refer to this entire Agreement or specified Clauses of this Agreement, as the case may be;
2.4The term “Clause” or “Schedule” refers to the specified Clause or Schedule of this Agreement;
2.5Heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;
2.6reference to any legislation or Applicable Law or to any provision thereof shall include references to any such Applicable Law as it may, after the Agreement Date, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that provision;
2.7reference to any agreement, document or any provision thereof shall include references to such agreement, document or provision thereof as it may from time to time, be amended, amended and restated, modified or supplemented;
2.8Reference to the word “include” shall be construed without limitation.
3.Scope of Services
3.1This Agreement shall principally govern the agreements formed under the related SOF herewith which will contain Services and commercial related specific terms provided by Prima.
3.2Subject to the terms of this Agreement and payment of charges, Prima shall provide the Customer Services as agreed under the SOF and a limited and non-transferable access to Prima Data Centre.
3.3Service Commencement Note (“SCN”):
3.3.1Prima will communicate to Customer about the provisioning of the Service(s) through a written note (i.e., SCN).
3.3.2Customer shall confirm the provisioning of Service(s) within the time frame as provided under the SCN from Prima.
3.3.3Service(s) shall be deemed to be delivered in case if there is no confirmation from the Customer as aforesaid and the date of Service provisioning as mentioned in the SCN shall be deemed as the billing commencement date for the particular Service(s).
3.3.4The Service(s) delivery date for individual Service(s) under a SOF may differ and billing of each line items shall commence for such services as and when they are provisioned/delivered.
Master Services Agreement · PRIMA / MSA / 2026 / 000
4.Payment and Invoicing
4.1Charges: The Customer shall pay the charges specified in SOF. Except as otherwise specified herein or in a SOF, (a) charges are based on the Services provided and (b) payment obligations are non-cancellable, and charges paid are non-refundable.
4.2Invoicing and Payment: All charges will be invoiced in advance or arrears as may be mutually agreed under the SOF and payment terms shall be more specifically set out in the Service Order Form.
4.3All invoice(s) dispute claims must be delivered through email to Prima within 5 working days from the date of receipt of invoice, else such invoice(s) shall be deemed not disputed by the Customer and amounts thereunder shall be payable by the Customer under this Agreement or the SOF, as the case may be. Further, credit notes, if any, raised by Prima shall be accepted by the Customer on or before 16th of the subsequent month to the month in which credit note is issued by Prima. If the Customer does not accept or reject the credit note within the time frame mentioned in this clause then Prima shall have the right to recover the Tax amount paid by Prima. In case the Customer rejects the credit note, the Customer shall provide Prima with the reason(s) for the same.
4.4All amounts payable by Customer in terms hereof shall be made without any deduction, set-off or counter claim and free and clear of any deduction or other charges of whatever nature imposed by any taxation or government authority save and except any withholding or deduction required to be made under Applicable Law (“TDS”) as per the rate prescribed under Applicable Law.
4.5Prima shall raise and issue a tax invoice for the Services pursuant to SOF(s) as per prevailing Value Added Tax laws and regulations of the Sultanate of Oman and shall forward the tax invoice to the registered email address of the Customer. Customer shall make payment of tax invoice as per credit period agreed in SOF.
4.6Customer shall inform Prima at least 10 days prior to the date of invoice of any modification to its tax registration certificate (“VAT”). Prima will mention correctly all requisite information on the invoice as required under the Applicable Tax laws, including but not limited to correct amounts, place of supply, rate of tax, and the tax registration number of the Customer as informed by Customer.
4.7Customer hereby acknowledges that under the Agreement, the place of supply under the Applicable Tax law shall be the place of supply as determined under a SOF signed by Customer. It shall be the responsibility of the Customer to notify Prima in writing 10 days prior to issuance of tax invoice, in case of deviation or disagreement with the place of supply as mentioned in the SOF and on rate of tax, billing location, tax classification code and other particulars stated in SOF.
Master Services Agreement · PRIMA / MSA / 2026 / 000
4.8Prima shall be responsible for performing all compliances and making payments of Value Added Tax collected from Customer as applicable under the Applicable Tax laws and regulations.
4.9Prima shall not be liable for any damages for loss of input tax credit to the Customer if it demonstrates that it complied with all Applicable Tax laws, rules and regulations and has filed all returns with correct details and the error or non-receipt of credit to the Customer is beyond its act and/or control.
4.10In case any reverse charge mechanism is applicable on the services availed by the Customer under the Applicable Tax law, Prima shall not charge the same on its invoice and the Customer shall be liable to account for and pay the Tax as applicable under the relevant reverse charge provisions.
4.11Prima shall issue a tax-compliant receipt voucher to the Customer where, in terms of the agreement, the Customer pays an advance amount for the supply of Services. Further, Prima shall issue a refund voucher as prescribed under the Applicable Tax law in case no supply is made and no invoice is raised, or the value of services is less than the advance amount paid;
4.12In the event the Customer fails to pay dues for Services as per related SOF, Prima reserves the right to suspend, discontinue and / or terminate the Services and take back Prima owned equipment, if any, by giving five (5) days’ written notice to Customer. Notwithstanding to aforesaid herein, Customer shall not be absolved of any duties, responsibilities or liability as agreed under this Agreement.
4.13Customer is under the obligation to inform Prima of any errors that needs to be corrected and any changes to be affected within 5 working days from the date of the Invoice. All changes and modification in the Tax Invoices will be done by issuing a Credit note and/or Debit note. No credit notes or debit notes will be issued after the expiry of the period prescribed under the Applicable Tax law following the financial year in which such services were provided.
4.14Where the Customer benefits from any tax exemption, zero-rating or free-zone status, the Customer shall provide and keep current all certificates or evidence required to support such treatment. In the event of non-submission of valid supporting evidence, Prima shall bill the Customer as per the prevailing Applicable Tax laws.
5.Customer’s Responsibilities for Services of Prima
5.1The Customer shall be responsible for compliance with this Agreement and terms of the SOF(s).
5.2The Customer’s use of Services shall be subject to terms and conditions of use and privacy policy as updated from time to time by Prima.
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5.3The Customer shall make payment to Prima vide the invoice raised as specified in the related SOF.
5.4The Customer shall inform Prima within [5] days about any changes or plans in its IT infrastructure that might affect the delivered Services.
5.5The Customer shall inform Prima within [5] days about any changes in use of the Service.
5.6The Customer shall ensure a prior written intimation of three (3) business days to Prima in advance to manage facilitation for Prima Data Centre visit.
5.7The Customer shall provide Prima with a list of all authorised personnel and approved maintainers who shall be entitled to enter the Prima Data Centre. The Customer will promptly inform Prima in writing of any changes to the list of authorised personnel and approved maintainers.
5.8The Customer shall ensure that those people approved to have access to the Prima Data Centre, are suitably competent to carry out the necessary tasks and that they are responsible for their own safety whilst on the Prima Data Centre site.
5.9Where the Customer or its authorised personnel enters the Prima Data Centre, it is the Customer’s responsibility to ensure that the Customer racks(s) are (where applicable) securely locked before the Customer or its authorised personnel leaves the Prima Data Centre.
5.10The Customer shall be responsible for the accuracy, quality and legality of the data of the Customer, the means by which the Customer acquired the data, the Customer’s use of the data with the Services.
5.11The Customer acknowledges and agrees that Prima exercises no control whatsoever over the content, voice, data, or the information passing through the network within Prima Data Centre premises including Customer’s website(s) and Customer shall be solely responsible for compliance of applicable laws and regulations in terms of information and content that Customer and its users transmit and receive.
5.12The Service provided by Prima shall be sized according to Customer’s requirements and Customer’s supplied information on current or expected usage. The sizing includes design, build and in life management and monitoring and all other services related aspects. In case of increased usage that exceeds the Service capacity, including platform, infrastructure and other Service related aspects, service levels and Service Addendum elements will no longer be guaranteed by Prima, until these are upgraded to accommodate the usage in accordance with a written agreement between the Parties.
Master Services Agreement · PRIMA / MSA / 2026 / 000
5.13Prima shall not be held liable for any direct or indirect damages (including without limitation, lost or corrupted data, lost profits or savings, loss of business, business disruption or other economic loss) arising out of security breaches, incorrectly supplied customer information including third party, malfunctioning or improperly working or improperly used or incompatible systems, hardware and or hardware components of the Customer.
5.14The Customer warrants not to reverse engineer, disassemble / decompile the Services or apply any other process / procedure to derive the source code of any software included in the Services, access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, resell the Services or misrepresent or embellish the relationship (imply affiliation except as expressly permitted by this Agreement).
5.15The Customer shall maintain such access, usage and security logs in respect of its use of the Services as may be required under Applicable Law, for the minimum retention period prescribed thereunder.
5.16Where required under Applicable Law, the Customer shall record and maintain appropriate network and access logs in respect of its deployment and use of the Services.
5.17The Customer shall maintain logs for a minimum period of 2 years.
6.Prima’s Responsibilities
6.1Performance: Prima shall provision and render Services as per the agreed scope of work under the SOF and shall honor the agreed Agreement.
6.2Insurance: Prima shall effect and maintain appropriate insurance for its equipment’s and facilities provided by Prima in terms of provision of Services.
6.3Support: Prima shall facilitate reasonable support to Customer as and when so required as part of the agreed scope of work or otherwise undertaken in writing.
6.4Data Protection: Prima shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of data of the Customer to prevent unauthorized access to data of the Customer.
7.Data Protection and Privacy
7.1‘Business Data’ means any data pertaining to data of the Customer and hosted in the Data Center facility of Prima. Unless otherwise agreed in writing under the scope of work or SOF, Prima shall have no visibility or control of the Business Data. Customer shall be solely responsible for the protection of its Business Data and shall ensure that the Business Data is under adequate security control.
Master Services Agreement · PRIMA / MSA / 2026 / 000
7.2‘Personal Data’ shall mean the data about any employee, director or signatory (natural person) of the Customer which is collected and processed by Prima for providing Services and other lawful purposes including the process of Know Your Customer (KYC).
7.3Customer is aware that Prima may collect Personal Data during the process of due diligence and for the purposes aforesaid in preceding paragraph while providing Services. Customer hereby gives consent to Prima to collect and process personal data in accordance with applicable laws and reasonable technical assurance.
7.4The Privacy Policy of Prima is available upon request, which describes how Prima collects, uses, handles, stores, processes, and/or transmits personal data. By executing this Agreement and/or by accessing or using the Services, the Customer hereby acknowledges that it has read and understood the Privacy Policy and expressly consents to the collection, use, processing, storage, disclosure, and transfer of personal data by Prima in accordance with the Privacy Policy and applicable law.
7.5The Parties shall comply with any data protection laws applicable to it in its processing of Personal Data pursuant to this Agreement.
8.Confidentiality
8.1The Parties shall endeavor to protect Confidential Information. In the context of the relationship under this Agreement, each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party (“Confidential Information”). Prima’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.
8.2Upon request by the disclosing party at any time during the term of the Agreement or within thirty (30) days of termination thereof, receiving party shall promptly return to the disclosing party or destroy at the disclosing party’s option all documents and materials (including computer media) containing any Confidential Information, together with any copies thereof which are in receiving party’s possession or control, provided that such information is in a form which is capable of delivery or destruction. Nothing in this section obliges a party to return or destroy any document or information which (i) must be retained for compliance purposes; (ii) is contained in backups which cannot be practicably deleted; or (iii) which must be retained as required by Applicable Law.
Master Services Agreement · PRIMA / MSA / 2026 / 000
9.Representation and Warranties
9.1Each Party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into this Agreement, and (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party.
9.2The Parties will not knowingly violate or infringe the rights of either party and/or any third party, including Intellectual Property Rights (“IPR”), contractual, employment, trade secrets, proprietary information, and non-disclosure rights, or any and shall not violate Applicable Law. Any trade secrets, inventions, copyrights, and other intellectual property that is conceived, made, or developed in whole or in part by Prima (including any developed jointly with) during or as a result of our relationship with Customer shall become and remain the sole and exclusive property of Prima (unless otherwise agreed in writing therefor).
9.3The Services shall be provided as per the service description under the SOF. The Service Level commitments shall be as per the Service Level Agreement (“SLA”) agreed in writing. The SLA shall be the only warranty about the service in contract and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose.
9.4The Parties agree that Prima shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s applications or third-party applications. Notwithstanding anything contained herein, parties agree that the Services may contain third party service component also such third party service provider shall be solely responsible and liable therefor as per the terms and conditions of such third party service contracts. Prima does not make any representation or warranty regarding the reliability, accuracy, completeness, authenticity, merchantability, non-infringement, correctness, or usefulness of the information and data, third-party applications, or services, and disclaims all liabilities arising from or related to such third party applications or services.
10.Indemnification
10.1Notwithstanding anything contained in this Agreement, the Parties shall defend, indemnify and hold harmless each other upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to:
i.breach or non-compliance of its representations or warranties;
ii.misrepresentation, gross negligence, fraud, willful concealment and misconduct;
iii.misuse of the Services provided by Prima for any illegal or unauthorized purposes;
iv.any claim related to breach of third party IPR; and
v.breach of Applicable Law.
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11.Limitation of Liability
11.1In no event, Parties, its directors, officers, employees, affiliates or agents shall be liable for any consequential, indirect, special, incidental or punitive damages, or any loss of profits, revenue, data or data use, arising out of, or relating to, the Services or the arrangements between the Parties.
11.2Prima shall not be liable for any damage or destruction of Customer equipment, tangible material or software or Business Data belonging to and is under the control of Customer resulting from any cause whatsoever other than gross negligence or willful misconduct of Prima.
11.3The liability of Prima in respect of the service performance shall be limited to the amount of service credits as agreed under the respective SLA.
11.4Save and except as aforesaid under this clause, in all other cases of liability claim, the cumulative maximum liability of Prima, its directors, officers, employees, affiliates or agents, whether in contract or tort or damages or indemnification claims or negligence, by statute or otherwise, including arising out of the work or deliverables or services offered by this Agreement, and regardless of the theory of liability, shall be limited to payment of incurred and suffered direct damages only and shall in no event exceed twenty five percent (25%) of the charges received by Prima in preceding Six (6) months from the date of such liability arises, from the Customer.
12.Term, Termination and Effect of Termination
12.1Term: The terms and condition herein and as contained shall be effective from the date of issue of the related SOF, and shall remain in force till the related Service(s) / SOF(s) is under contract.
12.2Term of Service(s) or SOF(s): The Service(s) duration of a Service(s) / SOF(s) shall be mentioned in the SOF and shall be the initial contract period therefor. Service(s) specific contractual terms and conditions shall be mentioned in the respective SOF. Unless otherwise stated in the relevant SOF, the contracted capacity shall be provided on a take-or-pay basis for an initial firm term of three (3) years, followed by an extension period of two (2) years, during which extension period the Customer may elect to terminate the relevant SOF with effect from the end of the third (3rd) year by giving Prima not less than ninety (90) days’ prior written notice. If the Customer does not exercise such break right in accordance with the SOF, the SOF shall continue for the full five (5) year period on the same take-or-pay basis. The exercise of the break right shall not relieve the Customer of any payment obligations accrued, or charges contracted to be paid, in respect of the firm three (3) year period.
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12.3Termination:
(i)Prima may terminate this Agreement (a) if the Customer commits a breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Customer, within a period of thirty (30) days from the date of issue of notice by Prima informing the Customer of such breach or (b) by providing thirty (30) days prior written notice to the Customer; non-payment of invoiced amount within the applicable due date shall constitute material breach of this Agreement.
(ii)Prima may suspend / terminate this Agreement forthwith in the event (a) Prima or the Customer is restricted, prohibited or constrained under Applicable Law from continuing to provide or avail Services respectively, under this Agreement, (b) the Customer acts in violation of Applicable Law, (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) days, or (d) liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.
12.4Effect of Termination
12.4.1Service(s) under the contract shall terminate with immediate effect of termination and with no liability on Prima.
12.4.2Customer shall be liable to pay and Prima will be entitled to receive accrued or outstanding payment (if any) in accordance with the related SOF and have the rights of an unpaid seller under Applicable Laws.
12.4.3Service(s) running under existing SOF(s) shall continue to be governed by the terms and conditions of this Agreement till full and final settlement of the Service(s) accounts.
12.4.4Parties shall forthwith cease usage of all Intellectual Property Rights of the other party to this Agreement.
12.4.5Access to the Customer allotted space within Prima Data Centre (except common areas such as reception, etc.), may be suspended or terminated. However, access to aforesaid areas shall be allowed only subject to clearance of payment of dues.
12.4.6Prima shall, within fifteen (15) days of such termination or conclusion of term, purge the Customer’s data residing in any equipment facilitated by Prima during the service term, including the server(s), without any further notice to Customer and use such equipment for its other business operations.
12.4.7If the Designated Customer Area is not vacated within the timeline specified, the Customer shall pay 200% of the Monthly recurring charges from the date of termination till the Designated Customer Area is returned to Prima.
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12.4.8Notwithstanding anything to the contrary contained in this Agreement, in the event the Customer fails to pay Prima all dues owed under this Agreement ten (10) days from the date of termination of this Agreement, Prima shall have the right to restrict the Customer / its representatives from accessing the Designated Customer Area and the Customer Equipment and will have right to retain the Customer Equipment until the Customer pays the dues as aforesaid (without being liable to prosecution or damages).
13.General Provisions
13.1Third Party Service Providers: Prima may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services.
13.2Performance of obligation: Prima shall be exempted from performance hereunder, without any liability, to the extent that performance is prevented, delayed or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, a virus attack on the Customer’s system leading to disruption, issues with File Transfer Protocol access from the Customer’s system, emergency maintenance upgrades or government restrictions (including the denial or cancellation of any licenses).
13.3Anti-Corruption: The Customer agrees and confirms that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Prima in connection with this Agreement.
13.4Entire Agreement and Order of Precedence: This Agreement along with the Service Order Forms represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. For clarity, the provisions of this Agreement supersede any earlier non-disclosure or confidentiality agreements, purchase orders or in any other Customer documentation (excluding Service Order Forms). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Service Order Form, (2) this Agreement and (3) Acceptable Use of Products and Services (available at: https://www.petrocompute.ai/acceptable-use-of-products-and-services/) and Privacy Policy.
13.5Relationship: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.6Waiver: No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
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13.7Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
13.8Assignment: The Customer shall not assign any of its rights and obligations under this Agreement without the prior written consent of Prima. Prima may, in its sole and absolute discretion, assign, novate, transfer or otherwise dispose of any or all of its rights and obligations under this Agreement or any part thereof including but not limited to the right to payments, to any of its Affiliates, successors, associates or any other third parties or Persons in order to exercise any of the rights or perform any of the obligations under this Agreement, and the Customer shall, at Prima’s intimation, enter into an appropriate agreement with such Affiliates, successors, associates or any other third parties or Persons in such form as Prima may specify in order to enable Prima to exercise its rights pursuant to this Clause. A change in the legal status of Prima shall not affect the validity of this Agreement and this Agreement shall be binding on any successor to Prima.
13.9No Tenancy Contract: Customer agrees and acknowledges that this Agreement is merely a Service Agreement and neither intended nor constitutes a lease, leave and license or any mode of tenancy agreement of any real estate, or the creation of any real estate interest in any part and parcel of the Prima Data Centre from where the Service is rendered. Customer has no rights as a tenant or otherwise under any applicable tenancy laws.
13.10Amendment: This Agreement may not be modified except by an instrument in writing signed by the duly authorized representatives of the Parties.
13.11Audit: In case the Customer desires to audit the Services contracted, the Customer shall notify Prima with at least Fifteen (15) days’ prior written notice for such audit. The scope and timelines of the audit shall be mutually agreed between Customer and Prima in writing. In a year more than two audits shall attract commercials depending on mutually agreed scope.
13.12Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
13.13Arbitration: Any disputes, controversies or disagreements relating to this Agreement, including but not limited to any question regarding its existence, validity or termination, shall be settled amicably by the Parties. In case of failure of the Parties to settle such dispute/s within fifteen (15) days of one Party giving notice of such dispute / breach to the other Party, either Party shall be entitled to refer the dispute to the sole arbitrator who shall be appointed by mutual agreement of both the Parties. The arbitration proceedings shall be seated and conducted in Muscat, Sultanate of Oman, and the same shall be governed by the Oman Arbitration Law (Royal Decree 47/97) in force or any subsequent amendment or re-enactment thereof. The language of arbitration shall be English.
Master Services Agreement · PRIMA / MSA / 2026 / 000
13.14Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Sultanate of Oman, without regard to conflict of law principles. The courts, tribunals, councils, forums and other dispute resolution bodies in the Sultanate of Oman shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with this Agreement.
13.15Notice: The Customer shall direct notices under this Agreement to the following address. Attn:
i.helpdesk@petrocompute.ai — for any non-legal general communication; and
ii.legal@petrocompute.ai — for any Legal Notice communication.
13.16Survival: Clause 1 (Definitions), Clause 4 (Payment and Invoicing), Clause 5 (Customer Responsibilities), Clause 6 (Prima Responsibilities), Clause 7 (Data Protection and Privacy), Clause 8 (Confidentiality), Clause 9 (Representation and Warranties), Clause 10 (Indemnification), Clause 11 (Limitation of Liability), Clause 12 (Term, Termination and Effect of Termination) and Clause 13 (General Provisions) shall survive termination or expiration of this Agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement through their authorized signatories.
Signatory details
For and on behalf of
Prima Artificial Intelligence LLC
Prima Artificial Intelligence LLC
Ammar Taiyeb Ali Laskarwala
Manager / Authorised Signatory
ammar@petrocompute.ai
Date ___________________
For and on behalf of
[ Customer ]
[ Customer ]
[ Name ]
[ Designation ]
[ Signatory email ]
Date ___________________