Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Provenance Software PTE LTD ("Company," "we," "our," or "us"), a company incorporated in Singapore (UEN: 202412345A), regarding your use of the VeriPass platform and related services ("Services"). These Terms are governed by Singapore law.

2. Description of Services

VeriPass is a comprehensive supply chain compliance platform that provides:

• Material provenance tracking and chain of custody verification
• Regulatory compliance management and reporting
• Document analysis and verification services
• Supply chain visibility and audit trail capabilities
• Integration with existing business systems
• Professional consulting and support services

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal authority to enter into this agreement on behalf of your organization.

3.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy.

3.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4. Acceptable Use Policy

4.1 Permitted Use

You may use our Services only for lawful business purposes in compliance with these Terms and applicable laws.

4.2 Prohibited Activities

You agree not to:

• Use the Services for any illegal or unauthorized purpose
• Attempt to gain unauthorized access to our systems or other users' accounts
• Transmit malware, viruses, or other harmful code
• Reverse engineer, decompile, or disassemble our software
• Use automated systems to access the Services without authorization
• Share your account credentials with unauthorized third parties
• Submit false or misleading compliance information

5. Data and Privacy

5.1 Customer Data

You retain ownership of all data, information, and content you submit to our Services ("Customer Data"). We process Customer Data in accordance with our Privacy Policy.

5.2 Data Accuracy

You represent and warrant that your Customer Data is accurate, complete, and does not violate any third-party rights or applicable laws.

5.3 Data Security

We implement industry-standard security measures to protect your data, but you acknowledge that no system is completely secure.

6. Subscription and Payment Terms

6.1 Subscription Plans

Our Services are offered through various subscription plans with different features and pricing. Current plans and pricing are available on our website. All prices are quoted in Singapore Dollars (SGD) unless otherwise specified.

6.2 Payment

Subscription fees are billed in advance and are non-refundable except as expressly stated in these Terms or required by Singapore consumer protection laws. Late payments may result in service suspension after 30 days notice.

6.3 Price Changes

We may modify our pricing with 30 days' written notice to existing customers. Price changes will apply to subsequent billing periods and will not affect your current billing term.

6.4 Taxes and GST

You are responsible for all applicable taxes, duties, and government fees. Singapore Goods and Services Tax (GST) will be added to invoices for Singapore customers as required by law.

7. Service Level and Support

7.1 Service Availability

We strive to maintain 99.5% uptime for our Services, excluding scheduled maintenance and force majeure events.

7.2 Support

Support levels vary by subscription plan. We provide email support for all plans, with phone and priority support available for higher-tier plans.

7.3 Maintenance

We may perform scheduled maintenance with reasonable advance notice when possible.

8. Intellectual Property Rights

8.1 Our Rights

The VeriPass platform, including all software, content, and intellectual property, is owned by us and protected by copyright, trademark, and other intellectual property laws.

8.2 License Grant

We grant you a limited, non-exclusive, non-transferable license to use our Services in accordance with these Terms.

8.3 Customer Data Rights

You grant us a limited license to use your Customer Data solely to provide the Services and improve our platform functionality.

9. Compliance and Regulatory Matters

9.1 Regulatory Compliance

While our Services assist with compliance management, you remain solely responsible for ensuring your business operations comply with all applicable laws and regulations.

9.2 Accuracy Disclaimer

Our Services provide tools and analysis to support compliance efforts, but we do not guarantee the accuracy of compliance determinations or regulatory interpretations.

9.3 Professional Advice

Our Services do not constitute legal, financial, or professional advice. You should consult qualified professionals for specific compliance guidance.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY SINGAPORE LAW:

• OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• WE DISCLAIM ALL WARRANTIES EXCEPT AS EXPRESSLY STATED IN THESE TERMS

Note: Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under Singapore law.

11. Indemnification

You agree to indemnify and hold us harmless from any claims arising from your use of the Services, violation of these Terms, or infringement of third-party rights.

12. Term and Termination

12.1 Term

These Terms remain in effect while you use our Services or maintain an account with us.

12.2 Termination by You

You may terminate your account at any time by providing 30 days' written notice.

12.3 Termination by Us

We may suspend or terminate your access for breach of these Terms, non-payment, or other reasonable business reasons with appropriate notice.

12.4 Effect of Termination

Upon termination, your access to the Services will cease, and you may request export of your data within 90 days.

13. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, or network failures.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of Singapore, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes shall be resolved through binding arbitration under the Singapore International Arbitration Centre (SIAC) rules.

15. Modifications to Terms

We may modify these Terms at any time. Material changes will be communicated with 30 days' notice. Continued use after changes become effective constitutes acceptance.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between us regarding the Services.

16.2 Severability

If any provision is found unenforceable, the remaining provisions shall remain in full force and effect.

16.3 No Waiver

Our failure to enforce any provision does not constitute a waiver of future enforcement.

17. Contact Information

For questions about these Terms of Service, please contact us:

• Email: Use the contact form on our main website
• Phone: +855 15 633 310 (business hours)
• Address: Provenance Software PTE LTD, Singapore

We will respond to legal inquiries within 10 business days of receipt.