Terms of Use

1. YOUR RIGHTS

During the applicable Subscription Term, and subject to Your compliance with these Terms, QMIN grants You limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service(s) solely for Your internal business operations, in accordance with the applicable Requisition Form.

2. YOUR RESPONSIBILITIES

1. Your Account: Your access to and use of the Service(s) is limited to the number of individual Users authorized under the applicable Requisition Form, if any, executed between You and Us. Each User must be assigned unique login credentials, including a username and password (“User Login”), which may be used only by the individual to whom such credentials are assigned and may not be shared or reused. You are solely responsible for safeguarding the confidentiality and security of your Account and all User Logins, and for all activities conducted through or in connection with them.
2. Acceptable Use Policy: You agree that you shall not, directly or indirectly:
   1. make the Service(s) available to any third party or otherwise commercialize the Service(s), including by licensing, sublicensing, selling, reselling, renting, leasing, assigning, transferring, distributing, time-sharing, or similar arrangements, except to authorized Users strictly for your internal business purposes as expressly permitted under these Terms;
   2. alter, adapt, interfere with, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service(s), or seek to obtain unauthorized access to the Service(s) or any related systems or networks;
   3. store, transmit, or process Sensitive Personal Information through the Service(s), except where such processing is expressly supported by the Service(s) and governed by a valid and applicable data processing agreement;
   4. use the Service(s) to store or transmit Customer Data in a manner that violates applicable laws or regulations, including laws relating to privacy, intellectual property, or export controls;
   5. store, transmit, or make available any content that violates applicable laws or regulations of Singapore or any other applicable jurisdiction;
   6. knowingly upload, transmit, or distribute viruses, malware, trojan horses, time bombs, or any other harmful or malicious code or software;
   7. access or extract data from the Service(s) through crawling, scraping, spidering, or similar automated or manual means;
   8. impersonate any individual or entity, or falsely represent or misstate your affiliation with any person or organization;
   9. use the Service(s) in any manner that could damage, disrupt, overload, impair, or otherwise interfere with the functioning of the Service(s), servers, or networks, or with another user’s access to or use of the Service(s); or
   10. attempt to gain unauthorized access to the Service(s), other user accounts, or connected systems or networks, including through password mining or similar techniques.
3. Representation and Warranty: You represent and warrant that You own, or have obtained all necessary rights, licenses, consents, and permissions, to submit and share Customer Data to Us, and that such submission and transmission do not infringe or violate any applicable law or any third party’s proprietary or privacy rights.
4. Restricted Activities: We may, upon providing reasonable justification, notify You that a particular activity or use case is prohibited due to a material risk to the security, integrity, or availability of the Service(s). Upon such notice, You shall immediately discontinue the identified activity. Any continued engagement in such prohibited activity shall be at Your sole risk and liability, and We reserve the right to suspend or terminate Your Account with immediate effect, without compensation or liability.

3. SERVICE(S)

1. Demonstration: Upon your request, We may, at Our sole discretion, grant You temporary access to the Service(s) for evaluation or demonstration purposes by creating one or more trial accounts for a limited duration (“Demo Period”). Use of the Service(s) during the Demo Period shall be governed by these Terms and any additional conditions communicated by QMIN. QMIN reserves the unrestricted right to suspend or terminate the Demo Period or Your access to the Service(s) at any time, for any reason, and without any obligation or liability to You.
2. Enhancements and Updates: Certain features of the Service(s) may be made available at no charge for a limited time as specified in the applicable Requisition Form. Upon expiration of such period, continued access to or use of those features shall be subject to the fees set out in the relevant Requisition Form. All enhancements, modifications, new functionalities, and updates to the Service(s) (“Updates”) shall be subject to these Terms, and QMIN may introduce or deploy such Updates at its discretion and at any time.
3. Availability: The Service(s) may be temporarily unavailable due to scheduled downtime for upgrades and maintenance, in which case We shall make reasonable endeavours to notify You in advance.

4. Data Security

1. Except for the limited license expressly granted to you under Clause 1, all rights, title, and interest in and to the Service(s), including all associated intellectual and proprietary rights such as patents, inventions, copyrights, trademarks, service marks, domain names, trade secrets, and know-how (collectively, “Intellectual Property Rights”), are and shall remain the exclusive property of Us, Our affiliates, and Our licensors.
2. You retain all ownership rights in the Customer Data submitted by you to the Service(s), and nothing in these Terms shall be construed as transferring ownership of such Customer Data to Us. To enable Us to operate, maintain, and provide the Service(s), You grant Us a worldwide, non-exclusive, royalty-free license to host, store, process, use, reproduce, modify, and adapt the Customer Data solely for those purposes.
3. In addition, any suggestions, ideas, enhancement requests, recommendations, or other feedback You voluntarily provide regarding the Service(s) may be freely used, implemented, incorporated, and exploited by Us on a perpetual, irrevocable, and royalty-free basis for any purpose related to the development, improvement, or enhancement of the Service(s), without attribution or compensation to You.
4. All rights not expressly granted to you under these Terms are reserved by Us.

5. THIRD-PARTY SERVICES

1. You acknowledge that any Third-party Services enabled, integrated, or accessed in connection with the Service(s) are governed solely by the terms, conditions, and privacy policies of the applicable third-party providers. We do not control, endorse, or assume any responsibility or liability for your access to or use of such Third-party Services, including the processing, storage, or handling of any data by such providers. Any issues, claims, or disputes arising from Third-party Services must be addressed directly with the relevant third-party provider.
2. Our access to any Third-party Services integrated by you shall be limited strictly to those services you expressly authorize and only to the extent necessary to provide the Service(s). Except as expressly permitted by you and solely for such purpose, we shall not access, attempt to access, or interfere with your accounts or data held with any Third-party Service.

6. CHARGES AND PAYMENT

1. Subscription Charges: All fees payable for your Account shall be determined in accordance with the subscription plan selected by You and the pricing specified in the applicable Requisition Form (collectively, the “Subscription Charges”). Subscription Charges are payable in full and in advance at the time you subscribe to the Service(s), in accordance with Clause 6.2. Except as expressly provided under these Terms or required by applicable law, all Subscription Charges are non-refundable.
2. Payment Terms: You authorize Us, or Our authorized payment processors, to invoice and collect payment for the Service(s) upon your initial subscription and upon each renewal. Unless otherwise specified in the applicable Requisition Form, all invoices shall be payable within thirty (30) days from the date of issuance.
3. Late or Non-Payment: If payment of any Subscription Charges is not received by the applicable due date, we shall issue a written reminder notice (“Reminder Notice”). Payment must be received within ten (10) days from the date of the Reminder Notice. Failure to remit payment within such period may, without prejudice to any other rights or remedies available to us under law, result in one or more of the following actions, at our discretion:
   1. the imposition of interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower;
   2. suspension of your access to and use of the Service(s) until full payment is received; and/or termination of your Account.
4. Taxes: Unless expressly stated otherwise in the applicable Requisition Form, Subscription Charges are exclusive of all applicable taxes, levies, duties, or governmental assessments, including Goods and Services Tax (GST), value-added tax, sales tax, use tax, or withholding tax (collectively, “Taxes”). You shall be solely responsible for the payment of all such Taxes arising from your purchase or use of the Service(s).
5. Upgrades and Downgrades: You may request an upgrade to your subscription plan at any time during the applicable Subscription Term by executing a revised Requisition Form, and the revised charges shall apply from the effective date specified therein. Downgrades are not permitted during an active Subscription Term and may take effect only upon renewal of the Subscription Term, subject to timely notice in accordance with Clause 7.1. Any approved downgrade shall apply prospectively to the renewed term and shall not affect the charges for the then-current Subscription Term.

7. TERM, TERMINATION AND SUSPENSION

1. Term and Renewal: The duration of your subscription (“Subscription Term”) shall be as specified in the applicable Requisition Form. Unless you provide written notice of non-renewal or downgrade at least thirty (30) days prior to the expiry of the then-current Subscription Term, your subscription shall automatically renew for a further term of equal length at the Subscription Charges then in effect. We reserve the right to revise the applicable Subscription Charges at the commencement of any Subscription Term, including any automatically renewed term, provided that we give you not less than sixty (60) days’ prior written notice of such revision.
2. Termination by You: You may terminate one or more of your Account(s) if we commit a material breach of these Terms, provided that you first give us written notice specifying the breach and allow us a cure period of not less than thirty (30) days to remedy such breach. If the breach remains uncured at the end of the cure period, you may terminate the affected Account(s), and we shall refund to you, on a pro rata basis, the Subscription Charges prepaid for the unused portion of the remaining Subscription Term.
3. Suspension and Termination by Us: We may suspend your access to, or use of, the Service(s) if you are in breach of these Terms. Where reasonably practicable, we will notify you of the breach and, at our discretion, provide a period of fifteen (15) days (the “Cure Period”) to remedy or cease the non-compliant activity. If the breach is not cured within the Cure Period, or if we reasonably determine that the breach is incapable of cure, we may terminate your Account. We may also terminate any Demo Period in accordance with Clause 3.1. In addition, we reserve the right to terminate your Account at any time upon written notice for legitimate business reasons, including the discontinuation of the Service(s).
4. Termination for Insolvency: Either Party may terminate these Terms with immediate effect by written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, becomes subject to voluntary or involuntary bankruptcy proceedings (excluding involuntary proceedings dismissed within sixty (60) days), or has a receiver or trustee appointed over substantially all of its assets.
5. Effect of Termination: Upon termination of your Account for any reason, your right to access and use the Service(s) shall immediately cease. We will retain Customer Data in our possession for a period of sixty (60) days from the effective date of termination (the “Data Retention Period”) to allow you to retrieve such data. Upon expiry of the Data Retention Period, we may permanently and irreversibly delete all Customer Data in our possession, unless otherwise required by applicable law.

8. CONFIDENTIALITY; DATA PRIVACY AND SECURITY

1. You shall keep all user credentials, authentication details, and security information strictly confidential and shall not disclose them to any third party, except to authorised Users for permitted use of the Service(s). QMIN may disable, suspend, or restrict access to the Service(s), in whole or in part, where QMIN reasonably determines that You have failed to comply with these Terms or where such action is necessary to protect the security or integrity of the Service(s) or Customer Data. QMIN shall not be responsible for unauthorised access, activity, or data loss to the extent caused by Your failure to safeguard credentials or comply with reasonable security practices, provided that nothing in this clause limits QMIN’s obligations under applicable data protection laws or for losses arising from QMIN’s wilful misconduct or fraud

1. Each Party shall protect the other Party’s Confidential Information using reasonable care and may use such information solely to perform its obligations under these Terms. Disclosure shall be limited to personnel with a legitimate need to know and subject to confidentiality obligations no less protective than those herein. This clause supersedes any prior confidentiality agreements insofar as they relate to Customer Data.
2. We shall implement appropriate technical and organizational measures, in compliance with applicable law, to protect Customer Data and shall notify you without undue delay of any personal data breach affecting such data.
3. To the extent Customer Data includes Personal Data, we shall process such data solely on your behalf as a data processor, or as a data controller where applicable, in accordance with these Terms, any applicable data processing agreement, and our Privacy Policy. Customer Data shall be processed only to provide, maintain, support, and improve the Services or to comply with lawful requirements.
4. You represent that you comply with all applicable data protection laws and have obtained all required consents and authorizations for the processing of Personal Data. We may access or disclose information where required by law or to enforce these Terms. We shall reasonably assist you, at your expense, in meeting applicable data protection obligations.

9. DISCLAIMER OF WARRANTIES

1. The Service(s) are provided on an “as is” and “as available” basis. To the fullest extent permitted under applicable law, and except as expressly stated in these Terms, QMIN disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, or title. Nothing in these Terms excludes or limits any warranty, right, or remedy that cannot be excluded or limited under applicable law.
2. You acknowledge that the Service(s) are provided over the internet and may be subject to limitations, delays, interruptions, or other issues inherent in the use of third-party networks, hosting providers, or communications infrastructure. Accordingly, QMIN does not warrant that the Service(s) will be uninterrupted, error-free, or continuously available. Notwithstanding the foregoing, QMIN shall use commercially reasonable efforts to maintain the availability and security of the Service(s) and to protect the Service(s) from known security threats in accordance with applicable law. QMIN does not warrant that the Service(s) will be free from all vulnerabilities, viruses, or other harmful components, provided that nothing in this clause limits QMIN’s obligations in respect of data protection, confidentiality, fraud, or wilful misconduct

10. LIMITATION OF LIABILITY

1. Exclusion of Indirect and Consequential Damages: To the fullest extent permitted by applicable law, neither Party shall be liable to any person for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, revenue, sales, goodwill, data, use, business interruption, anticipated savings, or business opportunity, arising under any theory of liability, whether in contract, tort, warranty, breach of statutory duty, negligence, or otherwise, even if such damages were foreseeable or a Party had been advised of the possibility of such damages. For the avoidance of doubt, loss or corruption of Customer Data shall be deemed indirect or consequential damage, except where such loss arises from a Party’s wilful misconduct or fraud.
2. Cap on Aggregate Liability: To the maximum extent permitted by applicable law, QMIN’s total aggregate liability, together with that of its affiliates, officers, employees, agents, suppliers, and licensors, arising out of or relating to the Service(s), whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed the total Subscription Charges actually paid by You for the Service(s) in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall liability be cumulative across multiple claims or Subscription Terms
3. Exceptions to Limitations: The limitations and exclusions of liability set forth in this Clause shall not apply to:

(a) a Party’s indemnification obligations expressly set out in Clause 11;

(b) a Party’s breach of its confidentiality obligations under Clause 8, but only to the extent of direct losses;

(c) any liability arising from a Party’s fraud or wilful misconduct or gross negligence;

(d) liability for death or personal injury resulting from a Party’s negligent acts or omissions; or

(e) any other liability that cannot be limited or excluded by applicable law..

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11. INDEMNIFICATION

1. Indemnification by You: You shall indemnify, defend, and hold harmless Us and Our affiliates, officers, directors, employees, and agents (“QMIN Indemnified Parties”) from and against any third-party claims, demands, actions, or proceedings finally awarded by a court or settled with Your consent arising out of or relating to: (i) Your gross negligence or wilful misconduct in connection with these Terms;(ii) Your material breach of these Terms; or (iii) Your violation of applicable law or infringement of any third-party intellectual property or privacy rights, in each case, to the extent such claim is caused by Your acts or omissions, provided that: (a) We promptly notify You in writing of the claim and provide reasonable details thereof;(b) You shall have control over the defence and settlement of the claim, provided that
   (a) no settlement admitting fault or liability on behalf of any QMIN Indemnified Party, (b) no settlement imposing non-monetary obligations on QMIN, or (c) no settlement affecting QMIN’s intellectual property or business practices, may be entered into without Our prior written consent, such consent not to be unreasonably withheld or delayed; and (c)We shall reasonably cooperate with You in the defence, at Your reasonable expense. This Clause 11.1 shall not apply to the extent that a claim arises from: (i) QMIN’s breach of these Terms, (ii) QMIN’s negligence or wilful misconduct; or (iii) the Services, as provided by QMIN and used in accordance with these Terms, infringing third-party intellectual property rights. The indemnity obligations under this Clause shall be subject to the limitations of liability set out in Clause 10, except where such limitation is prohibited under applicable law.‍
2. Indemnification by Us: Subject to Your compliance with these Terms, We shall indemnify and hold You harmless from and against any third-party claim alleging that the Services, as provided by Us and used in accordance with these Terms, infringe or misappropriate such third party’s valid and enforceable patent, copyright, or trademark (each, an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay any damages finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Us, including reasonable attorneys’ fees, provided that: (a) You promptly notify Us in writing of such IP Claim and provide reasonable details thereof (b) We shall have exclusive control over the defence and settlement of such IP Claim, provided that no settlement shall impose any admission of liability, non-monetary obligation, or material restriction on You without Your prior written consent, such consent not to be unreasonably withheld or delayed; and (c) You fully cooperate with Us in connection with the defence of such IP Claim, at Our expense. We shall have no obligation or liability under Clause 11.2 to the extent an IP Claim arises from: (i) Your specifications, instructions, Customer Data, or designs; (ii) any modification, alteration, or customization of the Services not made by or on behalf of Us; or (iii) the combination or use of the Services with products, software, systems, or data not provided or expressly approved in writing by Us, where the Services, standing alone, would not be infringing. If the Services become, or in Our reasonable opinion are likely to become, the subject of an IP Claim, We may, at Our option and expense: (a) procure for You the right to continue using the affected Services;
   (b) modify or replace the affected Services to render them non-infringing without materially reducing their core functionality; or (c) if neither option is commercially reasonable, terminate the affected Services and refund to You, on a pro-rata basis, the Subscription Charges paid for the unused portion of the applicable Subscription Term. This Clause 11 sets forth Our sole and exclusive liability, and Your sole and exclusive remedy, with respect to any IP Claim arising out of or relating to the Services, except to the extent such limitation is prohibited under applicable Singapore law.

12. MISCELLANEOUS

1. Assignment: You shall not assign, transfer, delegate, novate, or otherwise dispose of, whether by operation of law or otherwise, these Terms or any of your rights or obligations hereunder without Our prior written consent, which shall not be unreasonably withheld or delayed, except that such consent shall not be required for an assignment in connection with a merger, amalgamation, restructuring, or sale of all or substantially all of Your business or assets. Any attempted assignment in violation of this clause shall be null and void. We may, without Your consent, assign or transfer these Terms, in whole or in part, to any affiliate or in connection with any merger, amalgamation, consolidation, corporate restructuring, acquisition, or sale of all or substantially all of Our business or assets. Subject to the foregoing, these Terms shall be binding upon and shall inure to the benefit of the Parties and their respective lawful successors and permitted assigns.
2. Amendment: We reserve the right to amend or modify these Terms from time to time. We will provide You with not less than ten (10) days’ prior written notice of any material amendment before it becomes effective. If a material amendment adversely affects Your rights or obligations, You may terminate the affected subscription by providing written notice prior to the effective date of such amendment. Continued use after the effective date shall constitute acceptance.
3. Severability; No Waiver: If any provision of these Terms is held unenforceable by a court of competent jurisdiction, it shall be severed or enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect. No failure or delay by us in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of the same or any other right, power, or remedy.
4. Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
5. Survival: All provisions of these Terms which by their nature are intended to survive termination or expiry shall survive, including without limitation provisions relating to intellectual property rights, confidentiality, data protection, fees and payment obligations, warranties and disclaimers, limitations of liability, indemnities, dispute resolution, governing law, and miscellaneous provisions.Termination or expiry of these Terms shall not affect or limit either Party’s rights or liabilities accrued prior to such termination or expiry, nor any claim arising from a breach of these Terms occurring before termination.
6. Notices and Consent to Electronic Communications: All notices issued by us under these Terms shall be in writing and may be delivered either (i) by a nationally recognized overnight courier to the mailing address provided by you at the time of subscription, or (ii) by electronic mail to the email address associated with your Account. Our address for service of notices is QMIN PTE LTD, 160 Robinson Road, #14-04 Singapore Business Federation Building, Singapore: 068914, with a copy to info@qmin.ai electronic mail. Notices shall be deemed effective upon transmission if sent by email, or, if sent by courier or mail, upon actual receipt or two (2) business days after dispatch, whichever occurs earlier.
7. Publicity Rights: You grant Us a non-exclusive, royalty-free right to use Your name, trademark, and logo (“Your Marks”) solely to identify You as Our customer in Our marketing, sales, and promotional materials, including on Our website and social media platforms. You may revoke this authorisation at any time by written notice, provided that such revocation shall not affect materials already published prior to receipt of such notice.
8. Governing Law and Dispute Resolution: These Terms shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration seated in Singapore, in accordance with the Singapore Arbitration Act, by a sole arbitrator mutually appointed by the Parties. The language of arbitration shall be English. The arbitral award shall be final and binding. The courts of Singapore shall have jurisdiction solely for interim relief and for the enforcement of any arbitral award.
9. Entire Agreement: These Terms, together with any Requisition Forms, constitute the entire agreement between the Parties and supersede all prior or contemporaneous agreements, understandings, or arrangements relating to the subject matter hereof. In the event of any inconsistency between a Requisition Form and these Terms, these Terms shall prevail. Where there is a conflict between two Requisition Forms, the Requisition Form bearing the later date shall prevail.
10. Force Majeure: Except for the obligation to pay Subscription Charges, neither Party shall be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure results from events beyond such Party’s reasonable control, including acts of God, governmental actions, terrorism, civil unrest, pandemics, epidemics, labour disputes, or technical or internet failures. The affected Party shall use reasonable efforts to notify the other Party of the force majeure event and to resume performance as soon as reasonably practicable..
11. Grievance Officer: QMIN shall designate a contact person for regulatory or compliance communications in accordance with applicable Singapore law. Current contact details are set out below and may be updated from time to time upon written notice.

Email: info@qmin.ai

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Unless otherwise defined in these Terms, the following capitalized terms shall have the meanings set forth below

1. Account: means any account or instance created by You or on Your behalf for the purpose of accessing and using the Service(s).
2. API: means the application programming interfaces developed by, enabled for, or licensed to us that allow access to specific functionalities of the Service(s) in accordance with Documentation.
3. Confidential Information: means and includes all information disclosed by one Party to the other Party that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. For the purposes of these Terms, Customer Data shall be deemed to be your Confidential Information. Confidential Information does not include information that: (a) was publicly available at the time of disclosure without breach of any obligation; (b) becomes publicly available after disclosure through no fault of the receiving Party; (c) was lawfully in the receiving Party’s possession prior to disclosure, as evidenced by its records; (d) is lawfully obtained from a third party without breach of any confidentiality obligation; (e) is independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information; or (f) is required to be disclosed by law or legal process, provided that, to the extent permitted by law, the receiving Party gives prior written notice to allow the disclosing Party to seek protective relief.
4. Customer Data: means all electronic data, content, messages, text, or other information, including Personal Data of Users and End Users, submitted to the Services by You or on Your behalf through your Account in connection with Your use of the Services.
5. Documentation: means any written or electronic materials, including manuals, guides, images, videos, text, or audio content, describing or specifying the features, functions, or operation of the Service(s), as made available by Us to You or Your Users or Your Users from time to time.
6. End User: means any individual or legal entity, other than You or Your Users, with whom You interact through or in connection with the use of the Service(s).
7. Requisition Form: means any service order form, requisition form, or statement of work mutually agreed and executed by the Parties and specifies the Service(s) subscribed to, applicable features or functionalities, pricing, and the Subscription Term.
8. Personal Data: means data relating to a living individual who is or can be identified either from such data or from the data and other information to which QMIN has or is likely to have access or come into the possession thereof.
9. Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.
10. Sensitive Personal Information: means Personal Data that, if disclosed, could reasonably be expected to cause significant harm to an individual, including government-issued identification numbers, financial account information, health data, biometric identifiers, authentication credentials, and such other categories as may be designated as sensitive under applicable data protection laws..
11. Service(s means the cloud-based proprietary platform made available by QMIN that enables enterprises to track sales commissions and incentive compensation, together with any additional services QMIN may offer for subscription, and all updates, enhancements, modifications, or improvements thereto, including the Software, APIs, and Documentation.
12. Software: means any software made available by us, whether by download or through internet-based access, that enables you to access or use any functionality of the Service(s).
13. Subscription Term: means the period during which you are authorized to access and use the Service(s), as specified in the applicable Requisition Form.
14. Third-party Service(s): means any third-party applications, software, or services that interoperate or integrate with the Service(s), whether through APIs or otherwise, and that require You to maintain a separate contractual relationship with such third-party providers.
15. User: means any individual authorized by You to access and use the Service(s) under Your Account, including administrators, employees, contractors, or agents.
16. Website(s): means the websites owned and operated by us, including [●].

1. Governance and Order of Precedence: Your purchase of any implementation or onboarding services (“Implementation Services”) shall be governed by this Schedule and the applicable statement of work (“SOW”) executed between the Parties. The SOW shall define the scope, deliverables, timelines, and fees for the Implementation Services. In the event of any conflict, the following order of precedence shall apply, unless expressly stated otherwise: (i) Master Agreement, (ii) this Schedule I, (iii) the applicable SOW, and (iv) any Requisition Form. Details relating to the Service(s), subscription, and ongoing support shall be governed by the applicable Requisition Form, to the extent such terms do not conflict with the Master Agreement, this Schedule I, or the SOW.
2. Scope & Change Management: The scope of Implementation Services is fixed as set forth in the SOW. Any changes, additions, revisions, or extensions to scope or timelines, including without limitation custom integrations, data migrations, bots, onsite work, or features not expressly included in the SOW shall be treated as out-of-scope and may be performed only pursuant to a mutually executed written amendment to the SOW specifying the revised scope, fees, and timelines, and may result in revised scope, charges and fees, payable in accordance with the payment terms specified in the amendment, and no obligation to perform shall arise until such amendment is executed.
3. Delay Attribution & Force Majeure: QMIN shall not be responsible for delays caused by Your acts or omissions, including failure to provide timely access, data, information, facilities, cooperation, or approvals, or due to events beyond QMIN’s reasonable control in accordance with the Force Majeure provisions of the Master Agreement. Implementation Services are non-cancellable and all related fees are non-refundable except in the event of QMIN’s material breach that remains uncured even after written notice and a reasonable cure period of not less than thirty (30) days. Any refund, where applicable, shall be limited to the fees paid for the affected and unperformed portion of the Implementation Services.
4. Mode of Delivery and Onsite Services: Implementation Services shall be provided remotely unless otherwise agreed in writing. Where onsite support is approved, you shall bear all pre-approved travel, accommodation and related expenses and shall provide timely access to required hardware, software, or resources and personnel.
5. Data Migration Responsibilities: Where data migration is included, You shall provide complete, accurate and lawful data in the format specified by QMIN, along with necessary permissions and API access. QMIN shall not directly access Your internal systems unless otherwise agreed to in writing. You are responsible for data extraction, accuracy, completeness, and validation. QMIN shall perform only one (1) production migration per data set, and any re-migration requests shall be considered as mutually agreed from time to time . If you fail to provide required inputs or communication for ten (10) consecutive business days, QMIN may disengage assigned personnel, and any resulting delays shall be attributable to you.
6. Completion Timeline: Implementation Services shall be completed within the timeframe specified in the SOW. If completion is delayed beyond five (5) months due to your acts or omissions, the services shall be deemed completed. If such delay is attributable to QMIN, QMIN shall complete the implementation within a reasonable period at such cost as may be mutually agreed between the parties.
7. Acceptance and Validation: You shall notify QMIN of acceptance or rejection of the implementation within ten (10) days of completion. Failure to respond within such period shall constitute deemed acceptance. Any rejection must be accompanied by written details of material non-conformities, which QMIN shall reasonably address within the SOW timeline. Plan configurations not validated within five (5) business days shall be deemed validated.
8. Limitation of Liability: To the fullest extent permitted by applicable law, neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or in connection with the Implementation Services. QMIN’s total aggregate liability relating to the Implementation Services shall not exceed the total fees actually paid by you for the relevant Implementation Services under the applicable SOW in the twelve (12) months preceding the event giving rise to the claim. Nothing in this Schedule I shall exclude liability that cannot be excluded under Singapore law, including liability for fraud or wilful misconduct.