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Terms and Conditions

Terms and Conditions for Moxogo Pte Ltd

Terms and Conditions for Moxogo Pte Ltd


Effective Date: 14 Feb 2025

1. Introduction

Welcome to Moxogo Pte Ltd. ("Company," "we," "us," or "our"). By accessing or using our ERP software services ("Services"), you ("User" or "you") agree to be bound by these Terms and Conditions ("Agreement"). If you do not agree to these Terms, do not use our Services.

2. Definitions

  • "Company" refers to Moxogo Pte Ltd., a company incorporated in Singapore with its registered address at 20 Changi Business Park Central 2, #02-02C, Rigel Innovation Centre, Singapore 486031.
  • "User" refers to the individual or entity accessing or using the Services.
  • "Services" refers to the ERP software services provided by the Company, including associated software, Documentation, support, and maintenance.
  • "Confidential Information" means any information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that, under the circumstances, ought reasonably to be treated as confidential.
  • "Documentation" means any manuals, user guides, online help, specifications, or other written materials provided by the Company relating to the Services.
  • "Error" means a reproducible failure of the Services to operate in substantial conformity with the Documentation.
  • "User Data" means any data, information, or material submitted, uploaded, or transmitted by the User to the Services.
  • "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to: acts of God, war, terrorism, riots, embargos, strikes, lockouts, fires, floods, earthquakes, pandemics, government actions, and failures of public utilities or telecommunications networks.

3. Service Availability and Performance

  • Service Level Commitment: While we strive for high availability, we do not guarantee uninterrupted service. We will use commercially reasonable efforts to maintain a monthly uptime of 99.5%, excluding scheduled maintenance and Force Majeure Events.
  • Scheduled Maintenance: We will provide reasonable advance notice (typically 24 hours) of scheduled maintenance, which will be performed during off-peak hours whenever possible.
  • Emergency Maintenance: We may perform emergency maintenance without prior notice if necessary to protect the security or integrity of the Services.

We are not liable for any downtime or service interruptions caused by:

  • Factors beyond our reasonable control (e.g., natural disasters, war, acts of terrorism, government actions, cyberattacks, third-party service failures).
  • User-caused issues (e.g., incorrect configuration, incompatible hardware).

 

4. User Responsibilities

  • Maintaining the confidentiality of your login credentials.
  • Using the Services in compliance with all applicable laws and regulations, including Singapore's Personal Data Protection Act (PDPA).
  • Acceptable Use: You agree not to use the Services for any unlawful purpose or in any way that could damage, disable, overburden, or impair our servers or networks. Prohibited activities include (but are not limited to): transmitting viruses or malware, engaging in spamming, attempting to gain unauthorized access to our systems, and violating the privacy of others.
  • Promptly applying updates and upgrades provided by us.
  • Maintaining a compatible environment for the Services, as specified in the Documentation.
  • Data Backup: You are solely responsible for backing up your User Data and files. We recommend regular backups to prevent data loss. We may offer backup services as an additional paid service under a separate agreement.
  • Account Security: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account.

5. Data Security and Privacy

We implement reasonable security measures to protect User data in accordance with the PDPA. However, we cannot guarantee absolute security. We are not liable for data breaches caused by factors outside our reasonable control, such as sophisticated cyberattacks or user negligence. Our collection, use, and disclosure of personal data are governed by our Privacy Policy, which is incorporated into this Agreement.

  • Data Processing: We will process User Data in accordance with our Privacy Policy, which is available at https://moxogo.com/privacy-policy, and applicable data protection laws, including the PDPA.
  • Data Security Measures: We will implement and maintain appropriate technical and organizational measures to protect User Data against unauthorized access, use, disclosure, alteration, or destruction. These measures may include encryption, firewalls, access controls, and regular security assessments.
  • Data Breach Notification: In the event of a data breach, we will notify affected Users and the relevant authorities in accordance with applicable data breach notification laws.

6. Support and Maintenance

  • Scope of Support: We provide technical support for the Services, including assistance with installation, configuration, troubleshooting, and usage, as described in the Documentation.
  • Support Channels: Support will be provided via support@moxogo.com, online portal at https://moxogo.com/support.
  • Support Hours: Monday to Friday, 9:00 AM to 6:00 PM (SGT), excluding public holidays in Singapore.
  • Response Time: We aim to respond within 2 hours for critical issues (system outages, data corruption, security breaches) and within 4 hours for non-critical technical issues. These are target response times and are not guaranteed.
  • Maintenance Services: We will perform regular maintenance to ensure the Services remain functional and up-to-date. This may include applying patches, updates, and upgrades depending on the package signed up.
  • Exclusions: We do not provide support for: (i) third-party software or hardware; (ii) user-modified code; (iii) issues caused by improper use of the Services not in accordance with the Documentation; or (iv) issues arising from User's failure to implement updates and upgrades.
  • Reinstatement Fee: In the event of reinstatement of software maintenance services after a lapse, the User agrees to pay a reinstatement fee, which includes the current annual maintenance fee, any unpaid fees from the lapse period, and an additional administration fee of SGD $500. 

7. Intellectual Property Rights

  • Ownership: We retain all right, title, and interest in and to the Services, including all related intellectual property rights (including copyright, patents, trademarks, and trade secrets).
  • License Grant: We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely for your internal business purposes during the term of this Agreement.
  • Restrictions: You may not: (i) copy, modify, distribute, sell, lease, sublicense, or otherwise transfer the Services; (ii) reverse engineer, decompile, or disassemble the Services, except to the extent expressly permitted by applicable law; (iii) use the Services to develop a competing product or service; (iv) remove or alter any copyright notices or other proprietary markings on the Services.

8. Confidentiality

  • Obligations: Each party agrees to: (i) protect the other party's Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature; (ii) not disclose the other party's Confidential Information to any third party without prior written consent; and (iii) use the other party's Confidential Information solely for the purpose of performing its obligations under this Agreement.
  • Exclusions: This obligation does not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or a court order.

9. Limitation of Liability

  • Exclusions: To the fullest extent permitted by law, we exclude all liability for: (i) indirect, incidental, special, consequential, or punitive damages; (ii) loss of profits, revenue, data, use, goodwill, or other economic advantage; (iii) business interruption; (iv) costs of procurement of substitute goods or services.
  • Cap on Liability: Our total cumulative liability to you for any and all claims arising out of or related to this Agreement, regardless of the form of action, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to us under this Agreement during the three (3) months immediately preceding the date the claim arose.
  • Exceptions: These limitations of liability shall not apply to: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited under applicable law in Singapore.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (i) your use of the Services; (ii) your User Data; (iii) your breach of this Agreement; or (iv) your violation of any applicable laws or regulations.

11. Disclaimer of Warranties

"As Is" Basis: The Services are provided "as is" and "as available" without any warranties of any kind, either express or implied.

No Guarantees: We do not warrant that the Services will be uninterrupted, error-free, secure, or meet your specific requirements.

Exclusion of Implied Warranties: To the fullest extent permitted by law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.  

12. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. The affected party shall promptly notify the other party in writing of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.  

13. Third-Party Services

We are not responsible for the performance or availability of any third-party services or software that you choose to integrate with the Services. Your use of such third-party services is governed by their respective terms and conditions. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such third-party services or websites.  

14. Termination

Term: This Agreement shall commence on the Effective Date and shall continue for Initial Term, one (1) year and shall automatically renew for successive periods of Renewal Term, one (1) year unless either party provides written notice of termination at least Notice Period of thirty (30) days prior to the end of the then-current term.

Termination for Cause: We may terminate this Agreement immediately upon written notice to you if you: (i) breach any material term of this Agreement and fail to cure such breach within Cure Period, thirty (30) days of receiving written notice of the breach; (ii) fail to pay any fees due within Grace Period, ten (10) days of the due date; (iii) use the Services in a way that violates applicable laws or regulations; or (iv) become insolvent, bankrupt, or subject to any similar proceedings.

Termination for Convenience: Either party may terminate this Agreement for convenience by providing Notice Period, thirty (30) days written notice to the other party.

Effects of Termination: Upon termination: (i) your right to use the Services will immediately cease; (ii) you must cease all use of the Services and return or destroy all copies of our software and Documentation in your possession or control; (iii) any outstanding fees owed to us will become immediately due and payable; and (iv) We will retain User Data for a period of Retention Period, thirty (30) days] following termination, after which it may be permanently deleted. You are responsible for retrieving your User Data before termination.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English.  

16. Amendments  

We reserve the right to amend these Terms at any time by posting the revised Terms on our website or notifying you by email. Your continued use of the Services following the posting or notification of revised Terms constitutes your acceptance of the changes.

17. Entire Agreement

This Agreement constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

18. Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.  

19. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach. No waiver shall be effective unless in writing and signed by the waiving party.

20. Assignment

You may not assign or transfer this Agreement or any of your rights or obligations hereunder without our prior written consent. We may assign or transfer this Agreement without your consent.  

21. Notices

All notices under this Agreement shall be in writing and shall be deemed given: (i) when personally delivered; (ii) when sent by confirmed email; (iii) one (1) business day after being sent by reputable overnight courier; or (iv) five (5) business days after being sent by first class or certified mail, postage prepaid, to the addresses set forth at the beginning of this Agreement or to such other address as a party may designate in writing.

22. Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.  

23. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  

24. Survival

The provisions of Sections, 5 (Data Security and Privacy), 7 (Intellectual Property Rights), 8 (Confidentiality), 9 (Limitation of Liability), 10 (Indemnification), 15 (Governing Law and Dispute Resolution)] shall survive the termination or expiration of this Agreement.

Contact Information

For any questions or concerns regarding these Terms, please contact us at connect@moxogo.com.