Terms and Conditions of Service

Last updated: 26 June 2025

1. Definitions

“Agreement” means these Terms and Conditions together with any Order Form, Statement of Work (SOW) or online sign-up flow accepted by you.
“Services” means any cloud platform, software, mobile application, consulting, training, support or other service provided by CTechVN Solutions Pte. Ltd. (“CTechVN”, “we”, “us”, “our”).
“Customer”, “you” or “your” means the legal entity or individual that orders or uses the Services.
“Content” means any data, files, text, images, audio, video or software uploaded to or processed through the Services.
“Order Form” means the online checkout page, quotation, schedule or signed proposal that describes the Services, quantities and fees.

2. Acceptance of Terms

By clicking “I agree”, signing an Order Form, accessing or using any part of the Services you agree to be bound by this Agreement. If you do not agree, do not use the Services.

3. Scope of Services

1. CTechVN provides AI-driven analytics, predictive maintenance, supply-chain optimisation, data-consulting and related services as described in the applicable Order Form.
2. Professional services (discovery, implementation, training) are delivered on a time-and-materials or fixed-price basis as stated in the SOW.
3. Cloud platform services are provided on a subscription basis during the term specified in the Order Form.

4. Trial & Beta Services

We may offer free trials or beta features. These are provided “as-is” without warranty or support and may be discontinued at any time. Notwithstanding any other clause, liability for trials is capped at USD 100.

5. Customer Obligations

1. You must (a) provide accurate registration information, (b) maintain the security of your passwords and authentication tokens, (c) obtain all rights, licences and consents necessary to upload or process Content, (d) comply with all applicable laws and export-control regulations.
2. You must not (a) reverse-engineer, decompile or attempt to extract source code from the Services, (b) transmit any unlawful, infringing or malicious content, (c) use the Services to build a competing product or service, (d) interfere with or disrupt the integrity or performance of the Services.

6. Fees & Payment

1. Fees are listed in the Order Form and are non-refundable except as expressly provided herein.
2. Subscription fees are invoiced annually in advance; professional services are invoiced upon completion of milestones or monthly in arrears.
3. Payment is due within thirty (30) days of invoice date. Late payments accrue interest at 1.5 % per month or the maximum allowed by law, whichever is lower.
4. Prices exclude any applicable GST, VAT, sales or withholding tax. You are responsible for all such taxes except taxes based on CTechVN’s net income.
5. If you purchase through a reseller, the reseller’s terms apply to billing and cancellation; CTechVN remains responsible for delivering the Services.

7. Suspension & Late Payment

We may suspend access to the Services if any amount is more than fifteen (15) days overdue. Suspension does not relieve you of payment obligations.

8. Intellectual Property

1. CTechVN and its licensors own all right, title and interest in and to the Services, software, algorithms, documentation, trademarks and any improvements or derivative works.
2. Subject to full payment, CTechVN grants you a non-exclusive, non-transferable licence during the term to access and use the Services solely for your internal business purposes.
3. You retain ownership of your Content. You grant CTechVN a worldwide, royalty-free licence to host, copy, display and process your Content solely for the purpose of providing and improving the Services.
4. Feedback you provide may be used by CTechVN without restriction or compensation.

9. Confidentiality

Each party shall protect the other party’s confidential information with the same degree of care it uses to protect its own, but no less than reasonable care. Confidential information does not include information that (a) is or becomes public through no fault of the recipient, (b) was lawfully known by the recipient before disclosure, (c) is independently developed without use of confidential information, or (d) is rightfully received from third parties without confidentiality obligations. Disclosure is permitted to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective.

10. Data Privacy & Security

CTechVN processes Personal Data in accordance with our Privacy Policy, which is incorporated into this Agreement by reference. We implement technical and organisational measures consistent with ISO 27001 standards.

11. Availability & Support

1. We target 99.5 % monthly uptime for cloud platform services, measured over a calendar month.
2. Scheduled maintenance windows are posted at least 48 hours in advance and are excluded from uptime calculations.
3. Support levels (response times, channels, escalation paths) are described in the Order Form or Support Schedule. Unless otherwise stated, support is provided 08:00–18:00 SGT, Monday–Friday excluding public holidays.

12. Warranties & Disclaimers

1. CTechVN warrants that (a) the Services will materially conform to the documentation during the subscription term, and (b) professional services will be performed with reasonable skill and care.
2. THE WARRANTIES ABOVE ARE EXCLUSIVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CTechVN DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CTechVN DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

13. Indemnification

1. CTechVN will defend you against any third-party claim alleging that the Services infringe any valid Singapore patent, copyright or trademark, and will pay the resulting damages and costs finally awarded, provided you (a) promptly notify CTechVN in writing, (b) allow CTechVN to control the defence and settlement, and (c) reasonably cooperate. CTechVN may, at its expense, (i) procure the right to continue using the Services, (ii) replace or modify the Services to be non-infringing, or (iii) terminate the infringing portion and refund unused pre-paid fees.
2. You will defend and indemnify CTechVN against claims arising from (a) your Content, (b) your breach of this Agreement, or (c) your violation of applicable laws.

14. Limitation of Liability

1. EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY, OR (C) GROSS NEGLIGENCE OR WILFUL MISCONDUCT, THE TOTAL LIABILITY OF EITHER PARTY FOR ALL CLAIMS UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO CTechVN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
2. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. These limitations apply whether the claim arises in contract, tort, statute or otherwise and survive this Agreement’s termination.

15. Term & Termination

1. The subscription term is specified in the Order Form and will automatically renew for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
2. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of notice.
3. Upon termination or expiry, your right to access the Services will cease immediately. CTechVN will make your Content available for download for thirty (30) days, after which we may delete it without liability.
4. Sections that by their nature should survive termination (including but not limited to Intellectual Property, Confidentiality, Warranties & Disclaimers, Limitation of Liability, and Governing Law) shall survive.

16. Export Compliance

You represent that you are not located in a country subject to a U.S. Government embargo or designated as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties. You agree not to use or transfer the Services for any prohibited end uses (e.g., nuclear, chemical, or biological weapons, or missile technology) without prior written consent from CTechVN and necessary government authorisations.

17. Governing Law & Dispute Resolution

1. This Agreement is governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict-of-laws principles.
2. Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding mediation under the Singapore Mediation Centre. If the dispute is not resolved within thirty (30) days after the commencement of mediation, it shall be finally settled by confidential arbitration in Singapore under the Singapore International Arbitration Centre (SIAC) Rules 2016 by a sole arbitrator. Judgment on the award may be entered in any court having jurisdiction.
3. Nothing in this clause prevents either party from seeking interim injunctive relief in a court of competent jurisdiction.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, pandemics, strikes or shortages of transportation, facilities, fuel, energy, labour or materials.

19. Assignment

You may not assign or transfer this Agreement, in whole or in part, without CTechVN’s prior written consent. Any attempted assignment in violation of this clause is void. CTechVN may assign this Agreement to (a) an affiliate, or (b) a successor in interest to all or substantially all of its assets or business, upon notice to you.

20. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous oral or written agreements concerning its subject matter. No amendment or waiver of any provision will be effective unless in writing and signed by both parties or posted electronically by CTechVN as described below.

21. Electronic Communications & Notices

1. You consent to receive communications from CTechVN electronically (email, in-app messages, or website postings) and agree that all agreements, notices, disclosures and other communications satisfy any legal requirement that such communications be in writing.
2. Notices to CTechVN must be sent by email to legal@cvtechvn.com with a duplicate copy sent by registered mail to the address in Section 22. Notices to you will be sent to the email address registered in your account and deemed given 24 hours after sending.

22. Contact Information

CTechVN Solutions Pte. Ltd.
Registered Address: 12 Marina View, #11-01 Asia Tower, Singapore 018961
Email (general): info@cvtechvn.com
Email (legal): legal@cvtechvn.com
Phone: +65 6789 1234 (Monday–Friday 09:00–18:00 SGT)

By continuing to access or use the Services you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions.