These terms and conditions govern the use of the software products specified in the Software Licensing Agreement, associated documentation, and the provision of services such as software support and updates as outlined in the Support agreement. Any conflicting or additional terms presented by the Licensee (“Client”), including purchase or order terms, shall not apply, even if the Licensor fulfills contractual obligations without expressly rejecting these terms. This also applies to the Licensor's own terms and conditions unless specifically modified.
The software will function according to the provided documentation when operated within an approved system configuration as defined by ROBOXA Services Pte. Ltd. Features implied through advertisements, promotional materials, or partner statements only form part of the contract if expressly confirmed by the Licensor.
The Licensor will provide updated information regarding the technical operating conditions through online platforms. The Licensee has the right to request technical specifications for software operation, which include database, hardware, and system requirements. Usage rights are restricted to the installation and operation with compatible software and hardware specified by the Licensor.
The Licensee’s registered office is designated as the place of contract fulfillment. The Licensor will either deliver software and documentation via physical storage media or provide electronic download options, notifying the Licensee of this. The Licensor may use vicarious agents for the fulfillment of the contract at its discretion.
ROBOXA Services Pte. Ltd. will provide new software versions under the agreements in place. Software installation coordination is the Client's responsibility, and associated costs are borne by the Client. Updates will include guidance on installation and highlight new features. If additional work, such as user training or extensive setup, is required, these services will be billed separately. Upon the availability of new software versions, the rights to previous versions expire unless otherwise specified.
All rights to the software and documentation remain with ROBOXA Services Pte. Ltd., except those explicitly granted to the Licensee. No source code rights are conferred. The Licensee must maintain all intellectual property notices on copies of the software.
Goods supplied by ROBOXA Services Pte. Ltd. remain its property until full payment is received. Ownership and intellectual property rights to any work outputs produced under this contract belong to ROBOXA Services Pte. Ltd.
The Licensor does not assume responsibility for third-party services or products, even if they are used in conjunction with the software. The Client must adhere to the terms of third-party providers.
The Client must cooperate by maintaining system configurations, performing routine diagnostics, and providing detailed error descriptions when seeking support. Error reports should be submitted via designated channels (e.g., phone, email) in English. The Client must also ensure uninterrupted remote access to their systems for support purposes. Changes to system configurations must be reported in advance.
The Licensor’s obligation to provide services may be voided if the Client fails to fulfill cooperation duties, uses software contrary to the agreement, or modifies the software without approval. The Client will be liable for all resulting consequences and costs.
Licensing and support fees must be paid per the contract. For temporary use of software, periodic rent payments apply, excluding additional support fees. Payment is due within 15 days of the invoice date, with a 5% interest applied after day 16.
The Licensor may audit the Licensee’s records to verify licensing fee payments, with costs incurred by the Licensee if outstanding fees exceed 5%.
The Licensor guarantees that, under approved configurations, the software will perform as described. The Licensee must report defects in writing within 30 days for apparent defects or 10 business days for hidden ones. The Licensor may choose to fix defects through updates or patches.
Warranty does not cover improper use, unauthorized installation, or use in unsupported environments. If the software is found to be defect-free, inspection costs may be charged to the Licensee.
The Licensor’s liability is limited to intentional acts or gross negligence. No liability is accepted for indirect, consequential damages, loss of profit, data loss, or third-party claims.
Both parties must protect the confidentiality of proprietary information obtained through this contract. Confidential information includes software, source code, documentation, and data marked as confidential. Exceptions include public information or information required by law. Both parties must comply with privacy protection regulations and ensure data processing aligns with contractual purposes.
Contracts may be terminated with a three-month notice after 36 months or immediately for justified reasons. Termination notices must be sent via registered mail. The Licensee must cease software use and remove all copies upon contract termination, providing documentation of this process within 30 days. Unauthorized continued use incurs penalties equivalent to triple the licensing fee.
ROBOXA Services Pte. Ltd. may process client data for contract fulfillment and internal CRM activities. Clients have rights to access, amend, and request deletion of their personal data as per GDPR.
ROBOXA Services Pte. Ltd. may use the Client’s name and logo for marketing purposes, adhering to confidentiality clauses. Additional uses require the Client's consent.
The exclusive place of jurisdiction for disputes is the Licensor’s registered office, with the applicable law being that of the Licensor’s location.