Enterprise Terms Of Services

These terms apply to the Enterprise Plan, including white label and/or custom solutions.

These Enterprise Terms of Service (“Agreement”) constitute a legally binding agreement between:

Poket Private Limited (“Poket”), a company incorporated in Singapore; and
The party (“You” or “Your”), subscribing to Poket’s Enterprise Plan, which may include White Label and/or Custom Solutions

governing your access to and use of Poket’s proprietary Platform, hosted services, and related support (collectively, the “Enterprise Services”).

By subscribing to, accessing, or continuing to use the Enterprise Services, you acknowledge that you have read, understood, and agree to be bound by all terms herein.

1. Definitions

1.1 ‘Content’ means any and all information (in all formats, whether currently existing or which may in the future exist) created by you and submitted to be included in the Enterprise Applications including, without limitation, text files, images, visual files, and logos.

1.2 ‘Business Day’ means any day on which the banks in Singapore are open for business excluding Saturdays, Sundays and public holidays;

1.3 ‘Intellectual Property Rights’ includes patents, Knowhow, trade secrets and other confidential information, registered designs, copyrights, design rights, topography rights, trademarks, service marks, business names, registrations of and applications to register any of the aforesaid items, rights in the nature of any of the aforesaid items in any country, rights in the nature of unfair competition rights and rights to sue for passing off;

1.4 ‘Knowhow’ means in relation to Poket any and all information (including that contained in or derived from data disks, tapes, manuals, flow-charts, websites, catalogues and instructions) relating to its business and the services provided;

1.5 ‘Singapore Dollars’ and ‘S$’ mean the lawful currency of Singapore;

1.6 ‘Personal Data’ means Personal Data which you disclose to Poket, or which Poket processes on behalf of you, including: name, mobile numbers, email, and address.

1.7 ‘PDPA’ means the Personal Data Protection Act 2012; and

2. Grant of License

2.1 In General. Poket hereby grants to you a limited, non-exclusive, non-transferable license to use the Platform during the Term (the “License”).

2.2 White Label Branding. The customer-facing online applications shall be branded under your brand name. Poket’s developer license is used at no additional cost to you.

2.3 Restrictions. You shall not (i) decompile or reverse engineer the Platform or otherwise attempt to obtain the source code for the Platform; (ii) sublicense the Platform; (iii) use the name or proprietary logo(s) of Poket without Poket’s prior written consent; (iv) use the Platform for any purpose other than the operating of the Portal (v) use the Platform in a manner that interferes with the use of Platform by you or your other companies; (vi) use the Platform as a competitor with Poket; or (vii) development of an electronic platform for the purpose of offering such electronic platform to other party or parties, in competition with the Platform.

3. Services.

Poket shall provide the following services in connection with the creation and operation of the Portal (the “Services”):

3.1 Customization. Poket shall customize the online applications with the name, logos, and branding of yours. This includes integrating your branding elements seamlessly into the Portal’s interface and user experience, ensuring consistency and brand identity.

3.2 Hosting Services. Poket shall provide hosting for the Platform. The hosting services shall include maintaining server uptime, regular backups, and security measures to protect the Platform from unauthorized access and data breaches. Poket shall ensure the Platform is available to you, except during scheduled maintenance or unforeseen technical issues.

3.3 Updates & Bug Fix Services. Poket shall provide updates and bug fixes for the Platform at no additional charge. This includes resolving software bugs, providing patches for security vulnerabilities, and implementing updates to improve functionality and performance. Poket will notify you in advance of any scheduled updates that may temporarily affect Platform availability.

3.4 Chargeable Fees for Major Module Launches. Poket shall inform you in advance if there is any chargeable fee for major module launches that do not form part of the updates. You have the option to subscribe or not subscribe to new module(s).

3.5 Technical Support. Poket shall provide ongoing support and maintenance services to ensure that the Platform performs as intended from Monday to Friday 9am to 5pm Singapore time excluding public holidays. Customer support is by email and includes: (a) providing technical assistance; (b) assist in resolving critical issues; (c) help identify the nature of issues and propose a solution or fix. You shall receive an email acknowledgement with a ticket number once an email or a support ticket has been raised. Onsite support is optional and is available at a fee. The support ticket submission is available via your Poket admin portal or by emailing support@poket.com.

3.6 Service Level. The platform shall be available 99.9% of the time during each calendar month, excluding scheduled and/or emergency maintenance. Response and resolution times are measured from the time a support ticket is logged or an issue is reported to Poket’s support team and may vary based on issue complexity and resource availability from you. For issues involving mobile apps, the resolution period mentioned below excludes any time taken by respective app store review and release processes, which are outside Poket’s control. Poket reserves the right to determine issue severity and classifications.

(a) Response category are categorized as follows:

Severity Level	Description of Classification
CRITICAL	A "Critical" issue is one that severely impacts the core functionality of the Platform, rendering it unusable or causing a complete system outage. This level of issue prevents users from performing essential operations and requires immediate attention. Examples include: • Total system downtime • Severe performance degradation affecting all users • Data corruption or loss of critical data • Security breaches or vulnerabilities that threaten the integrity of the system
MAJOR	A "Major" issue significantly impacts the functionality of the Platform but does not render it completely unusable. Users can still perform most operations, but their ability to use some features is restricted, causing substantial inconvenience. This level of issue needs prompt resolution to restore full functionality. Examples include: • Partial system outages affecting specific functions or users • Noticeable performance issues impacting the users • Errors or bugs that prevent the use of important features but have workarounds • Issues that significantly hinder operational efficiency
MINOR	A "Minor" issue has minimal or no impact on the overall functionality or performance of the Platform. These issues may include cosmetic defects, minor usability issues, or other non-critical problems that do not significantly affect user operations. These issues are addressed in regular maintenance schedules. Examples include: • Cosmetic UI/UX issues • Minor bugs that do not impact core functionality • Errors or minor inconveniences that do not impede user activities

(b) Response times are categorized as follows:

Severity	Acknowledgement	Work-Around	Resolution Time
CRITICAL	1 hour	6 hours	Within 1 business day (ASAP)
MAJOR	2 hours	24 hours	Within 3 business days (ASAP)
MINOR	1 business day	As agreed or in future release	As agreed or in future release

4. Handling And Protection Of Personal Data.

4.1 Compliance with PDPA. Poket shall comply with all its obligations under the PDPA at its own cost.

4.2 Process, Use and Disclosure. Poket shall only process, use or disclose your Personal Data:

(a) strictly for the purposes of fulfilling its obligations and providing the services required under this Agreement;

(b) with your prior written consent; or

(c) when required by law or an order of court, but shall notify you as soon as practicable before complying with such law or order of court at its own costs.

4.3 Transfer Of Personal Data Outside Singapore. Poket shall not transfer your Personal Data to a place outside Singapore without your prior written consent.

4.4 Security Measures.Poket shall protect your Personal Data in Poket’s control or possession by making reasonable security arrangements to prevent:

(a) unathorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of your Personal Data, or other similar risks; and

(b) the loss of any storage medium or device on which personal data is stored.

4.5 Access to Personal Data. Poket shall provide you with access to your Personal Data that Poket has in its possession or control, as soon as practicable upon your written request.

4.6 Accuracy and Correction of Personal Data. Where you provide your Personal Data to Poket, you shall make reasonable effort to ensure that your Personal Data is accurate and complete before providing the same to Poket. Poket shall put in place adequate measures to ensure that your Personal Data in its possession or control remain or is otherwise accurate and complete. In any case, Poket shall take steps to correct any errors in your Personal Data, as soon as practicable upon your written request.

4.7 Retention of Personal Data.

4.7.1. Poket shall not retain your Personal Data (or any documents or records containing your Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.

4.7.2. Poket shall, upon your request:

(a) return to you, all your Personal Data; or

(b) delete all your Personal Data in its possession,

and, after returning or deleting all your Personal Data, provide you with written confirmation that it no longer possesses any your Personal Data.

4.8 Notification of Breach. Poket shall immediately notify you when Poket becomes aware of a breach of any of its obligations in Clauses 4.2 to 4.7.

5. ⁠Fees.

5.1 In General. The fees and other charges of Poket are set forth on quotation(s) and invoice(s).

5.2 Taxes. The fees set forth are exclusive of all government taxes including but not limited to goods and services tax (GST), value added tax (VAT), withholding tax, and other taxes that Poket may be required to collect or pay now or any time in the future with respect to such fees. You shall pay any such tax (excluding taxes on Poket’s net income).

5.3 Payment. Payment of the amounts due to Poket shall be made in accordance with the payment set forth on invoice(s) by bank transfer to “Poket Pte Ltd’ or wire transfer to Poket Pte Ltd, A/C NO: 391-303-073-5 with United Overseas Bank, Singapore.

6. Functionality of Platform.

6.1 Initial Functionality. Poket has demonstrated the Platform to you. At the time of delivery to you, the Platform will have substantially the same “look and feel” and may contain additional features and functionality separately customized and purchased by you.

6.2 Future Functionality. Following delivery of the Platform to you, Poket may incorporate into the Platform additional features and functionality as Poket deemed fit generally without charge. Poket shall give you reasonable advance notice to consider adding such additional features and functionality if fee applies.

7. Delivery of White Label Online Applications.

7.1 Timetable. Poket shall use reasonable commercial efforts to develop and deliver the white label online applications to you in accordance with mutually agreed timetable. However, you understand that the ability of Poket to follow this timetable depends on a number of factors beyond the control of Poket, especially the timely payment, and cooperation of you and your employees. Poket shall notify you when and if it believes the timetable should be shortened or extended.

7.2 Testing and Acceptance. Poket shall notify you when Poket believes the customized Platform is ready for use by you. Upon receipt of such notice, you shall have five (5) working days in which to test the Platform. If you believe there are defects in the Platform it shall so notify Poket and the parties shall cooperate in fixing any such defects. You shall be deemed to have accepted the customized Platform (i) if you do not notify Poket of defects within such five (5) working day period, (ii) when it notifies Poket of such acceptance, or (iii) when it has used the customized Platform in commerce for fourteen (14) days, whichever occurs first.

8. Your Obligations

You shall (i) make timely payment(s) to Poket, (ii) cooperate with Poket in the development of the white label online applications, (iii) use the Platform only in an operating environment (e.g., hardware and software) approved by Poket, (iv) notify Poket of any defects in the Platform, (v) give Poket electronic access to the Platform to troubleshoot and correct any defects, (vi) install any software updates recommended by Poket, and (vii) use reasonable commercial efforts to operate the Portal in accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.

9. Warranties.

9.1 Limited Performance Warranty. Poket warrants that the Platform will perform substantially as demonstrated in the Demonstration Version and will be free of material errors or defects, and that all Services will be performed in a good and workmanlike manner. In the event you believe that Poket is in violation of this limited performance warranty, you shall notify Poket and Poket shall use reasonable commercial efforts to correct any error or defect.

9.2 Compliance with Laws. Poket shall use commercially reasonable efforts to conduct its business, and develop the Platform, in compliance with all applicable laws, rules and regulations.

9.3 No Other Warranties. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 9.1 AND 9.2, THE PLATFORM, INCLUDING ANY ACCOMPANYING MANUALS AND OTHER MATERIALS, AND THE SERVICES, ARE PROVIDED BY POKET “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, AND ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

10. Confidentiality; Employees

10.1 Confidentiality.

(a) Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the Portal, (v) security codes, and (vi) all documentation provided by Poket.

(b) Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.

(c) Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose other than in furtherance of this Agreement. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing a party may disclose Confidential Information (i) if required to do by legal process (e.g., by a subpoena), provided that such party shall notify the other party prior to such disclosure so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required in the operation of such party’s business.

10.2 Employees. During the Term and for a period of one (1) year thereafter, neither Poket nor you shall hire, solicit for hire, or directly or knowingly indirectly use the services of any employee of the other party without the prior written consent of such other party.

11. Responsibility for Operation of Portal

The parties agree that you, and not Poket, is solely responsible for the operation of the Portal. The role of Poket is only to provide the Platform and the Services. Poket does not act as a fiduciary, business or legal advisor, or co-venturer. You are solely responsible for ensuring that the Portal is operated in accordance with applicable laws, for monitoring the content displayed on the Portal, and for establishing the terms of its relationships with users of the Portal. Poket is not responsible for any information or content displayed on or transmitted through the Portal.

12. Term.

12.1 In General. The initial term of this Agreement shall be for one (1) year, followed by successive renewal periods of one (1) year (together, the “Term”), unless sooner terminated pursuant to this section 12 or other provisions of this Agreement providing for termination.

12.2 Termination. This Agreement may be terminated at any time if either party fails to perform any of its material obligations hereunder and such failure continues for thirty (30) days following written notice from the non-breaching party. For these purposes (i) any obligation of you to pay any amount to Poket shall be treated as a material obligation, and (ii) if you fail to make a required payment by the due date, Poket may (but shall not be required to) terminate this Agreement without giving written notice of such failure or any additional failure. No amount shall be refunded to you upon termination.

12.3 Effect of Termination. Upon any termination of this Agreement, the License shall terminate and you shall have no further rights in or to the Platform.

13. Ownership of Intellectual Property.

13.1 Poket Intellectual Property. Poket is the exclusive owner of the Platform and all of the intellectual property rights associated with the Platform, including software and copyrights, even if Poket incorporates into the Platform suggestions made by you.

13.2 Your Intellectual Property. You are the exclusive owner of its name, logo(s), trademarks, URLs, and other intellectual property and, together with users of the Portal, all of the content displayed on the Portal.

13.3 Users of Portal. You own all of the relationships with the users of the Portal.

13.4 Use of Data. Poket shall collect, use, and store data concerning the operation of the Portal and improvement of the Portal.

14. Limitation of Claims and Damages.

14.1 Limitation of Claims. POKET SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES (EVEN IF THIS AGREEMENT IS TERMINATED) FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR BUSINESS ADVANTAGE), WHETHER BASED UPON A CLAIM OR ACTION OF TORT CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, CONTRIBUTION, INDEMNITY OR ANY OTHER LEGAL THEORY OR CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Limitation of Damages. POKET’S TOTAL LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER THE TERMINATION OF THIS AGREEMENT, SHALL NOT EXCEED THE EQUIVALENT OF THREE (3) MONTHS’ SUBSCRIPTION FEES PAID BY YOU TO POKET. THIS LIMITATION OF LIABILITY SHALL EXCLUDE ANY CLAIMS RELATING TO SERVICE DOWNTIME, FOR WHICH NO COMPENSATION SHALL BE PROVIDED.

14.3 Exceptions. The limitations set forth in sections 14.1 and 14.2 shall not apply to to any claim under Section 10 (concerning confidentiality).

15. Indemnity.

15.1 Obligation to Indemnify. You will indemnify and hold harmless Poket, its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from third party claims arising from your operation of the Portal.

16. Miscellaneous.

16.1 Amendments; Waivers. No amendment, modification, or waiver of any provision of this Agreement shall be binding unless in writing and signed by the party against whom the operation of such amendment, modification, or waiver is sought to be enforced. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.

16.2 Notices, In Writing. Any reference in this Agreement to a notice or the terms “in writing”, “written” or similar shall include the same delivered or done in electronic form or by electronic means. Any notice under this Agreement shall be given: (i) electronically, when receipt is confirmed by the receiving party, evidenced by electronic evidence of delivery, or when reasonably understood or expected to have been received, whichever is the earliest; or (ii) by delivery to the party in person, by courier, by facsimile or by registered mail when receipt is confirmed by the receiving party or respectively, at the time of delivery in person, one day after courier delivery, one day after facsimile transmission, and two business days after delivery of registered mail, whichever is the earliest.

16.3 Assignment. Neither Poket nor you may assign its rights or obligations under this Agreement without the prior written consent of the other. Notwithstanding the preceding sentence, a party may assign its interest in this Agreement to a person acquiring (by sale, merger, reorganization, or otherwise) substantially all of the transferor’s assets or business, provided that (i) the transferee agrees to assume and perform all obligations of the transferor for periods following the transfer, (ii) the transferor remains liable for all obligations prior to the transfer, and (iii) in the case of a transfer by you the transferee shall not be engaged in the business of developing, marketing, or supporting an electronic platform in competition with the Platform. The transferring party may charge a reasonable fee for the review and processing of the information regarding the transfer.

16.4 Payment of Fees. In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs, provided that if a party prevails only in part the court shall award fees and costs in accordance with the relative success of each party.

16.5 Force Majeure. Neither party shall be entitled to recover damages or terminate this Agreement by virtue of any delay or default in performance by the other party (other than a delay or default in the payment of money) if such delay or default is caused by Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected; provided that the party experiencing the difficulty shall give the other prompt written notice following the occurrence of the cause relied upon, explaining the cause and its effect in reasonable detail. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.

16.6 Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed to be a fully-executed original.

16.7 Signature by Email. An original signature transmitted by email shall be deemed to be original for purposes of this Agreement.

16.8 No Third Party Beneficiaries. This Agreement is made for the sole benefit of the parties. No other persons shall have any rights or remedies by reason of this Agreement against any of the parties or shall be considered to be third party beneficiaries of this Agreement in any way.

16.9 Binding Effect. This Agreement shall inure to the benefit of the respective heirs, legal representatives and permitted assigns of each party, and shall be binding upon the heirs, legal representatives, successors and assigns of each party.

16.10 Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.

16.11 Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

16.12 Governing Law and Dispute Resolution. The Agreement is governed by and construed in accordance with the laws of Singapore, to the exclusion of conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising from or in connection with this Agreement shall be dealt with by the courts of Singapore and the parties irrevocably submit to the exclusive jurisdiction thereof and agree not to raise any defence of forum non conveniens or similar defence.

16.13 Entire Agreement. This Agreement constitutes the entire agreement between Poket and you.

Last modified: 1-Jul-2025