Last Updated: January 1, 2025

This Enterprise Solution Service Agreement (“Agreement”) governs the relationship between Poket Pte Ltd (“Company”) and the Customer identified in any Company-issued Quotation, Order Form, or Invoice (the “Order Document”). This Agreement is incorporated by reference into each Order Document. By (i) executing an Order Document, (ii) paying any fees, or (iii) accessing the Platform, Customer irrevocably agrees to be bound by these terms.

1.    Definition.

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

1.2.        ‘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;

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

1.4.        “Customer Personal Data” means Personal Data which the Customer discloses to the Company, or which the Company processes on behalf of the Customer, including: name, mobile numbers, email, and address;

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

1.6.        “PDPA” means the Personal Data Protection Act 2012; and

1.7.        “Personal Data” means data, whether true or not, about an individual who can be identified: 

(a)  from that data alone; or

(b)  from that data and other information which the Company has access.

2.         Grant of License.

2.1.        In General. Company hereby grants to Customer 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 Customer’s name. Company’s developer license is used where applicable at no additional cost to Customer. 

2.3.        Restrictions. Customer 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 Company without Company’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 Company or its other customers; (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 & Service Levels. 

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

3.2.        Hosting Services. Company 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. The Company shall ensure the Platform is available to the Client, except during scheduled maintenance or unforeseen technical issues.

3.3.        Updates & Bugs Fix Services. Company 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. The Company will notify the Client in advance of any scheduled updates that may temporarily affect Platform availability.

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

3.5.        Technical Support. Company 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) help resolve blocking issues; (c) help identify the nature of issues and propose a solution or fix. Customer 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 on your Poket admin portal or email to support@poket.com. 

3.6.        Service Level. 
3.6.1 Availability
The Platform shall be available 99.9% of the time during each calendar month, excluding scheduled and emergency maintenance.

3.6.2 General Conditions
Response and resolution times are measured from when a support ticket is logged or an issue is reported to Company’s support team. Timelines may vary depending on issue complexity and the Customer’s cooperation, including the timely provision of required information, access, and resources.

For issues involving mobile applications, any delays due to third-party app store review or release processes are excluded from the stated resolution timelines.

Company reserves the right, acting reasonably, to determine the severity classification of all reported issues.

3.6.3 Issue Severity Levels

(a) Critical: Issues that render the Platform unavailable or severely impact its core functionality, preventing Users from performing essential operations, including, but not limited to, total system outages, severe performance degradation affecting all Users, data corruption or loss of critical data, or security breaches that compromise the integrity of the Platform. 

(b) Major: Issues that significantly impair Platform functionality but do not render it completely unusable, allowing Users to continue most operations with limitations or reliance on workarounds, including, but not limited to, partial outages affecting specific functions or Users, noticeable performance degradation, or errors affecting key features. 

(c) Minor: Issues with minimal impact on functionality, typically cosmetic or non-critical, including, but not limited to, UI/UX issues, minor bugs, or inconveniences that do not materially affect usage. 

3.6.4 Response and Resolution Targets
Company shall use commercially reasonable efforts to meet the following targets:

(a) Critical: acknowledgement within one (1) hour, workaround or temporary solution within six (6) hours (where reasonably feasible), and resolution within three (3) business days. 

(b) Major: acknowledgement within two (2) hours, workaround or temporary solution within twenty-four (24) hours (where reasonably feasible), and resolution within six (6) business days.

(c) Minor: acknowledgement within one (1) business day, workaround or temporary solution within five (5) business days (where applicable), and resolution within three (3) months. 

4.         Data Protection & Privacy

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

4.2.        Process, Use and Disclosure. The Company shall only process, use or disclose Customer Personal Data:

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

(b)  with the Customer’s prior written consent; or 

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

4.3.        Data Transfer. The Company shall not transfer Customer Personal Data to a place outside Singapore without the Customer’s prior written consent.

4.4.        Security Measures.The Company shall protect Customer Personal Data in the Company’s control or possession by making reasonable security arrangements to prevent:

(a)  unathorised or accidential access, collection, use, disclosure, copying, modification, disposal or destruction of Customer 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. The Company shall provide the Customer with access to the Customer Personal Data that the Company has in its possession or control, as soon as practicable upon Customer’s written request.

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

4.7.        Retention of Personal Data. 

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

4.7.2. The Company shall, upon the request of the Customer: 

      (a) return to the Customer, all Customer Personal Data; or

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

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

5.         Fees. 

5.1.        In General. The fees and other charges of Company 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 Company may be required to collect or pay now or any time in the future with respect to such fees. Customer shall pay any such tax (excluding taxes on Company’s net income). 

5.3.        Payment. Payment of the amounts due to Company 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. Company has demonstrated the Platform to Customer. At the time of delivery to Customer, the Platform will have substantially the same “look and feel” and may contain additional features and functionality separately customized and purchased by Customer. 

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

7.         Delivery of White Label Online Applications. 

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

7.2.        Testing and Acceptance. Company shall notify Customer when Company believes the customized Platform is ready for use by Customer. Upon receipt of such notice, Customer shall have five (5) working days in which to test the Platform. If Customer believes there are defects in the Platform it shall so notify Company and the parties shall cooperate in fixing any such defects. Customer shall be deemed to have accepted the customized Platform (i) if it does not notify Company of defects within such five (5) working day period, (ii) when it notifies Company of such acceptance, or (iii) when it has used the customized Platform in commerce for thirty (30) days, whichever occurs first.

8.         Customer’s Obligations. Customer shall (i) make timely payment(s) to  Company, (ii) cooperate with Company 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 Company, (iv) notify Company of any defects in the Platform, (v) give Company electronic access to the Platform to troubleshoot and correct any defects, (vi) install any software updates recommended by Company, and (vii) use reasonable commercial efforts to operate the Portal n accordance with all applicable laws and regulations, including but not limited to securities and consumer protection laws.

9.         Warranties.

9.1.        Limited Performance Warranty. Company 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 Customer believes that Company is in violation of this limited performance warranty, Customer shall notify Company and Company shall use reasonable commercial efforts to correct any error or defect.

9.2.        Compliance with Laws. Company 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 THE COMPANY “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 THE CUSTOMER’S 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 Company.

(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 (i.e., 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 Company nor Customer 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 Customer, and not Company, is solely responsible for the operation of the Portal. The role of Company is only to provide the Platform and the Services. Company does not act as a fiduciary, business or legal advisor, or co-venturer. Customer is 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. Company 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 Customer to pay any amount to Company shall be treated as a material obligation, and (ii) if Customer fails to make a required payment by the due date, Company 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 Customer upon termination.

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

13. Ownership of Intellectual Property.

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

13.2.     Intellectual Property of Customer. Customer is 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. Customer owns all of the relationships with the users of the Portal. 

13.4.     Use of Data. Company 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. THE COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER 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. THE COMPANY’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 SIX (6) MONTHS’ SUBSCRIPTION FEES PAID BY THE CUSTOMER TO THE COMPANY. 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  claim  under section 10 (concerning confidentiality).

15.     Indemnity. 

15.1.     Obligation to Indemnify. Customer will indemnify and hold harmless Company, 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 Customer’s operation of the Portal. 

16.     Miscellaneous.

16.1.              Amendments; Waivers. The Company reserves the right to modify or update this Agreement from time to time. Any such changes will become effective upon posting on the Platform or upon notice to the Customer, as applicable. Continued access to or use of the Platform after such updates constitutes acceptance of the revised Agreement.

No waiver of any provision of this Agreement shall be effective unless in writing and agreed by the party against whom the waiver is to be enforced. No delay in exercising any right shall operate as a waiver of such right.

16.2.     Assignment. Neither Company nor Customer 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 Customer 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.

16.3.     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. 

16.4.     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.

16.5.     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.

16.6.     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.

16.7.     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.

16.8.     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.

16.9.     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.

16.10. Electronic Execution; Counterparts.This Agreement may be executed and delivered electronically and in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

16.11. Entire Agreement. This Agreement constitutes the entire agreement between Company and Customer.