Terms and Conditions

1. Introduction

Welcome to Xylaron. These Terms and Conditions ("Terms") govern your use of our website located at www.Xylaron.sg ("Website") and the process optimization and scaling services ("Services") provided by Xylaron, operating from 12 Marina Boulevard, #28-00, Marina Bay Financial Centre Tower 3, Singapore 018982.

By accessing our Website or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you disagree with any part of these Terms, you must not access the Website or use our Services.

These Terms constitute a legally binding agreement between you and Xylaron. Please read them carefully before using our Website or Services.

2. Definitions

For the purpose of these Terms:

• "Client" refers to any individual, company, or organization that has entered into a service agreement with us for the provision of our Services.
• "Content" means all information, data, text, graphics, images, videos, audio files, software, and other materials contained on our Website.
• "Deliverables" refers to all outputs, reports, analyses, recommendations, and other materials provided to you as part of our Services.
• "Services" refers to process optimization and scaling consulting services provided by Xylaron, as detailed in a Service Agreement.
• "Service Agreement" means a separate agreement between Xylaron and a Client for the provision of specific Services.
• "User" means any person who accesses or uses our Website.
• "We," "us," and "our" refer to Xylaron.
• "You" and "your" refer to the User or Client accessing our Website or using our Services.

3. Services

3.1 Service Description

Xylaron provides process optimization and scaling consulting services to businesses, including but not limited to:

• Operations process optimization
• Customer journey optimization
• Digital transformation consulting
• Supply chain optimization
• Business scaling frameworks
• Process analysis and redesign

The specific scope, deliverables, timelines, and fees for Services will be outlined in a separate Service Agreement between Xylaron and the Client.

3.2 No Guarantees

While we strive to provide high-quality Services that deliver value to our Clients, we do not guarantee specific business outcomes or results from using our Services. The effectiveness of our Services depends on various factors, including your implementation of our recommendations, market conditions, and other factors beyond our control.

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. We will provide reasonable notice of substantial modifications to existing Services that may affect our Clients.

3.4 Third-Party Services

Our Services may include recommendations for, or integration with, third-party software, services, or products. Your use of these third-party services may be subject to additional terms and conditions. We are not responsible for any third-party services and disclaim all liability for them.

4. Client Responsibilities

As a Client of our Services, you agree to:

• Provide accurate, complete, and timely information as required for the delivery of our Services
• Assign appropriate personnel to work with our team and provide necessary resources
• Review and provide feedback on Deliverables within agreed timeframes
• Make decisions and approvals in a timely manner to avoid delays in project execution
• Pay all fees and expenses as outlined in your Service Agreement
• Comply with all applicable laws and regulations related to your business
• Use our Deliverables and recommendations in accordance with these Terms
• Implement recommended changes at your own discretion and responsibility

You acknowledge that your active participation and cooperation are essential for the successful delivery of our Services, and that delays or failures in meeting your responsibilities may impact project timelines and outcomes.

5. Fees and Payment

The fees for our Services, payment terms, and billing procedures will be specified in your Service Agreement. Unless otherwise stated in the Service Agreement:

• All fees are quoted in Singapore Dollars (SGD) and are exclusive of applicable taxes
• Invoices are due for payment within thirty (30) days of the invoice date
• We reserve the right to charge interest on overdue amounts at a rate of 1.5% per month
• Payment may be made by bank transfer, credit card, or other methods specified in the Service Agreement
• We may suspend or terminate Services if payment is not received by the due date

You are responsible for all taxes, duties, and levies arising from the provision of our Services, excluding taxes based on our net income.

6. Intellectual Property Rights

6.1 Our Intellectual Property

We own and retain all rights, title, and interest in and to:

• Our Website and its Content
• Our proprietary methodologies, processes, tools, and frameworks
• Pre-existing materials used in providing the Services
• General knowledge, skills, and experience that we possessed prior to providing the Services
• Non-client specific improvements or enhancements to our methodologies developed during the provision of Services

Nothing in these Terms or any Service Agreement shall be construed as transferring ownership of our intellectual property to you.

6.2 License to Deliverables

Upon full payment of all applicable fees, we grant you a non-exclusive, non-transferable, royalty-free license to use the Deliverables for your internal business purposes only. You may not:

• Sell, license, sublicense, or distribute the Deliverables to any third party
• Modify, adapt, or create derivative works based on the Deliverables without our prior written consent
• Remove, alter, or obscure any proprietary notices in the Deliverables
• Use the Deliverables in any manner that infringes upon our intellectual property rights

6.3 Your Materials

You retain all rights to materials, data, and information that you provide to us in connection with the Services ("Client Materials"). By providing Client Materials to us, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client Materials solely for the purpose of providing the Services to you.

7. Confidentiality

Each party may disclose to the other party information that is confidential or proprietary in nature. "Confidential Information" means all non-public information disclosed by one party to the other that is marked as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Each party agrees to:

• Keep confidential all Confidential Information received from the other party
• Use Confidential Information only for purposes of performing obligations or exercising rights under these Terms or a Service Agreement
• Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, and advisors who need to know such information and are bound by confidentiality obligations at least as restrictive as those in these Terms

Confidential Information does not include information that:

• Is or becomes generally known to the public through no fault of the receiving party
• Was known to the receiving party prior to disclosure by the disclosing party
• Is received from a third party without restriction on disclosure
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information

This confidentiality obligation shall survive the termination of these Terms or any Service Agreement for a period of five (5) years.

8. Limitation of Liability

8.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEMS, BE SECURE, OR BE FREE OF ERRORS OR DEFECTS.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Xylaron, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS
• DAMAGE TO GOODWILL OR REPUTATION
• LOSS OR CORRUPTION OF DATA
• COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
• ANY OTHER INTANGIBLE LOSSES

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN ANY EVENT, OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR SGD 10,000, WHICHEVER IS LOWER.

9. Termination

Either party may terminate a Service Agreement in accordance with the termination provisions specified in that agreement.

We may terminate your use of our Website or Services immediately, without prior notice or liability, for any reason whatsoever, including, without limitation, if you breach these Terms.

Upon termination:

• Your right to use the Website and Services will cease immediately
• You will remain liable for all amounts due up to and including the date of termination
• You will return or destroy all copies of Confidential Information in your possession
• Sections of these Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms, 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 for the time being in force, which rules are deemed to be incorporated by reference in this clause.

The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

This arbitration provision shall not prevent either party from seeking injunctive or other equitable relief from the courts for purposes of enforcing rights under intellectual property or confidentiality obligations.

11. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Website and Services after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Website and Services.

12. Contact Us

If you have any questions about these Terms, please contact us at:

Xylaron
12 Marina Boulevard, #28-00
Marina Bay Financial Centre Tower 3
Singapore 018982
Phone: +65 6416 8000
Email: [email protected]