IMPORTANT NOTICE: By placing an order, accessing, or using TRUECHART products or services, you agree to be bound by these General Terms and Conditions (“GTCs”). If you are accepting these terms on behalf of an employer or business entity, that entity will be deemed the “Customer,” and you confirm that you are duly authorized to bind that entity legally. 

Article 1: Scope of these provisions 

1. These GTCs apply to all present and future goods and services of the contractual parties, in particular to the execution, content, and performance of IT services and the supply of software licenses, including software delivered electronically or via SaaS subscription (e.g., TRUECHART+). For SaaS subscriptions, the infrastructure provider’s terms and conditions (e.g., Kamatera) are incorporated by reference and apply to hosting and infrastructure services to the extent they do not conflict with these GTCs or the EULA. TRUECHART PRIVATE LIMITED supplies goods and performs services exclusively according to these GTCs. Any contradictory customer terms of purchase shall not be acknowledged. 
2. Specific goods and services are defined in individual agreements based on these GTCs. Offers from TRUECHART PRIVATE LIMITED are non-binding and subject to confirmation. Orders are considered accepted only if confirmed in writing by TRUECHART PRIVATE LIMITED or if the goods are supplied. Technical or design discrepancies in brochures, catalogues, or documentation, including changes to model, structure, or material due to technical progress or market conditions, are reserved, and no rights against TRUECHART PRIVATE arise from such discrepancies. 
3. Delivery of SaaS subscriptions is deemed complete upon provisioning of access credentials. Acceptance occurs upon provisioning of access credentials, first productive use, or five (5) business days after delivery without a written objection, whichever occurs first. SLA terms, if any, are incorporated by reference in the applicable order form. 

Article 2: Terms and conditions of payment 

1. All prices are exclusive of statutory VAT or GST applicable at the time of contract conclusion. VAT or GST will be added, if applicable, according to the relevant tax legislation valid at the time of contract signature.  
2. One-off contractual payments, including software licenses, hardware, or one-time services, are payable fourteen (14) days after service performance or receipt of goods and must be paid in full without deductions. 
3. For services, remuneration is based on an eight-hour working day. Expenses are reimbursed per the levels in the offer. Costs from extra services, incomplete or incorrect customer information, non-verifiable defect claims, or improper use of the system are borne by the customer. 
4. TRUECHART PRIVATE LIMITED may offset payments against other receivables from the customer, applying payments first to the oldest receivable, then costs, interest, and principal. 
5. The customer may offset claims only with undisputed or legally final counterclaims. 
6. SaaS subscription fees are billed in advance on a recurring basis for the applicable subscription term and renew automatically unless terminated in accordance with Article 13. Non-payment incurs interest at one percent (1%) per month or the maximum permitted by law, whichever is lower, plus reasonable collection costs. Suspension and termination rights are set out in Articles 4 and 13. 

Article 3: Retention of title and software licensing 

1. Electronically delivered or SaaS software is licensed to the customer on a limited, non-exclusive basis; ownership is not transferred. 
2. The customer may process, modify, or adapt retained goods in the ordinary course of business, provided payment is current and license conditions are respected. Pledge or transfer as security is prohibited. Claims arising from resale or other legal grounds are assigned to TRUECHART PRIVATE LIMITED upon contract signature to the extent reflecting TRUECHART PRIVATE LIMITED’s share. The customer has revocable rights to collect assigned claims and shall provide relevant information upon request. 
3. For third-party rights affecting retained goods, the customer shall indicate TRUECHART PRIVATE LIMITED’s title and notify TRUECHART PRIVATE LIMITED immediately. Breach of contract, including payment delay, entitles TRUECHART PRIVATE LIMITED to recover goods at the customer’s cost or demand assignment of restitution claims. Collection does not constitute withdrawal from the contract. Processing or conversion is performed by the customer for TRUECHART PRIVATE LIMITED as the producer without obligation. If TRUECHART PRIVATE LIMITED’s title ceases due to combination or processing, proportional ownership transfers to TRUECHART PRIVATE LIMITED, with the customer preserving such title free of charge. 

Article 4: Delay in payment 

1. If payment exceeding 25% of the net price is delayed for more than four (4) weeks, TRUECHART PRIVATE LIMITED may demand return of hardware and software and dispose of it without prejudice to other rights. 
2. For SaaS subscriptions, TRUECHART PRIVATE LIMITED may suspend service access for non-payment in accordance with Articles 2 and 13 until all overdue amounts are settled. 

Article 5: Supply of goods 

1. Software may be supplied electronically for download, or via SaaS access, as indicated in the order form. TRUECHART PRIVATE LIMITED determines shipment method and packaging. Delivery and risk transfer occur upon handover to the customer or carrier.  
2. The customer must accept goods and services in a timely manner. Supply periods are non-binding unless agreed in writing and subject to TRUECHART PRIVATE LIMITED’s timely receipt. Extensions not attributable to either party do not entitle the customer to compensation. 
3. For SaaS subscriptions, delivery is complete upon provisioning of access credentials. Risk associated with SaaS access is limited to availability as set out in any applicable SLA, incorporated by reference in the order form. 

Article 6: Liability for material and legal defects 

1. Material defects exist if products or their parts fail to comply with contractual specifications at handover, reducing value or fitness for intended use. Remedies are provided free of charge unless disproportionate. Customer relocation costs may apply if relevant. 
2. Consultation and other services are performed according to standards and knowledge at the time of service. No guarantee of successful outcome is given. 
3. Complaints must be made promptly in writing upon first malfunction, including operating procedures. Unauthorized error correction may increase damages. Improper handling, installation, unauthorized access, or use with unapproved systems is excluded from liability. Expenses due to these circumstances are reimbursed according to service rates. TRUECHART PRIVATE LIMITED is not obliged to perform services in these cases. 
4. Claims for material defects in goods are subject to a twelve (12) month limitation. Express software warranties for SaaS or delivered software are available for ninety (90) days from delivery, except where longer statutory rights apply. 
5. SaaS services are provided “as is,” subject to provider terms (e.g., Kamatera) and agreed SLA commitments, except where expressly warranted in writing. 

Article 7: Liability 

1. TRUECHART PRIVATE LIMITED is liable for deliberate acts, serious negligence, initial incompetence, delay, and failure to deliver guaranteed properties. Liability for minor negligence is limited to the one-time fee for licensed software or the contract value of the partial service where damage occurred. “Minor negligence” means a failure to exercise reasonable care that does not amount to gross negligence or wilful misconduct. 
2. Other liability is excluded except as required by statutory rights under Singapore law (including death, personal injury, or fraud). Limitations also apply to data loss or consequential damages if the customer maintains adequate backups and reasonable reconstruction measures. 
3. These limitations apply to both on-premise software and SaaS offerings. 

Article 8: Obligations of the customer 

1. The customer shall provide all necessary support for service performance, including working areas, equipment, computing time, test data, approvals, software, and personnel access. 
2. Product and service effectiveness must be confirmed by acceptance. Acceptance is deemed upon completion of installation, use without written complaint within two weeks, or for SaaS, upon provisioning of access credentials, first productive use, or five (5) business days after delivery without objection. Liability for ordinary breaches may be limited to reasonable damages as agreed. 
3. The customer shall comply with all obligations for proper software use and confidentiality, as cross-referenced in Article 15 and the EULA where applicable. 

Article 9: Intellectual property rights of TRUECHART Private Limited 

1. TRUECHART PRIVATE LIMITED retains all rights to software, including SaaS, derivative works, and associated materials. Customer use is limited to license rights. TRUECHART PRIVATE LIMITED may exploit, publish, expand, or modify results obtained via customer orders. 
2. TRUECHART PRIVATE LIMITED will indemnify against third-party IP claims if the software is used as intended, subject to prompt notice, sole control of defense and settlement, and reasonable cooperation. Remedies include modification, replacement, or pro-rata refund of prepaid fees for SaaS or perpetual licenses. 
3. Identification and proprietary notices must not be removed. Backups are permitted solely for security; documentation may be copied only with consent. Alleged IP breaches must be reported immediately. 
4. Combining software with third-party software requires written consent; software must be used solely for its intended purpose. 

Article 10: Advertisement 

1. TRUECHART PRIVATE LIMITED and its affiliated companies within HICO Group (HICO Group AG, HighCoordination GmbH) may publicly reference the contractual relationship, including the customer’s company name on reference lists, subject to required consent. Publicity shall follow the consent provisions in the EULA. 

Article 11: Non-solicitation clause 

1. The customer undertakes, during the agreement term and for twelve (12) months thereafter, not to solicit TRUECHART PRIVATE LIMITED and its affiliated companies within HICO Group (HICO Group AG, HighCoordination GmbH, HICO SA PTY Ltd) personnel involved under the agreement. Breach incurs a contractual penalty equal to one year of the solicited personnel’s total compensation. TRUECHART PRIVATE LIMITED may enforce this and claim the penalty. 

Article 12: Assignment of rights 

1. The customer may assign rights only with TRUECHART PRIVATE LIMITED’s prior written consent. TRUECHART PRIVATE LIMITED may fulfill obligations through third parties, ensuring performance to the customer, including assignments to affiliates. 

Article 13: Term and termination of contract 

1. Contract terms are determined in individual agreements. Statutory provisions apply to early termination. Parties may terminate for convenience or breach, including SaaS services. 
2. SaaS subscriptions renew automatically for successive terms equal to the initial subscription term unless either party gives written notice of non-renewal at least ninety (90) days before the end of the then-current term. 
3. TRUECHART PRIVATE LIMITED may suspend SaaS access for unpaid amounts overdue by fourteen (14) days after written notice and terminate for non-payment if default continues for thirty (30) days. Suspension does not waive payment obligations. 

Article 14: Governing law and jurisdiction 

1. Contracts with TRUECHART Pte. Ltd.: governed by Singapore law; courts of Singapore have non-exclusive jurisdiction. 
2. Parties may agree to arbitration: APAC under SIAC Rules in Singapore. Governing law and jurisdiction for specific orders may also defer to provisions in the EULA. 

Article 15: Final provisions 

1. Amendments or supplements must be in writing. Verbal renouncement of the written form is excluded. Applicable law is as set out in Article 14. The regulations of the uniform law on the international sale of goods are waived. 
2. If individual provisions are ineffective, remaining provisions remain valid, and economically reasonable replacements shall apply. 
3. Data processing, confidentiality, and data protection obligations for SaaS are governed by the EULA and any applicable Data Processing Addendum. TRUECHART PRIVATE LIMITED shall comply with applicable data protection laws, including Singapore PDPA where applicable. 
4. Audit rights for SaaS usage, including self-audits and third-party audits subject to reasonable notice, are incorporated by reference in accordance with the EULA. 
5. Any SLA commitments for SaaS services are incorporated by reference and attached to the relevant order form; remedies for SLA failures are limited to those provided in the SLA. 

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