ORDER TERMS & CONDITIONS

These Terms and Conditions together with the applicable Order (this “Agreement”) govern the Order placed by Customer (as defined within the applicable Company Proposal and/or Order Form) with Browzwear (”Browzwear” or “Company”) for the products, software license or subscription for services, as well as additional professional services detailed in the Order (together – the "Products").
SIGNATURE ON THE PROPOSAL / PLACING OF AN ORDER CONSTITUTES EXPRESS AGREEMENT OF CUSTOMER TO THIS AGREEMENT.

1. Order and Renewals. An order is the purchase order signed by both parties for the purchase of Products listed therein ("Order"). Renewals of subscription services are automatic, unless a party hereto notifies the other party in writing at least thirty (30) days prior to the expiration of the applicable term, or unless otherwise agreed between the parties hereto in writing.
2. Scope. During the term specified in an Order and any renewal thereof, subject to compliance with the terms of the Order and herein, Customer will be granted with a limited, non-exclusive, non-transferable, non-assignable right, without a right to sublicense, to access and use the purchased Product solely for its business purpose. Customer may not include the Product (software and/or service) as part of its offering to its clients.
3. Permitted Usage. Eligibility to use the subscriptions and products purchased is limited to the quantity stated in the applicable Order. Should Customer exceed the permitted usage (e.g. used more seats, more credits), such usage is subject to additional payment to Browzwear. Reductions in fees and partial cancellations are not permitted. For the use of features which are paid for with credits - Browzwear may terminate the usage of such features in the event of insufficient credit.
4. Additional products. The purchase of additional/other products, SaaS, technical/professional service and any other service, as well as expansions, are all under separate offers and are separate from any product and service purchased under the applicable Order. Customer's obligation to pay for any product or service is not contingent on delivery of any separate product or service.
5. Registration. Placing an order may require provision of certain information. Customer represents and warrants that all such information is accurate, and Customer shall ensure that such information is kept up­to­date. Company shall have no responsibility or liability for inaccurate information or information that later becomes outdated.
6. Prices and Payment Terms.
   6.1. Prices and payment terms are listed in the applicable Order. Any discounts provided by Browzwear are at Browzwear’s sole discretion and shall not obligate Browzwear in connection with future orders and/or renewals.
   6.2. Where any Products or Services are payable as subscription, these Products or Services are chargeable annually in advance starting on the Billing Start Date stated in an Order Form. The minimum subscription period is stipulated in the order form and termination is not allowed within the minimum term. Recurring billing will be sent automatically 60 days before the expiration of the current term.
   6.3. Invoices are considered validly issued including where produced and sent electronically and regardless of whether any Customer purchase order has been issued. Further, the internal purchasing procedures of the Customer cannot be used to delay the issuing of invoices in accordance with the terms set out below and failure to issue a purchase order will not negate Browzwear’s legal rights to collect any sums due and owing under any undisputed invoice. Browzwear shall use its reasonable endeavors to comply with any invoice procedure provided by the Customer prior to the applicable effective date.
   6.4. If any amounts invoiced are not received by Browzwear by the due date, then Browzwear may charge late interest on those amounts from the date such payment was due until the date paid. Late interest will be charged monthly at the rate of 3% per annum, unless applicable Law provides that a lower mandatory rate must be charged, in which case the lower mandatory rate will be charged by Browzwear.
   6.5. Indexation. Prices stated in the Order will increase by way of indexation on each Renewal Date as detailed below. In addition, any fees that are stated as due or payable in the future shall be increased by applying indexation for each year which passes prior to those fees being invoiced. The increase in any one year will be the annual increase in the Reference Index (a previous year or years being measured at the point the relevant invoice is raised) plus 2%. In addition, Browzwear shall have a right to increase prices at its discretion for future Orders and/or renewals of subscriptions, by providing Customer with a 60 days' notice
7. Delivery. Delivery of hardware products (if applicable) shall be within the timeframe designated in the applicable Order, to the address indicated in therein. Delivery related costs and taxes, including without limitation, import duties, taxes and other government charges, are Customer’s responsibility and may be added to the purchase price. Shipment terms shall be Incoterms Ex. Works.
8. Connecting to Software/Subscription Service. Browzwear shall issue to Customer and/or authorize a Customer designated administrator to create and issue to each designated user, a user login and password for access and use of the applicable service and/or software. Customer and its users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the user to which it was issued. Customer is solely responsible for any and all access and use of the Products that occurs under Customer’s account. Browzwear shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.
9. Browzwear IP. For the avoidance of doubt, except for the limited right to use the product, software subscription and/or professional service as detailed in this Agreement, nothing herein shall be deemed to grant any rights to Customer to any software, product, service or intellectual property of Browzwear or to any software, product, service or intellectual property right to which Browzwear has been granted a license.
   
   Customer acknowledges that Browzwear will retain all right, title and interest in and to its software, products and services, all technology, inventions and pre-existing content incorporated therein, all derivative works, modifications and enhancements thereto and all intellectual property rights in any of the foregoing. Customer further acknowledges that Browzwear will retain all right, title and interest to transactional and performance data (but not to Customer's content) related to use of software subscriptions, products and/or professional services which Browzwear may aggregate and collect in such a way as to not allow identification of Customer, any User or any suppliers or service providers for Browzwear’s business purposes (including software use optimization) provided that such use does not reveal the identity of Customer, any Customer employee, agent, contractor, supplier or service provider or specific use characteristics that may be identified to Customer, its Users, suppliers or service providers. Browzwear’s trademarks, service marks, patents, copyrights, trade secrets and other proprietary rights in or related to the services and applicable software are and will remain the exclusive property of Browzwear or its licensors.
   
   Browzwear retains all rights to modify, upgrade and update its Products, at its discretion. Updates and upgrades provided to Customer by Browzwear are governed by the terms of this Agreement.
   
   
10. Additional Documents/Agreements: The following documents shall apply and be regarded as an integral part of this Agreement as may be updated from time to time upon notice to Customer:

    10.1. Use of any subscription and/or software is subject to Browzwear's Subscription Agreement.
    10.2. Warranty terms for the Fabric Analyzer can be found at: Fabric Analyzer Warranty.
    10.3. Privacy Policy.
    10.4. SLA.
    10.5. Use of Headless Software and/or Open Platform is subject to additional terms to be agreed with Browzwear.
    10.6. Professional Services are subject to additional terms and conditions to be agreed with Browzwear.
    10.7. Training services will be provided subject to acceptance of Browzwear's training policy.
    In the event of contradicting terms between the above documents and the terms herein, the terms herein shall prevail.
    

11. Term. The term of this Agreement is for the Term of the subscription purchased, during which the applicable service will be provided in accordance with the applicable Order.
12. Termination and Revocation.
    

    12.1. Termination. Browzwear has the right to terminate this Agreement and/or Order at any time on notice to Customer (i) if Customer breaches any of the terms herein, and such breach was not cured immediately following notification; or (ii) Customer has otherwise infringed Browzwear's intellectual property rights.

    12.2. Revocation of License/Subscription. This Agreement and any applicable license shall expire automatically when (i) Customer became insolvent, filed for bankruptcy, was liquidated, restructured, ceased doing business or otherwise went into any arrangement that may cause Browzwear to be unable to enforce its rights under this license; or (ii) the term of the license or subscription expired.

    
    
13. Miscellaneous. Customer may not assign or transfer this Agreement or any of your rights or obligations hereunder without Company's prior written consent. This Agreement will be construed in accordance with the laws of Singapore, and the parties consent to the exclusive jurisdiction of the competent courts in Singapore with respect to any disputes arising hereunder. Company may provide any notification required hereunder to the email address you provided as part of the order registration. If any part of this Agreement is held unenforceable, the validity of the remaining provisions shall not be affected.