Terms and Conditions

1. Definitions

For the purposes of these Terms, the following definitions apply:

• "Services" means the document processing solutions, assessments, consulting, and related services provided by Quoralis.
• "Client" or "you" means the individual or organisation engaging our Services.
• "We", "us", or "our" refers to Quoralis.
• "Agreement" means these Terms together with any service-specific terms, proposals, or contracts.
• "Website" means our online platform accessible at quoralixase.com.
• "Personal Data" has the meaning set forth in Singapore's Personal Data Protection Act 2012.

2. Acceptance of Terms

By accessing our Website, requesting information, or engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any provision of these Terms, you must not use our Services or Website.

These Terms constitute a legally binding agreement between you and Quoralis. You represent that you have the legal capacity and authority to enter into this Agreement on behalf of yourself or the organisation you represent.

3. Service Description

Quoralis provides intelligent document processing solutions tailored for legal and financial sectors. Our Services include:

• Document processing assessments and workflow analysis
• Custom document extraction module development
• Enterprise document intelligence platform deployment
• Model training, integration, and ongoing support services

Specific service scope, deliverables, timelines, and pricing are detailed in individual service proposals or contracts. In case of conflict between these Terms and a signed service agreement, the service agreement prevails.

We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice to affected Clients.

4. User Obligations

When using our Services, you agree to:

• Provide accurate, complete, and current information as required for service delivery
• Maintain the confidentiality of any access credentials provided
• Notify us promptly of any unauthorised use of your account or security breaches
• Comply with all applicable laws and regulations in your use of our Services
• Provide necessary document samples and cooperation for successful implementation
• Ensure you have appropriate rights to share documents processed through our Services
• Use our Services only for lawful business purposes

You are responsible for all activities occurring under your account and for ensuring compliance with these Terms by any users you authorise.

5. Intellectual Property Rights

Our Intellectual Property: All intellectual property rights in our Services, software, algorithms, methodologies, documentation, and Website content remain our exclusive property or that of our licensors. These Terms do not grant you any ownership rights in our intellectual property.

Client License: Subject to payment and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable licence to use our Services for your internal business purposes during the service term.

Client Data: You retain all rights to documents and data you provide to us ("Client Data"). By providing Client Data, you grant us a limited licence to process such data as necessary to deliver Services, including model training and accuracy validation.

Restrictions: You may not reverse engineer, decompile, or attempt to derive source code from our Services; copy, modify, or create derivative works; or sublicense, resell, or distribute our Services to third parties without our written consent.

6. Payment Terms

Fees: Service fees are specified in individual proposals or contracts. Unless otherwise stated, all fees are in Singapore Dollars (SGD) and exclude applicable taxes.

Payment: Invoices are payable within 30 days of issuance unless alternative payment terms are agreed in writing. Late payments may incur interest charges at 1.5% per month or the maximum rate permitted by law, whichever is lower.

Taxes: You are responsible for all applicable taxes, duties, and governmental charges associated with the Services, excluding taxes based on our income.

Disputed Charges: If you dispute any charges, you must notify us in writing within 15 days of invoice receipt. Undisputed portions remain payable as scheduled.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the service relationship. This includes Client Data, business processes, pricing information, and technical specifications.

Confidential information may be disclosed only to employees, contractors, or advisors who need access to perform services and are bound by confidentiality obligations. Exceptions apply where disclosure is required by law or with the disclosing party's written consent.

These confidentiality obligations survive termination of the service relationship for three years, or indefinitely for trade secrets.

8. Data Protection and Privacy

Our collection, use, and protection of Personal Data is governed by our Privacy Policy, which forms part of these Terms.

When processing Client Data containing Personal Data, we act as a data processor on your behalf. You warrant that you have obtained necessary consents and have legal basis to share such data with us for processing.

We implement appropriate technical and organisational measures to protect Personal Data in accordance with Singapore's Personal Data Protection Act and industry standards.

9. Warranties and Disclaimers

Our Warranties: We warrant that Services will be performed with reasonable care and skill consistent with professional standards in the document processing industry.

Disclaimer: Except as expressly stated in these Terms or a service agreement, Services are provided "as is" without warranties of any kind, whether express or implied. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement to the maximum extent permitted by law.

Accuracy: While we strive for high accuracy in document processing, we do not warrant that processing will be error-free or that results will meet specific accuracy thresholds unless explicitly guaranteed in a service agreement. Accuracy rates depend on document quality, format consistency, and training data adequacy.

Professional Advice: Our Services provide document processing capabilities but do not constitute legal, financial, or professional advice. You remain responsible for reviewing processed output and making business decisions based on such information.

10. Limitation of Liability

Liability Cap: To the maximum extent permitted by law, our total liability arising from or related to Services, whether in contract, tort, or otherwise, shall not exceed the total fees paid by you in the 12 months preceding the event giving rise to liability.

Excluded Damages: In no event shall we be liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption, even if advised of the possibility of such damages.

Exceptions: Nothing in these Terms excludes or limits liability for fraud, gross negligence, wilful misconduct, death or personal injury, or any liability that cannot be excluded under Singapore law.

Claims Period: Any claim arising under these Terms must be brought within one year of the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Quoralis, its officers, employees, and contractors from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your violation of applicable laws; (c) your misuse of Services; or (d) claims that Client Data infringes third-party rights. We reserve the right to assume exclusive defence and control of any matter subject to indemnification.

12. Term and Termination

Term: These Terms remain in effect for the duration of any active service engagement. Specific service terms are defined in individual agreements.

Termination for Convenience: Either party may terminate a service engagement with 30 days' written notice, subject to payment for services rendered through the termination date.

Termination for Cause: Either party may terminate immediately if the other party: (a) materially breaches these Terms and fails to cure within 15 days of notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases business operations.

Effect of Termination: Upon termination, access to Services ceases, outstanding fees become immediately due, and confidentiality obligations continue as specified in these Terms. We will return or destroy Client Data as requested within 30 days of termination.

13. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labour disputes, governmental actions, or infrastructure failures. Affected party must provide prompt notice and make reasonable efforts to mitigate impact. If force majeure continues for more than 60 days, either party may terminate without penalty.

14. Dispute Resolution

Informal Resolution: Before initiating formal proceedings, parties agree to attempt good faith negotiation to resolve disputes. Either party may request a meeting with senior management to discuss resolution.

Governing Law: These Terms are governed by the laws of Singapore, without regard to conflict of law principles.

Jurisdiction: Any disputes that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of Singapore. Both parties consent to venue in Singapore and waive any objection to jurisdiction or venue.

15. General Provisions

Entire Agreement: These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between parties and supersede all prior understandings, whether written or oral.

Severability: If any provision is found invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be modified to achieve the intended effect to the extent possible.

Waiver: Failure to enforce any provision does not constitute a waiver of that or any other provision. Waivers must be in writing to be effective.

Assignment: You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with merger, acquisition, or sale of assets.

Notices: Notices under these Terms must be in writing and delivered to the addresses specified in service agreements or to [email protected]. Notices are deemed received when delivered by email, courier, or registered mail.

16. Changes to Terms

We may update these Terms periodically to reflect changes in our services, legal requirements, or business practices. Material changes will be communicated through website notice or direct notification. Continued use of Services after changes become effective constitutes acceptance of modified Terms. Clients under active service agreements will be notified 30 days before changes affecting their engagement take effect.

17. Contact Information

For questions regarding these Terms or to provide legal notices, please contact: