Agreement to These Terms
These Terms of Service govern the use of our website and the professional services provided by AAXPY Private Limited, a computer integrated systems design company with its place of business at 152 Beach Road, #23-02 Gateway East, 189721, Singapore (SG). By visiting our website, submitting an enquiry or engaging us for work, you agree to these terms to the extent they apply to your use.
Where we enter into a written services agreement or statement of work with a client, that document takes precedence over these terms for the work it covers. These terms fill the gaps that the written agreement does not address. If a provision of these terms conflicts with a provision of a signed agreement, the signed agreement prevails, and the remaining provisions of these terms continue in force.
If you are accepting these terms on behalf of an organisation, you confirm that you have authority to bind that organisation. If you do not have that authority, please do not accept these terms on the organisation behalf and ask the authorised person to review them.
We may update these terms from time to time. The version in force is the one published on our website. A material change does not apply retroactively to work already governed by a signed statement of work unless the client agrees in writing.
Definitions
In these terms, the Company means AAXPY Private Limited. The Client means the organisation or individual that engages the Company for services. The Services means the parse workbench services described on our website and in a statement of work, which may include pipeline builds, schema mapping, quality assurance harnesses, error log design, source refresh reviews and delivery signoff.
Deliverables means the artefacts the Company provides to the Client, including pipeline code, mapping ledgers, harness suites, runbooks, log schemas and signoff records. Client Data means all information the Client supplies or makes available to the Company in connection with the Services. Personal Information means information about an identified or identifiable individual.
Statement of Work means a written document that describes a specific engagement, its scope, timeline, fees and any special terms. Business Day means a day other than a Saturday, Sunday or public holiday in Singapore.
Our Services
The Company provides data parsing and systems integration services to organisations. Our work typically begins with a source survey, in which we examine representative payloads and describe their real structure. From there we design and build an extraction pipeline, reconcile the source against a target schema, assemble a quality assurance harness, design an operator friendly error log, agree a refresh cadence for upstream sources, and close the engagement with a documented signoff sitting.
We describe the six desks of our workbench on the services page of our website. The description is informative and does not by itself create an obligation to deliver any particular service. An obligation arises only when a statement of work is signed by both parties, or when the Client and the Company agree in writing to a specific task and fee.
The Company performs its services with the reasonable skill and care expected of a professional firm in its field. We do not guarantee that a pipeline will be free of all defects, that a source supplier will never change a feed without notice, or that the Client business processes will produce a particular commercial result. We do commit to building in a way that makes defects visible early and that supports an honest post incident review.
Engagement and Statements of Work
Each engagement is described in a statement of work. The statement of work records the scope, the assumptions, the deliverables, the milestones, the fees, the client dependencies and the acceptance criteria. We prefer short, precise statements of work over long schedules, because a short document is more likely to be read and understood by everyone who matters.
Unless the statement of work says otherwise, it takes effect when both parties have signed it. Electronic signature is acceptable. Where urgent commencement is agreed in writing, work may begin before signature, and these terms apply to that work from the first hour.
Estimates of effort and duration are provided in good faith. They are not fixed prices or guaranteed dates unless the statement of work expressly labels them as such. Where a dependency outside our control delays the work, we will inform the Client promptly and propose an adjusted plan.
Client Responsibilities
The Client agrees to provide accurate information about its systems, its data sources and its compliance obligations. The Client also agrees to nominate a person with authority to answer questions and approve decisions, because a parse project stalls quickly when no one can confirm a mapping choice.
The Client is responsible for ensuring that it has a lawful basis to supply any Client Data to the Company, including any Personal Information inside that data. The Client confirms that it has obtained all notices and consents required by applicable law and that it has the right to share the data for the purposes of the Services.
The Client agrees to provide timely access to the environments, credentials and sample payloads needed for the work. Where access is delayed beyond a reasonable period, the Company may adjust the schedule or, where the delay is substantial, treat the engagement as suspended in accordance with these terms.
The Client is responsible for the decisions it takes on the basis of the Deliverables. Our pipelines produce records and reports, and the Client remains accountable for how those records are used in its own operations, including any decision that affects an individual.
Fees and Payment
Fees are set out in the statement of work. Unless otherwise agreed, fees are quoted in Singapore dollars and exclude goods and services tax and any other applicable taxes, which the Client will pay in addition where the law requires.
Invoices are issued according to the milestone schedule or, where no schedule is specified, monthly in arrears for work performed. Payment is due within thirty days of the invoice date unless the statement of work provides otherwise. Payments should be made by bank transfer to the account named on the invoice.
If an invoice remains unpaid for more than thirty days after the due date, the Company may charge interest at the rate of one percent per month or the maximum rate permitted by law, whichever is lower. The Company may also suspend work after giving written notice, provided the suspension is proportionate and the disputed amount is genuinely outstanding.
Where a fixed fee is agreed, it covers the scope described in the statement of work. Additional work is charged at the rates set out in the statement of work or, if no rates are set, at the Company standard rates in force at the time the additional work is requested. The Company will obtain written approval before carrying out additional work that exceeds the agreed threshold.
Travel and other direct expenses are charged at cost where the statement of work allows them and where the Client has approved them in advance. Receipts are provided with the invoice.
Changes to Scope
A change to scope may arise when the Client adds a source, changes a target schema, introduces a new compliance requirement or asks for a deliverable that the statement of work did not describe. When this happens, either party may request a written change note.
The change note describes the requested change, its effect on the plan, the additional fee if any, and any effect on previously accepted deliverables. No change is binding until both parties have accepted the note in writing. Work on the change may begin once the note is accepted or, where the Client requests it, on a time and materials basis recorded in writing.
If the Client directs the Company to proceed with a change without a signed note, the Company may treat the direction as acceptance and invoice for the additional work at its standard rates.
Deliverables and Acceptance
The Company provides Deliverables in the form described in the statement of work. The Client has the review period stated in the statement of work, or ten Business Days if no period is stated, to test the Deliverables against the acceptance criteria and to notify the Company of any failure to meet them.
If the Client notifies a failure, the Company will correct the failure within a reasonable time and resubmit the Deliverable. If the Client does not notify a failure within the review period, the Deliverable is deemed accepted, provided it substantially meets the acceptance criteria.
Acceptance of a Deliverable does not relieve the Company of its obligations to correct defects that are later discovered and that arise from the Company failure to perform with reasonable skill and care. Nor does acceptance transfer responsibility for Client Data or for the Client decisions described in these terms.
Where a Deliverable is a configuration or a pipeline that depends on an external supplier, acceptance of the Deliverable is acceptance of the mapping as at the tested snapshot. Subsequent supplier changes are handled through the source refresh process, which may be included in the statement of work or charged separately.
Intellectual Property
On full payment of the fees for an engagement, the Company assigns to the Client all rights in the Deliverables created specifically for that engagement, to the extent those rights are capable of assignment. This assignment includes the pipeline code, the mapping ledger, the harness suite, the runbook and the signoff record produced for the Client.
The Company retains ownership of its pre existing tools, templates, libraries, methods and know how, together with any improvements that are general in nature and not specific to the Client. Where such materials are embedded in a Deliverable, the Company grants the Client a perpetual, non exclusive, royalty free licence to use, modify and maintain them as part of the Deliverable.
The Company retains the right to describe its work in general terms for professional reference, provided it does not disclose Confidential Information or Personal Information and provided the Client has not asked for confidentiality about the fact of the engagement. Case descriptions are always reviewed with the Client before publication.
Each party retains ownership of its own name, logo and trademarks. Neither party may use the other party marks without prior written consent, except that the Company may list the Client name in a confidential client register that is not published.
Data Handling and Privacy
Each party will comply with the data protection laws that apply to it. Our Privacy Policy, available on our website, describes how the Company handles Personal Information as a controller. Where the Company processes Client Data as a processor, the parties will enter into a data processing agreement that describes the instructions, the security measures, the subprocessors and the assistance the Company will provide.
The Company will process Client Data only on documented instructions from the Client, except where the law requires otherwise. Where the law requires the Company to process data for another purpose, the Company will inform the Client before doing so unless the law prohibits that notice.
The Company will implement appropriate technical and organisational measures to protect Client Data. No system is perfectly secure, and the Client acknowledges that the Company cannot guarantee absolute security. The Company will notify the Client without undue delay after becoming aware of a breach that affects Client Data, and the parties will cooperate in investigating and containing it.
On termination, the Company will return or delete Client Data within the period agreed in the statement of work or the processing agreement. Where no period is agreed, the Company will return or delete Client Data within sixty days of the termination date, subject to any legal retention requirement.
Confidentiality
Each party agrees to keep confidential the non public information it receives from the other party in connection with the Services, including business plans, technical designs, source samples, pricing and client lists. Confidential Information does not include information that is already public through no breach, that was lawfully known before disclosure, that is independently developed without use of the disclosed information, or that is received from a third party without a duty of confidence.
A party may disclose Confidential Information where required by law, regulation or court order, provided it gives the other party prompt notice where permitted and discloses only the portion that is required.
The confidentiality obligation continues for five years after the end of the engagement, and indefinitely for trade secrets. On request, each party will return or destroy the other party Confidential Information at the end of the engagement, subject to archival and legal requirements.
Third Party Components
Our Deliverables may include open source libraries or commercial third party components. We identify material components in the runbook and provide the licence terms that apply. The Client is responsible for complying with those licences, and the Company will assist in identifying obligations where requested.
Where the Deliverable depends on a third party platform, such as a cloud service or a database product, the Client remains responsible for its own agreement with that provider. The Company is not responsible for changes, outages or price changes imposed by a third party platform, though we will help the Client plan around them.
Warranties
The Company warrants that it will perform the Services with reasonable skill and care, in a professional and workmanlike manner, in accordance with the statement of work and applicable law.
The Company further warrants that, to the best of its knowledge, the Deliverables do not infringe the intellectual property rights of any third party when used as described in the statement of work. This warranty does not apply to modifications made by the Client or by a third party, or to use of the Deliverables outside the described purpose.
Except as expressly stated in this section, the Company disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose or non infringement, to the maximum extent permitted by law. Nothing in this section excludes a warranty that cannot be excluded under applicable law, including any statutory rights that apply to a consumer.
Limitation of Liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss of business opportunity, however arising and whether or not the party was advised of the possibility of such loss.
Subject to the preceding paragraph, the total aggregate liability of the Company to the Client in connection with an engagement, whether in contract, tort, statute or otherwise, is limited to the greater of the fees paid by the Client for the engagement in the twelve months preceding the event giving rise to the claim and one thousand Singapore dollars.
Nothing in these terms limits liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any other liability that cannot be limited by law. Where the Client is a consumer, the statutory rights of the Client are preserved and nothing in this section reduces those rights.
The parties acknowledge that the limitation of liability reflects the commercial allocation of risk in the engagement and that the fees would be materially different without it.
Indemnity
The Client will indemnify and hold harmless the Company against any claim, loss or expense arising from Client Data, including a claim that the Client did not have the right to supply the data or that the Client had no lawful basis to process Personal Information contained in it.
The Company will indemnify the Client against any third party claim that a Deliverable, used as described in the statement of work, infringes an intellectual property right, provided the Client promptly notifies the Company of the claim and allows the Company to control the defence and settlement. The Company may, at its option, replace or modify the affected element, obtain a licence for the Client, or refund the fees paid for the affected element.
This section is subject to the limitation of liability described above.
Term, Suspension and Termination
An engagement begins on the effective date of the statement of work and continues until the Deliverables are accepted and the fees are paid, unless the statement of work provides for a different term or for ongoing support.
Either party may terminate an engagement for convenience by giving thirty days written notice. Where the Client terminates for convenience, the Client will pay for work performed and for non cancellable commitments made in reliance on the engagement.
Either party may terminate immediately by written notice if the other party commits a material breach and fails to remedy it within fifteen Business Days after receiving notice describing the breach. Either party may terminate immediately if the other party becomes insolvent, enters administration or ceases to carry on business.
The Company may suspend work if an invoice remains unpaid beyond the period described in these terms, or if the Client fails to provide a required dependency after reasonable notice. Suspension will be lifted once the cause is resolved, and the schedule will be adjusted fairly.
On termination, the Company will deliver work performed to date, the Client will pay for it, and each party will return or destroy Confidential Information in accordance with these terms. Provisions that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, will continue in force.
Force Majeure
Neither party is liable for a delay or failure to perform caused by an event outside its reasonable control, including natural disaster, epidemic, war, civil unrest, government action, widespread network failure or a prolonged failure of a public utility.
The affected party will notify the other party promptly and will take reasonable steps to mitigate the effect. If the event continues for more than sixty days, either party may terminate the affected engagement by written notice, and the Client will pay for work performed up to the date of termination.
Website Use
The content of our website is provided for general information. While we take care to keep it accurate, we do not warrant that every statement is complete, current or applicable to your particular situation. Nothing on the website constitutes professional advice until it is confirmed in a signed statement of work.
You agree not to misuse the website, including by attempting to gain unauthorised access to our systems, by introducing malicious code, by scraping content at a volume that degrades service, or by using the site in a way that infringes the rights of others.
We may change, suspend or withdraw any part of the website at any time. Links to third party sites are provided for convenience, and we do not endorse or control the content of those sites.
All content on the website, including text, design and code, is owned by the Company or used under licence and is protected by applicable intellectual property law. You may view and print pages for your own reference, but you may not republish them without written permission.
Governing Law and Disputes
These terms and any engagement to which they apply are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore, except that either party may seek urgent injunctive relief in any competent court.
Before starting proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives. If the dispute is not resolved within thirty days of written notice, either party may refer it to mediation at a recognised mediation centre in Singapore before commencing litigation.
Nothing in this section prevents either party from enforcing a judgment or an award in another jurisdiction where assets are located.
Contact Details
Questions about these terms should be sent to ask@aaxpy.lol or raised by telephone on +19085760212 during business hours, which are Monday to Friday from 09:00 to 18:00 Singapore time.
Written correspondence may be addressed to AAXPY Private Limited, 152 Beach Road, #23-02 Gateway East, 189721, Singapore (SG). Please quote the statement of work reference where your question relates to a specific engagement.
If any provision of these terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be replaced by a valid provision that achieves the intended commercial effect as closely as possible.
These terms, together with the applicable statement of work and our Privacy Policy, form the entire agreement between the parties for the Services and supersede any earlier discussion or representation on the same subject.