Terms of Service between

“You”/ “Your” (The customer as specified in the purchase order, or in the invoice, as the case may be)

AND

“We”/ “Us”/ “Our”/ “OpenForge”: Openforge Pte Ltd

Recitals

1. NAPFA GO (“the SaaS”) is a web app designed to simplify student data management and sports activity/ well-being tracking, with a strong focus on user-centric design. Our goal is to empower educators by enabling seamless monitoring of physical fitness assessments through features like real-time data entry, easy integration with School Cockpit, and advanced analytical tools. By leveraging cutting-edge web technologies, We strive to provide an intuitive solution that supports data-driven decision-making in education, reflecting Our commitment to enhancing efficiency and innovation in academic record-keeping and performance evaluation.
2. These Terms of Service govern Your use of Our websites at https://napfago.openforge.tech, and the SaaS. By creating an account on OpenForge or using the SaaS, You agree to be bound by Our Terms of Service (Our “Terms”).
3. By accepting Our proposal and/or by using the SaaS, You agree that:
4. Our Terms will apply to Your use of the SaaS.
5. The Terms are the only terms and conditions which We are prepared to accept and deal with. These Terms shall prevail over any other terms and conditions whatsoever of, proposed by or applicable to You, irrespective whether You have provided Us with or have howsoever indicated that You wish to apply Your terms and conditions.

1. Term and Duration

The effective date shall be the date that You (“Effective Date”) accept Our Proposal and/or start using the SaaS. These Terms shall commence on the Effective Date and shall apply to, and govern, the purchase orders and Our proposal, and shall continue for a term of twelve (12) months.

2. Specific Details

The details of the SaaS as applicable to You are as detailed in Our proposal.

3. Charges, Payment and Default

You agree to pay all undisputed amounts due under an invoice within thirty (30) days after the invoice date.

If You dispute any amount included in an invoice, then (i) You must notify Us of the dispute in writing, (ii) such notice shall include a description of the items You are disputing and the reason such items are being disputed; and (iii) You shall promptly exercise its best efforts to work with Us to resolve such dispute. Pending resolution of such disputed amount, You shall pay any and all undisputed amounts within thirty (30) days of invoice date.

       a. Default. You will  be in default if We do not receive any payment within fifteen (15) days after the date it is due (45 days after invoice               date), or if You breach any other obligation under this Agreement. If You default, We, in addition to Our other remedies may require                   immediate payment of all amounts then due.

       4. Indemnities

You agree to indemnify, defend, and hold harmless Us, Our affiliates, officers, directors, employees, agents, and licensors (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with:

      (a)  Your use of Our SaaS, including any data or content transmitted or received through Your account;

      (b)  Your violation of these Terms or any policies referenced herein;

      (c)  Your breach of any applicable laws or regulations, including but not limited to intellectual property laws and privacy laws;

      (d)   Any claim made by a third party arising out of Your actions or omissions;

      (e)   Any dispute between You and any third party.

This indemnity shall apply to the fullest extent permitted by law and shall survive the termination of these Terms and Your use of Our SaaS.

In the event of any claim in relation to (a) to (e) above, We will provide You with prompt written notice of such claim and will reserve the right, at Your expense, to control the and settlement of the claim. You may not settle any claim without Our prior written consent.

5. Limitation of liability

To the fullest extent permitted by law, We and Our affiliates, officers, directors, employees, agents, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to Your use of Our software, including but not limited to loss of profits, data, business opportunities, or other intangible losses, even if we have been advised of the possibility of such damages.

In no event shall Our total liability to You for any claims arising out of or relating to these Terms of SaaS or Your use of Our software exceed (1) the amount You have paid to OpenForge Pte Ltd for the software in the twelve (12) months preceding date of Your claim, or (2) one thousand Singapore dollars, whichever is greater.

Nothing in this Limitation of Liability clause shall exclude or limit Our liability for:

• Death or personal injury caused by Our negligence;
• Fraud or fraudulent misrepresentation; or
• Any other liability that cannot be excluded or limited by law.

6. Representation and Warranties

The SaaS is provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall We, Our suppliers and Our partners be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the SaaS or the use or other dealings in the SaaS.

Further, We, Our suppliers and Our partners do not warrant that the functions contained in the SaaS will be uninterrupted or error-free, that defects will be corrected, that the SaaS or the servers that make them available are free of harmful components or that the SaaS will meet Your requirements. You are solely responsible for any damage to Your equipment or device, loss of use, or loss of data. Nothing in this section is intended to limit any rights You may have which may not be lawfully limited.

7. Amendment and Waiver

No waiver or amendment of any provision of these Terms shall be effective unless in writing and signed by both parties; further, any waiver by either party of a breach of any provision shall not be construed as a waiver of any other provision or subsequent breach of the same or any other provision of these Terms.

8. Entire Agreement

These Terms, together with Our Proposal, constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between the parties, whether written or oral, relating to the provision of the SaaS as detailed herein.

9. Governing Law; Dispute resolution

These Terms, our Proposal and all other documents relating to the SaaS shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Any disputes arising from these Terms will be resolved firstly through mutual negotiation undertaken in good faith.

If the dispute remains unresolved, the dispute will be submitted to the non-exclusive jurisdiction of the Courts of Singapore.

10. Contact information

We: OPENFORGE PTE. LTD., 60 PAYA LEBAR ROAD #07-54 PAYA LEBAR SQUARE, SINGAPORE (409051)

If You wish to report a security breach, please contact us at: dpo@openforge.tech