Last Updated: 19 December 2025

These General Terms and Conditions ("Terms") apply to all products and services provided by UDD ("Company", "we", or "our") to the customer ("Customer", "you", or "your"). By purchasing, leasing, installing, or using any of our hardware or software products, including cloud-based services, you agree to be bound by these Terms.

These Terms are modular in structure, and the applicable modules depend on the nature of your engagement with us.

1. General Terms

1.1 Definitions

• "Annual Recurring Subscription" means a renewable annual support and maintenance subscription plan purchased by the Customer, as specified in the applicable Order Form, which entitles the Customer to receive software updates, patches, and technical support beyond the initial one-year support period.
• "Agreement" means these Terms and Conditions together with any Order Form, invoice, or other document issued by UDD referencing these Terms.
• "Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party to the other in connection with this Agreement.
• "Customer Data" means any data, information, or content submitted, uploaded, or otherwise transmitted by Customer through the use of the Services.
• "Order Form" means a document (including any online checkout page or written quotation) issued by UDD and accepted by the Customer, specifying the products or services to be provided, pricing, payment terms, subscription period, and any special conditions or applicable modules.
• "Services" includes any software, hardware, cloud-based access, support, maintenance, and other services provided by UDD.

1.2 Entire Agreement

These Terms, together with any Order Forms, Statements of Work, and related agreements that make reference to these Terms, constitute the entire agreement between the parties and supersede any prior oral or written agreements.

1.3 Modifications

UDD may revise these Terms at any time. The most current version will be posted on our website. Continued use of the Services constitutes acceptance of the revised Terms.

1.4 Customer Responsibilities

Customer shall: (a) cooperate with UDD in performance of the Services; (b) provide accurate and complete information; (c) ensure that access credentials are kept secure; (d) use the Services in compliance with applicable laws.

1.5 Export and Sanctions Compliance

You agree to comply with all applicable export control laws and not to export or re-export any part of the Services in violation of such laws.

1.6 Anti-Bribery and Ethical Standards

Each party warrants that it has not and will not engage in any form of bribery, corruption, or unethical conduct in connection with this Agreement.

1.7 Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Singapore. All disputes shall be resolved by arbitration under the SIAC Rules, with three arbitrators and the seat in Singapore.

2. Installed Software (EULA)

2.1 License Grant

UDD grants the Customer a non-exclusive, non-transferable, revocable license to use the installed software solely for internal business purposes in accordance with the terms of this EULA. The software is licensed for use only with the hardware on which it was originally installed or on Customer-provided hardware approved by UDD.

2.2 Scope and Restrictions

The Customer shall not: copy, distribute, sublicense, lease, or rent the software; reverse engineer, decompile, or disassemble the software except to the extent permitted by applicable law; remove or obscure any proprietary notices; use the software for third-party processing or in a service bureau environment (i.e. using the software to process data or provide services on behalf of a third party); exceed the user limits or functionality defined in the applicable Order Form.

2.3 Ownership and Reservation of Rights

All intellectual property rights in the software, including updates and enhancements, remain the sole property of UDD or its licensors. The Customer receives no ownership interest and acquires no rights other than those expressly granted.

2.4 Updates, Maintenance, and Support

UDD may provide software updates, patches, or fixes from time to time. Updates may be automatic or require manual installation. During the first year following installation of the software, UDD shall provide maintenance and technical support in accordance with its then-current support policy. Continued access to updates, patches, and support beyond the first year is conditional upon the Customer maintaining an active Annual Recurring Subscription. If no such subscription is in place, UDD is under no obligation to provide further updates, fixes, or support services. UDD is not obligated to provide updates for software that has been discontinued or superseded, unless otherwise specified in the terms of the Customer's Annual Recurring Subscription.

2.5 Audit Rights

UDD reserves the right to audit Customer's use of the software to ensure compliance with license terms. Audits will be conducted with reasonable notice and during normal business hours. If any use is found to be non-compliant, UDD may invoice for underpaid license fees and costs.

2.6 Feedback and Suggestions

Any suggestions, ideas, or feedback provided by the Customer may be used by UDD without restriction or compensation.

2.7 Term and Termination

The license continues until terminated. UDD may terminate the license if the Customer breaches any term. Upon termination, the Customer shall immediately cease all use of the software and delete all copies.

2.8 Disclaimer and Limitation of Liability

The software is provided "as is." UDD disclaims all implied warranties including merchantability, fitness for a particular purpose, and non-infringement. UDD's liability is limited to the license fees paid in the 12-month period prior to the claim.

3. Cloud-Based Software (SaaS)

3.1 Access Rights and License

Subject to the Customer's compliance with these Terms and the applicable Order Form, UDD grants a non-exclusive, non-transferable, limited license to access and use the Athena Analytics SaaS platform during the subscription term.

3.2 Subscription Scope

The subscription is limited to the usage parameters set out in the Order Form (e.g., number of users, data limits). The Customer must not: provide access to unauthorized users; attempt to bypass access controls; sublicense or resell access.

3.3 Service Levels and Uptime Commitment

UDD targets 99.5% service availability monthly. Excluded from uptime calculations are:

• Scheduled maintenance (with at least 48 hours' notice);
• Emergency maintenance;
• Downtime caused by third-party providers or force majeure.

3.4 Data Protection and Security

UDD implements appropriate technical and organizational measures to protect Customer Data. The Customer retains ownership of all submitted data and grants UDD a limited license to use it for service provision and improvement.

3.5 Data Portability and Retention

Upon termination, Customer Data will be retained for 30 days and can be exported upon request. After this period, the data will be permanently deleted unless otherwise agreed.

3.6 Acceptable Use Policy

Customer agrees not to:

• use the Service for unlawful or infringing purposes;
• introduce viruses or malicious code;
• interfere with system integrity or security;
• overload the system or circumvent usage limits.

3.7 Suspension and Remedies

UDD may suspend access for material breach, legal requirement, or emergency security concerns. Where possible, notice will be provided with reasonable opportunity to cure the breach.

3.8 Term, Renewal, and Termination

Subscriptions auto-renew unless terminated in writing at least 30 days prior to renewal. Either party may terminate for material breach if not cured within 30 days. Upon termination: access is revoked; data will be deleted after 30 days; outstanding fees remain due.

3.9 Liability and Indemnity

UDD's liability for SaaS is capped at total fees paid in the 12-month period prior to the claim. Customer shall indemnify UDD against any third-party claims arising from misuse, data submission, or breach of this module.

3.10 Ownership of Customer Data

All Customer Data remains the sole property of the Customer. UDD will not access, use, or disclose Customer Data except as necessary to provide the Services or as required by applicable law. UDD implements safeguards to protect the confidentiality and integrity of Customer Data in accordance with industry standards.

4. General Limitation of Liability and Indemnity

4.1 Exclusion of Certain Damages

To the fullest extent permitted by law, UDD shall not be liable for any incidental, indirect, special, exemplary, punitive, or consequential damages including loss of profits, business interruption, or data loss, even if advised of the possibility.

4.2 Liability Cap

UDD's total cumulative liability under any cause of action shall not exceed the total fees actually paid by the Customer to UDD for the specific product or service giving rise to the claim in the 12-month period preceding the claim.

4.3 Mutual Indemnification

Each party shall defend and indemnify the other party and its affiliates from and against any claims, losses, or expenses arising from:

• Breach of the Agreement;
• Violation of laws;
• Misuse or unauthorized use of the Services or Content.

Indemnification is conditioned on: (a) prompt written notice of the claim; (b) control of defense and settlement; (c) reasonable cooperation by the indemnified party.

5. Miscellaneous

5.1 Payment Terms

Payment must be made within thirty (30) days after the date of invoices or by applicable dates specified in the invoices and/or Order Form, whichever is earlier. Late payments incur interest at 1.5% per month. All taxes, duties, and bank charges are to be borne by the Customer.

5.2 No Set-off

All amounts payable by the Customer under this Agreement shall be paid without set-off or counterclaim, and without any deduction or withholding for any taxes, levies, imports, duties, charges, fees, and withholdings of any nature imposed by any governmental authority unless such withholding is required by law.

5.3 Tax Liability

The Customer is responsible for all applicable taxes associated with the purchase, lease, or use of the hardware, software, or services under this Agreement, excluding taxes based on UDD's net income. If any such taxes are required to be withheld, the Customer shall pay an additional amount such that the net amount received by UDD after such withholding equals the amount UDD would have received if no withholding had been required.

5.4 Confidentiality

Each party agrees to maintain in strict confidence all Confidential Information received from the other party in connection with this Agreement. Neither party shall disclose or use the other party's Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. These obligations survive the termination of this Agreement.

5.5 Permitted Marketing Use

Subject to any confidentiality obligations herein, the Customer grants UDD a limited, non-exclusive, royalty-free, worldwide license to use the Customer's name, logo, and general description of the engagement for the purpose of marketing, business development, or promotional activities. Such use may include listing the Customer as a client on UDD's website, pitch materials, presentations, or case studies. UDD shall not disclose any Confidential Information or Customer Data, nor shall it make any statements implying endorsement by the Customer, without the Customer's prior written approval. If the Customer objects to such usage at any time, UDD will promptly remove or cease further use upon written request.

5.6 Data Privacy

UDD shall process any personal data provided by the Customer in accordance with the Singapore Personal Data Protection Act 2012 (PDPA). UDD shall only collect, use, disclose, or process personal data for the purposes of delivering the contracted products or services, complying with legal obligations, or fulfilling legitimate business functions reasonably expected by the Customer. Where UDD acts as a data processor on behalf of the Customer, UDD shall:

• Process personal data only on the Customer's documented instructions;
• Implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access;
• Ensure that persons authorized to process personal data are under confidentiality obligations;
• Assist the Customer in responding to data subject requests or regulatory inquiries to the extent required by law;
• Not transfer personal data outside the originating jurisdiction unless in compliance with applicable cross-border transfer rules and safeguards.

UDD shall not retain personal data longer than is necessary for the fulfillment of the stated purposes or as required by applicable law. Upon termination of the Agreement or at the Customer's request, UDD shall securely delete or return all personal data unless otherwise required by law.

5.7 Force Majeure

Neither party shall be liable for failure to perform obligations if delayed or prevented by events beyond their reasonable control including acts of God, war, terrorism, pandemics, power failures, or government restrictions.

5.8 Assignment

The Customer may not assign or transfer any rights or obligations under this Agreement without UDD's prior written consent. UDD may assign this Agreement in the event of a merger, acquisition, or sale of all or substantially all of its assets.

5.9 Severability

If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

5.10 Notices

All notices shall be in writing and delivered to the address specified in the Order Form by hand, email (with confirmation), or registered post.

5.11 Entire Agreement and Waiver

This Agreement is the entire agreement between the parties concerning its subject matter. No waiver of rights is effective unless in writing. A delay or failure to enforce any provision shall not constitute a waiver.