These Terms of Service (“Terms”) govern the Customer’s subscription to and use of Supply Logic 365, AutoBot 365, and related software and services (“Directional Software” or the “Service”) provided by Directional Pte Ltd, a company incorporated in Singapore with its registered office at 1 Paya Lebar Link, #04-01 Paya Lebar Quarter 1, Singapore 408533 (“Directional”). By subscribing to or using the Service, the Customer agrees to these Terms. Where a signed proposal, order form, or agreement exists between the parties (an “Order”), the Order and these Terms together form the agreement; in the event of conflict, the Order prevails.

1. THE SERVICE

1.1 Supply Logic 365 is a cloud-based ship supply management solution delivered as a certified extension on Microsoft Dynamics 365 Business Central and hosted on Microsoft Azure. The Service is provisioned and configured by Directional; no software is made available for direct download or self-installation by the Customer.

1.2 Access to the Service requires valid Microsoft Dynamics 365 Business Central licences, which are licensed by Microsoft under Microsoft’s own Customer Agreement and applicable product terms. Directional, as a Microsoft partner, facilitates such licensing but does not set or vary Microsoft’s platform licensing terms. The Customer’s use of Business Central is governed by Microsoft’s Customer Agreement, which is incorporated by reference.

1.3 Certain capabilities (including the Smart Warehouse Management application and vessel schedule integrations) are optional extensions and are included only where specified in the applicable Order.

2. LICENCE GRANT AND RESTRICTIONS

2.1 Directional Software is licensed, not sold. Subject to these Terms and payment of applicable fees, Directional grants the Customer a non-exclusive, non-transferable licence to access and use Directional Software for the Customer’s internal business purposes during the subscription term. Directional reserves all rights not expressly granted.

2.2 Unless applicable law grants the Customer additional rights despite this limitation, the Customer will not (and has no right to):
(a) work around any technical limitations in Directional Software that restrict use to certain permitted uses;
(b) reverse engineer, decompile, or disassemble Directional Software;
(c) remove, minimise, block, or modify any notices of Microsoft or Directional appearing in the software;
(d) use Directional Software in any way that is unlawful, or to create or propagate malware; or
(e) share, publish, distribute, or lend Directional Software, provide it as a stand-alone hosted solution for third-party use, or transfer Directional Software or this agreement to any third party without Directional’s prior written consent.

2.3 Backup copies. The Customer may make copies of Directional Software configurations for backup, development, and testing purposes, provided such copies are not used in production and are used solely for the Customer’s internal business purposes.

2.4 Failover. The Customer may run a single passive failover instance of its ERP solution, to be used or accessed only for temporary support while the primary ERP solution is unavailable.

2.5 Continuity on change of ownership. In the event of a change in the management or ownership of Directional Pte Ltd, Directional (or its successor-in-interest) shall continue to honour all existing licence and support obligations owed to the Customer for the remainder of the subscription term. This clause does not grant the Customer any right to use, modify, or independently support Directional Software beyond the licence rights expressly granted; all such rights remain exclusively with Directional or its successor-in-interest.

3. INTELLECTUAL PROPERTY

3.1 Supply Logic 365 and AutoBot 365 are proprietary software products owned by Directional Pte Ltd. All source code, extensions, and related intellectual property in Directional Software are the copyright of Directional Pte Ltd, protected under applicable copyright and intellectual property law.

3.2 Microsoft Dynamics 365 Business Central and its underlying platform intellectual property remain the property of Microsoft Corporation and are licensed separately under Microsoft’s own terms.

3.3 The Customer retains all rights in its own data. Directional claims no ownership of Customer data processed through the Service.

4. ORDERS, FEES, AND PAYMENT

4.1 Fees, licence quantities, implementation services, and payment milestones are as set out in the applicable Order.

4.2 Unless otherwise stated in the Order: each invoice is due thirty (30) days from the invoice date, payable in full; the Customer bears all bank, telegraphic transfer, or other financial charges associated with payment; and all pricing is exclusive of applicable taxes, including Singapore GST, which will be added at the prevailing rate where applicable.

4.3 Out-of-pocket expenses incurred in the course of delivering services are chargeable only where pre-approved in writing by both parties, and are reimbursed against supporting documentation submitted within thirty (30) days.

5. SUBSCRIPTION TERM AND RENEWAL

5.1 The minimum subscription term is one (1) year from licence activation, unless otherwise stated in the Order.

5.2 Automatic renewal. Upon expiry of the initial term, the subscription will automatically renew for successive one (1) year terms at the then-current pricing, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

5.3 Price changes. Microsoft may modify Business Central subscription pricing and policies in accordance with Microsoft’s own terms. Directional may modify pricing and terms for Directional Software and related services with a minimum of sixty (60) days’ written notice prior to the next renewal date. The Customer will be notified in writing of any pricing or terms changes before the next renewal date.

6. SUPPORT

6.1 First-year software support commences upon activation of licences and is included in the subscription for its duration, subject to the Customer maintaining a current subscription.

6.2 Service hours are 9:30 am to 6:00 pm Singapore time, Monday to Friday, excluding Singapore public holidays. The target initial response time for technical support requests is two (2) to four (4) hours during service hours.

6.3 Support is provided via telephone, email, and remote access tools. Directional cannot provide software support where the Customer does not permit support via remote access, and does not provide ad-hoc support to customers without a current subscription or maintenance arrangement.

6.4 The following are excluded from standard support and are available as separately chargeable services: retraining, reconfiguration, and reinstallation services; new installation services; and troubleshooting of on-premises hardware.

7. CHANGE REQUESTS

7.1 Work outside the scope of the applicable Order (including additional features, reports, modifications, or integrations) is handled through a written change request process. Each change request will be assessed, and a written estimate of time, resources, cost, and schedule impact provided to the Customer.

7.2 Out-of-scope work will not commence without the Customer’s written approval and will be billed on the basis agreed in the relevant change request (hourly rates or fixed price). All change requests and approvals are documented in writing.

8. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE

8.1 The Customer is responsible for: maintaining the confidentiality of user credentials; the accuracy and legality of data it submits to the Service; obtaining any consents required for data it processes through the Service; and using the Service in compliance with applicable law.

8.2 The Customer will not use the Service to store or transmit unlawful material, infringing content, or malicious code, and will not attempt to gain unauthorised access to the Service or its related systems.

9. DATA PROTECTION

9.1 Each party will comply with applicable data protection law, including the Singapore Personal Data Protection Act 2012 (PDPA), in respect of personal data processed in connection with the Service.

9.2 Customer data is hosted on Microsoft Azure infrastructure, which provides encryption of data in transit and at rest, access controls, and backup and disaster recovery capabilities in accordance with Microsoft’s published service terms and compliance documentation.

9.3 Directional will: process personal data received from the Customer only as necessary to provide the Service and support; implement reasonable technical and organisational measures to protect such data against unauthorised access, loss, or disclosure; restrict access to Customer data to personnel who require it for service delivery and support; and notify the Customer without undue delay upon becoming aware of a personal data breach affecting Customer data.

9.4 Upon termination and written request, Directional will make available to the Customer an export of Customer data held in the Service in a standard machine-readable format, and will thereafter delete Customer data from Directional-controlled systems, subject to any retention required by law.

10. CONFIDENTIALITY

10.1 Each party will keep confidential all non-public business, technical, and commercial information disclosed by the other party in connection with the Service, will use such information only for purposes of performing under these Terms, and will protect it with at least the same care it applies to its own confidential information (and no less than reasonable care).

10.2 These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or regulatory authority (with notice to the disclosing party where lawful).

11. WARRANTIES AND DISCLAIMERS

11.1 Directional warrants that the Service will perform materially in accordance with its documentation, and that services will be performed with reasonable skill and care.

11.2 Except as expressly stated in these Terms, the Service is provided “as is”, and Directional disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law. Directional does not warrant that the Service will be uninterrupted or error-free. Availability of the underlying Microsoft platform is subject to Microsoft’s own service terms.

12. LIMITATION OF LIABILITY

12.1 Neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, business, or data, arising out of or in connection with these Terms, even if advised of the possibility of such damages.

12.2 Directional’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, is limited to the total fees paid by the Customer to Directional for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

12.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud or for death or personal injury caused by negligence.

13. TERMINATION

13.1 Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice.

13.2 Early termination by the Customer. If the Customer terminates the subscription before the end of the agreed term other than for Directional’s uncured material breach, an early termination charge applies, calculated as the monthly fee multiplied by the remaining months of the agreed subscription term (including the termination month). A minimum of thirty (30) days’ written notice, delivered by email to the designated contact and confirmed in writing, is required to terminate.

13.3 Project cancellation. Deposits, pre-payments, and advance payments are non-refundable where the Customer cancels a project after such payment has been made. If a project is cancelled after work has commenced, the Customer will be billed for all work completed up to the date of cancellation, in addition to any non-refundable amounts already paid.

13.4 Upon termination, the Customer’s licence to use Directional Software ends, and outstanding fees become immediately due. Clauses that by their nature should survive termination (including intellectual property, confidentiality, data protection, limitation of liability, and governing law) survive.

14. FORCE MAJEURE

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labour disputes, governmental action, utility or telecommunications failures, or failures of third-party cloud infrastructure, provided the affected party notifies the other and uses reasonable efforts to mitigate.

15. GENERAL

15.1 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that Directional may assign to a successor in connection with a merger, acquisition, or sale of substantially all its assets, subject to clause 2.5.

15.2 Entire agreement. These Terms, together with the applicable Order, constitute the entire agreement between the parties regarding the Service and supersede all prior discussions and agreements on the subject.

15.3 Amendments. Directional may update these Terms from time to time; material changes will be notified to the Customer in writing, and continued use of the Service after the effective date constitutes acceptance. Changes to a signed Order require written agreement of both parties.

15.4 Notices. Notices must be in writing and delivered by email to the designated contacts of each party, with confirmation of receipt.

15.5 Severability and waiver. If any provision is held unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver of it.

15.6 No partnership. Nothing in these Terms creates a partnership, agency, or employment relationship between the parties.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 These Terms are governed by the laws of the Republic of Singapore.

16.2 Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed incorporated by reference in this clause. The seat of the arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.

16.3 Nothing in this clause prevents either party from seeking urgent injunctive or interim relief from the courts of Singapore.

CONTACT
Directional Pte Ltd
1 Paya Lebar Link, #04-01 Paya Lebar Quarter 1, Singapore 408533
enquiry@supply-logic.com | +65 6955 8707