Last update: 17 August 2026
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## How this document works
These terms apply to everything we sell — software subscriptions, licences, implementation and professional services, support, and hardware.
- **Part A** applies to every order.
- **Part B** applies only where an order includes hardware. If your order is software-only, Part B doesn't apply to you.
By signing a quotation or order form, issuing a purchase order, or using any solution we supply, you accept these terms.
In these terms, **"we"**, **"us"** and **"our"** mean Integrated Retail Pte Ltd (UEN [200602440C]), a company incorporated in Singapore with its registered office at [registered address]. **"You"** and **"your"** mean the organisation named on the order, including the sites, outlets and affiliates listed on it.
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## Part A — General terms
## 1. What we're agreeing
1.1 A contract forms when we issue an order confirmation, not when you send a purchase order. Quotations are valid for 30 days unless we state otherwise.
1.2 The order confirmation sets out what you're buying: the solution, the licence or subscription scope, the term, the fees and any services included. If there's a conflict, the order confirmation prevails over these terms, and these terms prevail over anything in your purchase order, vendor portal or supplier code.
1.3 We quote on the basis of the information you give us — site counts, user numbers, data volumes, systems to integrate, deployment timeline. If the actual requirement differs, the fees may change and we'll tell you before proceeding.
1.4 Any advice we give outside the order confirmation — on configuration, suitability, integration or expected outcomes — is given in good faith but isn't a commitment unless we've confirmed it in writing.
## 2. Definitions
|Term|Meaning|
|--|--|
|Solution|The software, hardware, services and support described in your order confirmation.|
|Software|Any software we license to you, whether hosted by us or our vendors, installed on your systems, or embedded in hardware.|
|Subscription|A time-limited right to use a Solution, including hosting, updates and support, for the fees and term stated in the order.|
|Support Services|The support and maintenance we provide for a Solution, at the tier and for the term stated in your order.|
|Third-Party Product|Any software, hardware or service produced by another vendor that we resell or make available to you, including FootfallCam.|
|Your Data|Data you upload, generate or capture through the Solution, including transaction, footfall, staffing and customer data.|
## 3. Your licence to use the Software
3.1 Subject to payment, we grant you a non-exclusive, non-transferable right to use the Software for your own internal business purposes, for the term and within the scope stated on your order.
3.2 Scope is defined by whatever your order specifies — named users, sites, stores, devices, transaction volume, data volume or modules. If your usage exceeds it, we'll invoice the difference at our prevailing rates from the point the excess began.
3.3 Subscriptions run for the term on the order and renew automatically for successive terms of the same length unless either of us gives written notice at least 60 days before the term ends. We may adjust renewal pricing with at least 60 days' notice.
3.4 You may not:
- copy, modify, translate, decompile or reverse engineer the Software, except where local law expressly allows it;
- resell, sublicense, rent or use the Software to provide a service to any third party without our written consent;
- share login credentials, or let more users access the Software than your order allows;
- probe, load-test or penetration-test the Software without our prior written consent; or
- use the Software unlawfully, including for surveillance or profiling prohibited in the country of use.
3.5 You're responsible for your users' actions and for keeping credentials secure. Tell us promptly if you think an account has been compromised or the Software is being used without authorisation.
## 4. Fees, tax and payment
4.1 **Payment in advance is our standard term**. Unless your order confirmation expressly states agreed credit terms, all orders are payable in full in advance by bank transfer or credit card. We begin provisioning, delivery, scheduling or renewal once cleared funds are received.
4.2 **Credit terms are by application only**. You may apply separately for a credit account. Applications are subject to our assessment and approval, and approval isn't guaranteed. Where we approve credit, the terms — normally 30, 60 or 90 days from invoice date — and the credit limit are confirmed in writing and stated on your order confirmation. Credit terms apply only to the account, limit and period we've approved, and don't carry over to other entities in your group unless we say so. We may review, reduce, suspend or withdraw credit terms at any time, including after an order is confirmed. If we withdraw them, invoices already issued remain payable on their existing terms and further orders revert to payment in advance.
4.3 Subscription and support fees are invoiced in advance for each term. Implementation and professional services are invoiced as set out in the order — typically on milestones or monthly in arrears.
4.4 Fees are quoted in Singapore dollars unless stated otherwise, and exclude:
- GST, SST, VAT, PPN and any similar tax, at the rate current when we invoice;
- bank transfer fees, intermediary bank charges and card processing fees; and
- travel, accommodation and out-of-pocket costs for on-site work, where the order says these are chargeable.
4.5 Please pay the full invoice amount. If bank charges are deducted at your end, the shortfall counts as unpaid. Where local law requires you to withhold tax — as it may on software, licence or service fees in Thailand, Indonesia or Malaysia — please gross up the payment so we receive the invoiced amount, and send us the withholding certificate.
4.6 You can't set off, deduct or withhold any amount against sums you owe us.
4.7 Our pricing is published rather than negotiated, so customers with the same configuration pay the same rate.
## 5. Late payment
5.1 Overdue invoices carry interest at 1.5% per month, compounded monthly, from the due date until paid.
5.2 If an invoice is overdue we may, with reasonable notice, suspend your access to the Solution, suspend support, and pause deliveries and scheduled work until the account is settled. Suspension doesn't pause your term or your payment obligations, and reactivation may carry a fee.
5.3 We may recover reasonable costs of collection, including legal and debt recovery costs.
## 6. What you need to provide
To deliver the Solution we rely on you to:
- give us accurate information, and timely access to the people, systems and sites we need;
- provide the network, internet connectivity, hardware, browsers and third-party systems the Solution requires;
- nominate a project contact with authority to make decisions and sign off milestones;
- obtain any consents, permits or approvals needed for your use of the Solution; and
- keep your own systems, integrations and credentials secure and supported.
If a delay or additional cost arises because these aren't in place, the timeline and fees may change.
## 7. Implementation and professional services
7.1 Implementation, configuration, data migration, integration, customisation and training are delivered as described in your order or statement of work. Dates are estimates and depend on your inputs under section 6.
7.2 A deliverable is accepted when it passes the agreed acceptance test, or when you begin using it in production, whichever happens first. If you don't raise issues within 10 business days of delivery, the deliverable is accepted.
7.3 Changes to agreed scope are handled by written variation, priced at our prevailing rates.
7.4 We own the intellectual property in everything we build, including customisations and configurations, and license it to you on the same basis as the rest of the Software. You keep ownership of your own materials and data.
## 8. Support, availability and updates
8.1 Support Services are required for as long as you use the Solution, and run for the same term as your subscription or licence. What's included depends on the tier stated in your order — typically fault diagnostics and resolution, system monitoring, updates and patches, and access to our helpdesk and support channels during our published hours in the region.
8.2 Where your order states an availability target, response times or a service level, those apply. Otherwise we'll use reasonable efforts to keep hosted Solutions available, excluding scheduled maintenance, your own network or systems, Third-Party Product outages, and events under section 16.
8.3 Support Services don't cover new development, scope changes, retraining, data recovery caused by your own systems, or work arising from causes outside the Solution. We'll quote for that separately at our prevailing rates.
8.4 We may update, improve or change the Software, including through vendor updates applied automatically. We won't make changes that materially reduce core functionality during a paid term. Where a change requires action from you, we'll give reasonable notice.
8.5 If Support Services lapse or aren't renewed, your access to the Solution may be reduced or suspended until they're reinstated. What remains available depends on the Solution, and is set out in your order or the applicable product documentation. Reinstating lapsed Support Services may require payment for the gap period plus a reinstatement fee.
## 9. Your data
9.1 Your Data is yours. We process it to provide, support and improve the Solution, and for no other purpose.
9.2 You're the data controller. We and our vendors act as processors. You're responsible for making sure your collection and use of data complies with local law — Singapore's PDPA, Malaysia's PDPA, Thailand's PDPA and Indonesia's Law 27/2022 — including any notices, signage or consents required at your premises.
9.3 We may use aggregated, de-identified data that can't identify you or any individual to operate, benchmark and improve our solutions.
9.4 We apply reasonable technical and organisational security measures, and require the same of our vendors. Tell us promptly if you become aware of a security incident affecting the Solution.
9.5 On termination you may export Your Data using the Solution's standard export tools, or ask us to extract it at our prevailing rates. We'll retain it for 30 days after termination and may then delete it. Please export what you need before your access ends.
9.6 Each of us will keep the other's confidential information confidential, including our pricing, documentation and technical materials, and your business and commercial data.
## 10. Third-Party Products
10.1 Some Solutions are produced by other vendors and resold or provisioned by us. FootfallCam is one example. Where that's the case, we are an authorised reseller — not the manufacturer or licensor. We can't commit to the vendor, and the vendor can't commit to us.
10.2 Third-Party Products are supplied subject to the vendor's own licence, acceptable use and warranty terms, which apply in addition to these terms. We'll make those terms available on request.
10.3 Our role is to sell, provision, implement and provide first-line support, and to administer and pass through the vendor's warranty and support to you so far as we reasonably can. We're not liable for the vendor's product defects, service outages, pricing changes, roadmap decisions or discontinuation of a product.
10.4 If we stop being an authorised reseller for a Third-Party Product, we'll tell you and use reasonable efforts to transition you to the vendor or another authorised partner without interruption.
## 11. Changes, cancellation and refunds
11.1 Once an order is confirmed it can't be cancelled and fees aren't refundable — including where your project scope, budget, timeline, store plans or organisation change.
11.2 If an order hasn't been provisioned or shipped, ask us about modifying it. We'll try, subject to availability, but approval isn't guaranteed and an administration or restocking charge may apply.
11.3 Fees for any period or milestone already started aren't refundable. This includes subscription, licence and support fees, and services already delivered or scheduled.
11.4 You can reduce scope — users, sites or modules — at renewal, not mid-term.
11.5 Credit card payments aren't refundable.
## 12. Term and termination
12.1 Either of us may terminate an order with written notice if the other commits a material breach and doesn't fix it within 30 days of being told, or becomes insolvent or enters liquidation, judicial management, receivership, PKPU or any similar process.
12.2 We may suspend or terminate if fees remain unpaid, or if your use of the Solution is unlawful or risks harm to the Solution or other customers.
12.3 On termination your licences end, access stops, and all outstanding fees become payable. Termination doesn't entitle you to a refund of fees already paid.
12.4 Sections 9 (data and confidentiality), 13 (liability), 14 (IP) and 17 (law and disputes) survive termination.
## 13. Warranties and what we don't warrant
13.1 We warrant that we'll provide services with reasonable skill and care, using suitably qualified people.
13.2 We warrant that the Software will perform substantially as described in its current documentation during the term. If it doesn't, tell us and we'll fix or work around the issue within a reasonable time. If we can't, you may terminate the affected Solution and we'll refund fees paid for the unused remainder of the term. That's your exclusive remedy for this warranty.
13.3 We don't warrant that the Software will be uninterrupted or error-free, that it will work with systems or configurations outside those we've confirmed, or that it will meet requirements you haven't told us about.
13.4 Analytics, forecasts, reports and AI-generated recommendations are decision-support tools. We don't warrant their completeness or accuracy, and we're not responsible for commercial decisions made in reliance on them.
13.5 These warranties don't apply where an issue is caused by your systems, network or data, by modifications or use outside the documentation, by a Third-Party Product, or by anyone other than us making changes to the Solution.
## 14. Intellectual property
14.1 We or our vendors own all intellectual property in the Solutions, including software, documentation, configurations and customisations. Nothing here transfers ownership to you.
14.2 You own Your Data and your own materials, and you grant us the rights needed to use them to deliver the Solution.
14.3 If a third party claims the Software infringes their intellectual property, tell us promptly. We'll defend or settle the claim at our cost, and either fix the Software, replace it, or terminate the affected Solution and refund the unused portion of prepaid fees. This doesn't apply where the claim arises from your data, your modifications, or use outside these terms.
## 15. Liability
15.1 Our total liability for all claims arising from an order is capped at the fees paid or payable by you under that order in the 12 months before the claim arose.
15.2 Neither of us is liable for indirect or consequential loss — lost profit, lost revenue, lost business, lost anticipated savings, loss of goodwill, business interruption or wasted management time.
15.3 We're not liable for loss or corruption of data caused by anything outside our control, including your systems, your network, or your failure to export data before access ends.
15.4 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can't lawfully be limited.
15.5 Claims must be brought within 12 months of the date you became aware, or should reasonably have become aware, of the issue.
## 16. Force majeure
Neither of us is liable for delay or failure caused by events beyond reasonable control — natural disaster, epidemic or public health measure, war, civil unrest or terrorism, government action, sanctions or border closure, fire or flood, cyber-attack, failure of telecommunications, internet, cloud hosting or utilities, component shortage, shipping delay, or strike. If the event continues for more than 90 days, either of us may terminate the affected order, with fees payable for what's already been delivered.
## 17. General
17.1 **Assignment**. You may not transfer your rights under an order without our written consent. We may assign or subcontract, including to a group company or a local service partner in the region, and remain responsible for their performance.
17.2 **Notices**. Notices go by email to the addresses on the order confirmation, or by courier or registered post to the registered office, and are deemed received the next business day for email or on proof of delivery for post.
17.3 **Compliance**. Each of us will comply with applicable anti-bribery, anti-corruption, sanctions and export control laws. You won't use the Solution unlawfully or re-export it to a restricted party or territory.
17.4 **Language**. These terms are written in English. Where local law requires a translation — as Indonesia's Law 24/2009 does — we'll sign a bilingual version, and the English text governs interpretation so far as the law allows.
17.5 **Publicity**. Neither of us will use the other's name or logo in marketing without consent, though we may list you as a customer.
17.6 **Changes to these terms**. We may publish updated terms from time to time. The version in force when we confirm your order applies to that order, and to its renewals from the next renewal date after we notify you.
17.7 **Other**. These terms and the order confirmation are the whole agreement between us and replace earlier discussions. If a provision is unenforceable it's severed and the rest stands. A delay in enforcing a right isn't a waiver of it. Nothing here creates a partnership, agency or employment relationship. Except for our vendors in relation to sections 10, 13, 14 and 15, no one other than us and you can enforce these terms.
## 18. Law and disputes
18.1 Singapore law governs these terms.
18.2 For technical disputes — about system behaviour, data accuracy or data processing, for instance — we'll refer the matter to an independent expert appointed jointly, or nominated by the Singapore Computer Society if we can't agree. The expert acts as an expert, not an arbitrator, their decision is final, and we'll share the cost equally unless the expert decides otherwise.
18.3 For anything else, we'll first try to resolve it through discussion between senior representatives within 30 days. Failing that, the dispute goes to arbitration administered by the Singapore International Arbitration Centre, before a single arbitrator, seated in Singapore, in English. Either of us may still go to court for urgent injunctive relief or to recover an undisputed debt.
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## Part B — Additional terms for hardware
**This part applies only where your order includes hardware**. It sits alongside Part A. Where the two differ on a hardware-specific point, Part B applies.
## B1. Delivery and import
B1.1 We deliver to the address on your order, on or near the agreed date. Delivery dates are estimates and we're not liable for costs caused by late delivery.
B1.2 Unless agreed otherwise, delivery is DAP (Incoterms 2020) to your named address, with import duty, taxes and clearance for your account. You'll need to be — or nominate — the importer of record, and hold any permits or type approvals your country requires.
B1.3 Freight, insurance, customs duty, permits and clearance charges are additional to quoted prices unless the order says otherwise.
B1.4 Please check deliveries on arrival and tell us about any shortage or visible damage within 7 days.
B1.5 We may deliver in installments, each treated as a separate order.
## B2. Risk and ownership
B2.1 Risk passes to you when the hardware reaches your site. From then it's your responsibility, before and after installation — including loss, theft, and damage by others working on your premises.
B2.2 Ownership passes when the invoice is paid in full. Until then, please keep the hardware identifiable, don't remove serial or asset labels, and don't sell, move or pledge it without our written consent. If payment is more than 30 days overdue we may disable the hardware and ask for it back, and you'd remain liable for the fees plus the cost of dismantling and return.
B2.3 Don't relocate hardware to another site or country without telling us — performance, licensing and support all depend on where it's installed.
## B3. Hardware warranty
B3.1 Hardware carries the manufacturer's warranty against defects in materials and workmanship. We administer claims on your behalf through the manufacturer's returns process.
B3.2 The warranty period, what's covered and excluded, the returns procedure, and any extended warranty options are set out in our Warranty Terms and Conditions, which form part of your order.
B3.3 Where an extended warranty is available it requires active Support Services and ends automatically if they lapse.
Refer to: Warranty Terms and Conditions [link]
## B4. Hardware and software licensing
B4.1 Firmware embedded in hardware is licensed for the life of the device, so the device keeps operating.
B4.2 Access to the associated cloud platform — dashboards, reports, exports, remote configuration, hosting and data retention — requires an active Support Contract. If it lapses, platform access is suspended and you're left with device-level operation and any device-level API, limited by on-device storage. We're not obliged to archive or later restore historical data, so please tell us before a contract is allowed to expire.
## B5. Installation and site visits
B5.1 Where we install hardware, quoted installation prices are guide prices based on the site information you give us. Actual cost depends on site conditions — access restrictions, mounting height, time on site, out-of-hours working, and locations outside our standard service areas. We'll confirm the final scope and price before work starts.
B5.2 Please have the site ready at the appointed time: power and connectivity in place, cable routes accessible, and staff and access passes available. If our engineer can't proceed, a revisit is chargeable.
B5.3 Installation is scheduled by mutual agreement based on engineer availability and site readiness. To cancel or reschedule a booked visit, give us at least 72 hours' notice.
B5.4 If anything about a completed installation isn't right, tell us within 7 days. After that the job is treated as closed and further work follows the normal sales process.
B5.5 Detailed installation charges, call-out rates and site requirements are set out in our Installation Terms and Conditions and the applicable rate card.