Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between Fookstar Tech Pte Ltd (UEN: to be inserted), a company incorporated in Singapore with its registered office at 1 North Bridge Road, #15-01A, High Street Center, Singapore 179094 ("Fookstar", "we", "us", or "our"), and the business entity or individual ("Client", "you", or "your") accessing our website or engaging our services.

By submitting an enquiry, signing a service agreement, or using any of our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree, please do not use our services.

1. Scope of Services

Fookstar provides professional IT outsourcing and cloud solutions to business clients, including but not limited to:

• IT Outsourcing: end-to-end management of IT infrastructure, helpdesk support, network administration, and on-site/remote technical support
• Cloud Services: cloud architecture design, migration planning and execution, cloud infrastructure management, and ongoing cloud operations & maintenance (O&M)
• Server & Network Management: server provisioning, performance monitoring, security patching, and network configuration
• IT Consultation: advisory services, technology assessments, vendor selection, and digital transformation roadmapping

The specific scope, deliverables, timelines, and fees for each engagement shall be set out in a separate Statement of Work (SOW) or Service Agreement executed between the parties. In the event of conflict between these Terms and a SOW, the SOW shall prevail with respect to the specific engagement.

2. Client Responsibilities

As a Client, you agree to:

• Provide accurate, complete, and up-to-date information necessary for service delivery
• Grant Fookstar reasonable access to your systems, networks, and facilities as required to perform the agreed services
• Designate an authorised point of contact for timely communication and decision-making
• Ensure that your own use of the services complies with all applicable laws and regulations
• Not use our services to engage in any unlawful, harmful, or fraudulent activities
• Promptly notify us of any known or suspected security incidents affecting shared systems or environments
• Maintain appropriate backups of your data independent of any backup services provided by Fookstar

3. Intellectual Property

All proprietary methodologies, tools, software, templates, documentation, and pre-existing intellectual property developed or owned by Fookstar prior to or independently of any engagement ("Fookstar IP") remain the sole property of Fookstar. These Terms do not grant you any licence to Fookstar IP beyond what is necessary to receive the agreed services.

Unless expressly stated otherwise in a SOW, work product and deliverables created specifically for and paid in full by a Client shall, upon full payment, be owned by the Client ("Client Deliverables"). Fookstar retains a non-exclusive, royalty-free licence to use anonymised and aggregated learnings from the engagement for internal development purposes.

You represent and warrant that any materials, data, or content you provide to Fookstar for use in delivering services do not infringe any third-party intellectual property rights.

4. Fees and Payment Terms

Service fees, payment schedules, and billing terms are specified in the applicable SOW or Service Agreement. Unless otherwise agreed in writing:

• Invoices are payable within 30 days of the invoice date
• Overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• All fees are quoted in Singapore Dollars (SGD) and are exclusive of applicable Goods and Services Tax (GST)
• Fookstar reserves the right to suspend services for accounts overdue by more than 60 days, with written notice
• Fees paid are non-refundable unless expressly provided otherwise in the SOW or required by applicable law

5. Service Availability

Fookstar will use commercially reasonable efforts to deliver services in accordance with agreed service levels. However, we do not warrant uninterrupted or error-free service. Scheduled maintenance windows will be communicated in advance wherever practicable.

Service availability targets, if applicable, shall be defined in a separate Service Level Agreement (SLA). In the absence of an SLA, Fookstar makes no specific uptime guarantee.

We shall not be liable for service disruptions caused by factors outside our reasonable control, including third-party infrastructure failures, internet outages, or force majeure events (see Section 10).

6. Limitation of Liability

To the maximum extent permitted by applicable Singapore law:

• Fookstar's total cumulative liability to you for any and all claims arising out of or related to these Terms or any services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to Fookstar in the three (3) months immediately preceding the event giving rise to the claim
• Fookstar shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under Singapore law.

7. Confidentiality

Each party agrees to hold the other party's confidential information in strict confidence and not to disclose it to any third party without prior written consent, except as required by law or court order. Confidential information shall be used solely for the purpose of performing or receiving the services.

This obligation of confidentiality survives the termination or expiry of any service engagement for a period of three (3) years.

8. Termination

Termination for convenience: Either party may terminate an ongoing service engagement by providing 30 days' written notice, unless a different notice period is specified in the relevant SOW.

Termination for cause: Either party may terminate immediately upon written notice if the other party:

• Commits a material breach of these Terms or the SOW that remains uncured for 14 days after receipt of written notice
• Becomes insolvent, enters into liquidation, or is subject to any form of insolvency proceedings
• Engages in any unlawful, fraudulent, or seriously harmful conduct

Upon termination, you shall promptly pay all outstanding fees for services rendered up to the date of termination. Fookstar will return or destroy your data and confidential information within a reasonable period as agreed in writing.

9. Dispute Resolution

These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

The parties agree to first attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days of one party notifying the other in writing, either party may refer the dispute to arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its Rules then in force. The arbitration shall be conducted in English, with a single arbitrator, in Singapore.

Notwithstanding the above, either party may seek urgent injunctive or interim relief from the courts of Singapore without first proceeding to arbitration.

10. Force Majeure

Neither party shall be in breach of these Terms or liable for any failure or delay in performance of its obligations to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, government action, power failures, telecommunications outages, or major internet disruptions ("Force Majeure Event").

The affected party shall notify the other party promptly of a Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected service engagement without penalty by providing written notice.

11. Modifications to These Terms

Fookstar reserves the right to update or modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page
• Post a prominent notice on our website
• Where possible, notify existing Clients directly via email with at least 14 days' advance notice

Your continued use of our services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the changes, you may terminate the relevant services as provided in Section 8.

12. General Provisions

Entire Agreement: These Terms, together with any applicable SOW or Service Agreement, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior discussions, representations, or agreements.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

No Waiver: Failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce it in the future.

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Fookstar may assign these Terms to an affiliate or successor entity without your consent.

Notices: All legal notices under these Terms shall be in writing and delivered to Fookstar at: sales@fookstartech.com or at the registered address above.