BellaDati Software Terms & Conditions

2025.06

This BellaDati Software Terms & Conditions (hereinafter referred to as “the Agreement”) set forth the terms and conditions that apply to the provision and use of the Software and related services supplied by BellaDati (hereinafter referred to as the “Company”).

Article 1 – Definitions

In this Agreement, the following terms shall have the meanings set forth below:

“User” means an entity (corporation or other organization) that agrees to this Agreement and uses the Software, etc.

“Usage Agreement” means the agreement concluded between the Company and the User for the provision of the Software, etc. based on this Agreement.

“Agreement, etc.” refers collectively to this Agreement and the Usage Agreement.

“Documentation” means all user documents and manuals related to the proper installation and use of the Software, regardless of the medium.

“Parameter” means the quantities such as number of users or devices that form the basis for calculating the license fees for the Software.

“Total Software License Fee” means the total amount payable by the User to the Company under the Usage Agreement as consideration for the Software license.

“Software” means the computer software specified in the Usage Agreement licensed by the Company to the User.

“Support” means the maintenance and support services specified in the appendix, provided by the Company in connection with the Software.

“Software, etc.” collectively means the Software and the Support.

“Upgrade” means a release of a new version of the Software involving major structural changes that may add significant new features, typically identified by an increase in the primary version number (e.g., version 3.x to 4.x).

“Update” means a release of a new version of the Software including improvements or adjustments, excluding major structural changes or significant new features, typically identified by an increase in the secondary version number (e.g., version 3.0 to 3.1).

“Confidential Information” refers to technical, business, or operational information disclosed by one party to the other in connection with this Agreement, which is designated in writing as confidential, or orally designated as confidential and subsequently identified in writing within 30 days of disclosure, including pricing information set forth in the Usage Agreement. However, information that falls into any of the following categories shall not be considered Confidential Information: (i) information already possessed at the time of disclosure; (ii) information lawfully obtained from a third party without confidentiality obligations; (iii) information independently developed without reference to disclosed information; or (iv) information that becomes public without breaching this Agreement.

“Force Majeure Event” means an event that occurs beyond the control of both parties after the conclusion of this Agreement, which could not have been reasonably foreseen at the time of conclusion and the effects of which cannot be overcome without excessive cost or time. This includes, but is not limited to, war, acts of government, natural disasters, fire, and explosions.

“Effective Date” means the commencement date of the Usage Agreement term.

Article 2 – Scope of Application

This Agreement sets forth the fundamental terms concerning the licensing of the Software and shall apply to the Usage Agreement between the Company and the User. However, in the event of any inconsistency between the provisions of this Agreement and the Usage Agreement, the provisions of the Usage Agreement shall prevail.

The Company may amend this Agreement at any time. If amended, the revised Agreement shall be notified to the User in a manner prescribed by the Company and shall apply from the date of such notification.

Article 3 – Execution of the Agreement

Execution of the Agreement shall be deemed concluded when the Company issues an order confirmation in response to a purchase order submitted by the User.

Article 4 – License Terms

The Company grants the User a non-exclusive, non-transferable, and non-sublicensable license to use the Software within the limits of the Parameters specified in the Usage Agreement.

The User may install the Software only on the equipment specified in the Usage Agreement.

The User may reproduce the Software for backup or archival purposes, provided that all copyright notices and license terms from the original Software are included in the copies.

Except as expressly provided in this Agreement or the Usage Agreement, the User shall not:
(i) allow any third party to use the Software under conditions other than those specified in the Agreement;
(ii) modify, translate, reverse engineer, decompile, disassemble the Software, or create derivative works based on it (except where permitted by law or necessary for interoperability);
(iii) reproduce the Software;
(iv) sell, lease, rent, or otherwise transfer rights to the Software;
(v) remove copyright notices or license terms affixed to the Software.

If the Software includes a developer license, the User may modify the Software and create derivative works based on it within the scope defined in the Documentation.

Article 5 – Upgrades and Updates

The terms of this Agreement shall also apply to all Upgrades and Updates provided to the User.

After installing an Upgrade or Update, the User shall notify the Company of the period during which the old and new versions will operate in parallel. The User acknowledges that the Company may, at its sole discretion, discontinue Support for previous versions six months after the release of an Upgrade or Update.

Article 6 – Maintenance and Support

The Company shall provide the Support with respect to the Software to the User, and the User shall pay an annual maintenance and support fee as consideration.

The User must purchase Support from the Company for all Software licensed under the Usage Agreement for a period of one year from the Effective Date (hereinafter the “Initial Term”).

The User shall prepay the annual maintenance and support fee for the Initial Term together with the Total Software License Fee. For subsequent years, the annual maintenance and support fee shall be paid on the first day of each renewed Usage Agreement term.

If additional modules or Parameters are added during the term of the Usage Agreement, the User shall be required to obtain Support for such additions. The associated support fee shall be prorated for the remaining term and prepaid together with the license fee for the additional components.

If the User discontinues the Support, the Company shall have no obligation to resume the service under any circumstances.

Errors caused by modifications made by the User to the Software are excluded from Support. The Company shall not be responsible for any loss or damage arising directly or indirectly from such modifications. In such cases, Users must install Updates provided by the Company as part of the Support in order to receive assistance.

The Company may, at its discretion, discontinue Support for previous versions of the Software six months after an Upgrade is released.

Article 7 – Total Software License Fee

The User shall pay the Company the Total Software License Fee as set forth in the Usage Agreement and in accordance with this Agreement.

The Company shall issue an invoice for the Total Software License Fee on the Effective Date. This shall also apply when the Usage Agreement is renewed due to additions of modules or Parameters.

Article 8 – Payment Terms

All payments under this Agreement, including the Total Software License Fee, shall be made by electronic bank transfer to the Company’s designated account within 60 days of the invoice date.

If the User delays payment, the User shall pay interest on overdue payments at the lesser of (i) 1.5% per month, or (ii) the maximum rate permitted by applicable law.

All fees paid by the User under this Agreement, including license and support fees, shall be non-refundable, regardless of reason.

The allocation of all applicable taxes shall be defined in the Usage Agreement.

Article 9 – Delivery

The Company shall notify the User of the URL of the website for downloading the Software by the delivery date mutually agreed upon, and such notification shall constitute completion of the delivery of the Software.

Article 10 – Audit Rights

The Company may have a trusted third party audit the User’s data processing systems and records to verify compliance with this Agreement, and such party shall report the results to the Company.

The audit shall be conducted with at least 10 days’ prior written notice to the User, and during the User’s normal business hours.

If the audit reveals any underpayment of the license fee, the User shall pay the shortfall to the Company.

The Company shall bear the cost of the audit, except when the audit reveals a discrepancy of 5% or more between the fees due and the fees paid, in which case the User shall bear the cost.

Article 11 – Limited Warranty

The Company warrants that there are no pending lawsuits that would materially affect its obligations under the Usage Agreement as of the agreement date.

The Company warrants it has the right and authority to license the Software and that the use of the Software by the User will not infringe or interfere with the intellectual property or contractual rights of any third party. This warranty excludes claims arising from content provided by the User or a third party.

For 90 days from the Effective Date, the Company warrants that the Software will substantially conform to the Documentation. If nonconformance is reported in writing during this period, the Company shall remedy the issue at no cost to the User.

If the Company is unable to bring the Software into substantial conformance with the Documentation, the User’s sole and exclusive remedy shall be a refund of all fees paid under this Agreement upon returning the Software.

The Company shall bear no responsibility for nonconformance resulting from:
(i) modifications by the User,
(ii) use outside the scope defined in this Agreement,
(iii) third-party products or services not provided by the Company,
(iv) misconduct or negligence by the User,
(v) failure to follow Company instructions regarding installation and implementation.

The Company shall not be responsible for any liability arising from content provided by the User or third parties under this or any other agreement.

Article 12 – Indemnification

The Company agrees to indemnify and hold the User harmless from any losses, costs, liabilities, attorney’s fees, and other expenses arising from claims by third parties that the Software infringes their copyright, trademark, patent, or trade secret, provided that:
(i) the User promptly notifies the Company in writing,
(ii) the User provides reasonable assistance in defending the claim,
(iii) the Company has control over the defense or settlement of the claim.

In such cases, the Company may, at its discretion:
(i) obtain the right for the User to continue using the Software, or
(ii) replace or modify the Software with a non-infringing version of equivalent functionality.

Article 13 – Disclaimer of Warranty

Except as stated in Article 11, the Software is provided “as is” without any warranty. All risks related to the performance and operation of the Software shall be borne by the User.

Except as stated in Article 11, the Company makes no express, implied, or statutory warranties regarding the Software or its operation, and expressly disclaims any implied warranties of merchantability or fitness for a particular purpose.

Article 14 – Limitation of Liability

The total liability of either party to the other arising out of or related to this License Agreement shall not exceed the lesser of (i) the amount paid or payable by the User to the Company at the time of the claim, or (ii) the actual damages incurred. Each party waives all obligations, liabilities, claims, or demands exceeding such limitation.

Neither party shall be liable for any special, indirect, incidental, or consequential damages, including but not limited to lost revenue, lost profits, loss or inaccuracy of data, or business interruption, even if advised of the possibility of such damages.

These limitations shall apply to the fullest extent permitted by law.

Article 15 – Representations and Warranties of the User

The User represents and warrants that it has the right to enter into this Agreement, is duly incorporated and validly existing under the laws of its jurisdiction, and has the authority (including corporate authority) to enter into and perform this Agreement.

Article 16 – Ownership

All ownership rights, intellectual property rights, and other rights in the Software shall remain with the Company.

The Software is protected by copyright laws and international copyright treaties.

Except as expressly provided herein, all rights, title, and interest in and to the Software shall be reserved by the Company.

Article 17 – Press Releases and Promotions

Neither party shall make a press release regarding the existence of the Usage Agreement without the prior written consent of the other party, which shall not be unreasonably withheld. Any public disclosure of the terms or existence of the Usage Agreement shall require the other party’s prior approval, unless required by law or regulation.

Article 18 – Confidential Information

Each party shall use and reproduce the other party’s Confidential Information solely for the purpose of performing this Agreement, and shall restrict disclosure to its employees and affiliates under legally binding confidentiality obligations on a need-to-know basis. Disclosure to third parties is prohibited without prior written consent.

Disclosure required by law or governmental request shall not constitute a breach, provided that the disclosing party gives prior notice and takes reasonable steps to limit the disclosure.

Article 19 – Termination

Either party may terminate the Usage Agreement, in whole or in part, without notice if the other party:
(i) is subject to regulatory suspension or revocation,
(ii) files for or is subject to bankruptcy or insolvency proceedings,
(iii) resolves to dissolve, merge, or transfer all or a substantial part of its business,
(iv) is subject to seizure or enforcement actions that impair contract performance,
(v) receives a dishonored payment notice or becomes insolvent,
(vi) is found to be in deteriorating financial condition,
(vii) becomes effectively controlled by a third party in a manner detrimental to its obligations under this Agreement,
(viii) encounters any similarly material circumstances.

Either party may terminate the Usage Agreement by written notice following a material breach by the other party, provided that the breaching party fails to cure the breach within a reasonable period after notice.

Article 20 – Term and Termination

The term of the Usage Agreement shall be as stated therein. Unless either party notifies the other in writing at least 90 days before expiration of its intention not to renew, the Usage Agreement shall automatically renew on the same terms.

The Company shall notify the User of updated fees at least 90 days before the expiration of the current term.

Except as expressly provided in this Agreement, the Usage Agreement may not be terminated during its term.

Article 21 – Consequences of Termination

All licenses granted under the Usage Agreement shall terminate upon its expiration or termination.

Upon termination, the User shall return all Software, Upgrades, Updates, enhancements, documentation, and copies thereof. Both parties shall also return all property and Confidential Information of the other party within 30 days of termination, or certify destruction where return is not feasible.

Article 22 – Force Majeure

Neither party shall be liable for any delay or failure in performance due to a Force Majeure Event, and shall be excused from performance to the extent affected by such event.

Article 23 – Severability

If any provision of this Agreement is held to be invalid, void, illegal, or otherwise unenforceable by a court or competent authority, the remaining provisions shall remain in full force and effect.

Article 24 – Assignment

The rights of the User under this Agreement are personal and may not be assigned, transferred, sublicensed, pledged, or encumbered without the prior written consent of the Company. Any attempted assignment without such consent shall be null and void. The Company shall not unreasonably withhold such consent.

Article 25 – Notices

Unless otherwise specified, all notices, requests, demands, waivers, and other communications under this Agreement shall be made in writing or by email.

Article 26 – Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Singapore.
Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its 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 SIAC Arbitration Rules in force at the time of the submission of the notice of arbitration, which rules are deemed to be incorporated by reference into this clause.
The seat of arbitration shall be Singapore. The language of the arbitration shall be English.

Article 27 – Exclusion of Antisocial Forces

Each party represents and warrants that:

Neither it nor its directors, officers, employees, or major shareholders are currently, or will in the future become, members of or affiliated with organized crime groups, corporate racketeers, or other similar antisocial forces.

It has not and will not obtain capital or funding from such antisocial forces.

It has not and will not provide funds to such entities.

Such forces are not and will not be involved in its management.

It will not engage in violent or unjust demands or acts against the other party.

Article 28 – Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or representations.

Article 29 – Survival

Notwithstanding Article 20.1, the provisions of Article 18 shall survive for three years after the termination of the Usage Agreement. The provisions of Articles 4.4, 6.5, 6.6, 8.2, 8.3, 10 through 17, and Articles 21 through 29 shall also survive termination.

Annex – Maintenance and Support Service Terms

1. Definitions

“Bug” refers to any inconsistency between the Software’s operation and its Documentation.

“Permanent Solution” means an Update that corrects a problem and brings the Software in line with its specifications.

“Reproducible Test Case” means a small code sample (usually under 100 lines) or a detailed textual example that demonstrates the issue and the deviation from the Documentation.

“Workaround” refers to a temporary solution to a problem.

2. Content of Maintenance and Support Services

The Company shall provide the following maintenance and support to the User:

Provision of Upgrades and Updates – The Company shall make these available on my.belladati.com. Installation shall be performed by the User.

Security and Performance Updates – Additional updates for security, connector compatibility, and data warehouse performance shall be similarly provided.

Compatibility Maintenance – For one year from the Software delivery, the Company shall maintain compatibility with older versions of the REST API and SDK.

Tutorials – The Company shall provide video tutorials and guidance on support.belladati.com.

Help Desk – Users may report Bugs via a designated website. The Company shall respond promptly. Details are below.

Device Information Changes – While Support is active, Users may change registered devices and receive new access keys.

3. Help Desk Service Details

Only Bugs accompanied by a Reproducible Test Case may be submitted.

The Company shall make reasonable efforts to provide Permanent Solutions, but does not guarantee resolution.

The Company may request detailed information via the Help Desk, email, or telephone, and the User shall cooperate.

The Company shall prioritize responses as follows:

Severity and Priority Levels

Priority 1 – Blocker: Access to the BellaDati system is halted.

Priority 2 – Critical: Severe issue affecting major business processes, with no workaround.

Priority 3 – Major: Business processes affected, but a temporary workaround exists.

Priority 4 – Normal: Minor issues with acceptable solutions.

Priority 5 – Minor: General inquiries not covered in existing tutorials or training.