Xanivar Field

Field — Terms and Conditions

Effective date: [INSERT DATE] Last updated: [INSERT DATE]

Final draft for review by Xanivar Labs' legal counsel prior to publication. Items in [brackets] are to be completed by Xanivar Labs.

These Terms and Conditions ("Terms") govern access to and use of Field, the field-workforce management application and related services made available at field.xanivar.com and through our mobile applications for iOS and Android (the "Service"), provided by Xanivar Labs Pte. Ltd. (UEN 202607828N), a company incorporated in Singapore with its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914 ("Xanivar Labs", "we", "us", or "our").

Who accepts these Terms. These Terms are accepted on behalf of an organisation (the "Customer", "you") by an individual who is authorised to bind it — typically the account owner or an administrator (an "Administrator"). By creating an account, clicking to accept, or otherwise using the Service as an Administrator, you represent that you have authority to bind the organisation, and the organisation agrees to these Terms.

Individual workers and other Authorized Users who are added to a Customer's account do not accept these Terms on the Customer's behalf and do not bind the Customer. Their individual use of the Service is governed by the separate Authorized User Terms presented to them when they first access the Service.

The Service is intended for use by organisations and their personnel in the course of business. It is not offered to consumers for personal, domestic, or household use.

1. Definitions

• "Authorized User" means an individual — including your employees, workers, contractors, and field staff — whom you permit to access the Service under your account.
• "Customer Data" means all data, content, and materials submitted to or generated in the Service by you or your Authorized Users, including Worker Data.
• "Worker Data" means personal data relating to your Authorized Users and field workers processed through the Service, such as identity details, country/residency, credentials, portfolio items, shift and clock-in records, location or visit information, and media uploads.
• "Application" means the Field mobile application made available through an App Store.
• "App Store" means a third-party application marketplace through which the Application is distributed, including the Apple App Store and Google Play.
• "Documentation" means the usage guides and policies we make available for the Service.
• "Free trial" means the thirty (30) day trial of a Paid Plan described in Clause 4.1.
• "Paid Plan" means a subscription plan that requires payment of Fees.
• "Fees" means the charges payable for a Paid Plan.
• "Subscription Term" means the period for which you have subscribed to a Paid Plan.
• "Applicable Data Protection Law" means all laws relating to data protection and privacy that apply to the processing of personal data under these Terms, including the Singapore Personal Data Protection Act 2012 ("PDPA") and, where applicable, the EU General Data Protection Regulation ("GDPR") and the UK GDPR.

2. The Service

2.1 Field is a business tool for managing a field workforce, which may include worker onboarding, credential and portfolio management, shift scheduling, clock-in and time tracking, visit and task management, media capture, and related reporting and administration features. The Service is provided as a web application and as the Application through the App Stores.

2.2 We may add, change, or remove features from time to time. We will not materially reduce the core functionality of a Paid Plan during a paid Subscription Term without offering you a broadly comparable alternative or a pro-rata refund for the affected period.

2.3 Beta and early-access features. Parts of the Service may be identified as beta, preview, or early access. These are provided for evaluation, may be changed or withdrawn at any time, may be unstable, and are provided "as is" without any warranty or service commitment. You use them at your own risk.

3. Accounts, plans, and eligibility

3.1 To use the Service you must register an account and provide accurate, current, and complete information, and keep it up to date.

3.2 You are responsible for your account and for all activity under it, including the acts and omissions of your Authorized Users. You must keep login credentials secure and notify us promptly of any unauthorised use.

3.3 You are responsible for ensuring each Authorized User complies with these Terms. You remain liable for their use of the Service as if it were your own.

4.1 Free trial. We offer a free trial of a Paid Plan for thirty (30) days. You will not be charged during the trial. The trial is available once per customer, on your first subscription only, and is not available again on renewal or if you cancel and subscribe again. Unless you cancel before the trial ends, your subscription starts automatically at the end of the trial and the first Fee becomes payable at that point. We will remind you before the trial ends. Trials are provided "as is" and without any service-level commitment.

3.5 Age. The Service is not directed at children. Each Authorized User must be at least 16 years old (or the minimum working age in their jurisdiction, if higher). You are responsible for ensuring your Authorized Users meet this requirement.

3.6 Administrators and Authorized Users. You may designate Administrators to manage your account. An Administrator may add, suspend, and remove Authorized Users, assign and reassign user seats, configure the Service (including features such as location capture), and access Customer Data held in your account. You are responsible for who you appoint as an Administrator and for promptly removing access for anyone who leaves your organisation or no longer needs it. Login credentials are personal to each Authorized User and must not be shared.

4. Fees, billing, and free trials

4.1 Free trial. We offer a free trial of a Paid Plan for thirty (30) days. You will not be charged during the trial. The trial is available once per customer, on your first subscription only, and is not available again on renewal or if you cancel and subscribe again. Unless you cancel before the trial ends, your subscription starts automatically when the trial ends and the first Fee becomes payable at that point. We will remind you before the trial ends. Trials are provided "as is" and without any service-level commitment.

4.2 Paid Plans. If you subscribe to a Paid Plan, you agree to pay the Fees for the plan you select. Fees are stated exclusive of taxes.

4.3 Billing and renewal. Unless stated otherwise at sign-up, Paid Plans are billed in advance on a recurring basis (monthly or annually, as you choose) and renew automatically for successive periods equal to the initial Subscription Term, at the then-current Fees, unless cancelled before the renewal date. Where your plan follows a free trial, the first billing period begins when the trial ends.

4.4 Cancellation. You may cancel at any time. Cancelling during the free trial takes effect immediately and you are not charged. Cancelling a Paid Plan takes effect from the end of the current billing period, so you keep access for the period you have paid for. Cancellation stops future renewals; it does not entitle you to a refund of Fees already paid, except as required by law, as expressly stated in these Terms (see Clause 2.2), or where we agree otherwise.

4.4B Access after cancellation. When a Paid Plan ends, your account becomes export-only for thirty (30) days: an Administrator may sign in and export Customer Data, but the Service can no longer be used for day-to-day work, and Authorized Users can no longer clock in, record visits, or create new records. After that period we may delete Customer Data as set out in Clause 16.4. Please export what you need before the period ends.

4.4A Cancelling an App Store subscription. If you subscribed through an App Store, your subscription must be managed and cancelled through that App Store's subscription settings. Deleting the Application, deleting your Field account, or asking us to cancel does not by itself stop the App Store from charging you, and we cannot cancel an App Store subscription on your behalf. Renewal timing and refunds for those subscriptions are governed by the App Store's own policies.

4.5 Price changes. We may change Fees. For recurring Paid Plans, we will give at least [30] days' notice before a price change takes effect, and the change will apply from your next renewal. If you do not accept the change, you may cancel before it takes effect.

4.6 Taxes. Fees are exclusive of Goods and Services Tax (GST) and any other applicable taxes, which you are responsible for paying. Where we are required to collect GST or other taxes, they will be added to your invoice.

4.7 Payments through an App Store. Where you purchase a Paid Plan or any in-application feature through an App Store, that purchase may also be subject to the App Store's payment terms, and the App Store operator (not Xanivar Labs) processes the payment. Refunds for App Store purchases are handled in accordance with the App Store's policies, and refund decisions for those purchases are made by the App Store operator, not by us.

4.8 Late or failed payment. If a payment fails or is overdue, we may suspend access to Paid Plan features until payment is made. We may charge reasonable interest on overdue amounts as permitted by law.

4.9 Downgrades. If you move to a lower Paid Plan, you may lose access to features, capacity, or data that exceed that plan's limits. It is your responsibility to export any data you need before downgrading.

4.10 Plan limits and additional usage. Each plan has usage limits (for example, the number of Authorized Users, storage, or other metered features) as described at sign-up or in the Documentation. If your usage exceeds your plan's limits, we may, on reasonable notice: (a) ask you to upgrade to a plan that covers your usage; (b) charge for the additional usage at our then-current rates on a pro-rata basis; or (c) restrict usage above the limit.

4.11 Payments you collect from your own customers. The Service may let you issue invoices and take payments from your own customers. Any such payment is processed by a third-party payment service provider and not by Xanivar Labs. Xanivar Labs is not a payment processor, money-services business, merchant of record, or party to those transactions; it does not hold, transfer, or take responsibility for those funds, and it does not collect or store your customers' full payment card details. Your and your customers' use of a payment provider is governed by that provider's own terms, and you are solely responsible for any merchant, tax, refund, chargeback, and consumer-protection obligations arising from payments you collect through the Service.

5. Your responsibilities and acceptable use

5.1 You must use the Service only for lawful business purposes and in accordance with these Terms and the Documentation.

5.2 You must not, and must not permit any Authorized User to:

(a) use the Service in breach of any law or third-party right; (b) upload or process any content that is unlawful, infringing, defamatory, or that you have no right to process; (c) attempt to gain unauthorised access to, disrupt, or compromise the Service or its infrastructure; (d) reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent this restriction is prohibited by law; (e) copy, resell, sublicense, or make the Service available to third parties other than your Authorized Users, or use it to build a competing product; (f) introduce malware, or use bots or automated means to access the Service other than through interfaces we provide; or (g) use the Service to store or transmit content in violation of applicable export controls or sanctions.

5.3 You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it.

5.4 Reliance on Customer Data. We are entitled to rely on Customer Data as provided by you and your Authorized Users, and we have no obligation to verify, correct, or otherwise ensure its accuracy, completeness, or quality.

5.5 Disputes with your workers and customers. We are not a party to, and are not responsible for, any dispute between you and your Authorized Users, workers, or your own customers. You are responsible for managing those relationships.

6. No professional advice; employment and workforce compliance

6.1 No professional advice. Field is a software tool. We do not provide legal, human-resources, employment, payroll, tax, or other professional advice, and nothing in the Service or Documentation constitutes such advice. You should obtain your own professional advice before relying on the Service for any compliance, payroll, or legal purpose.

6.2 You are responsible for employment compliance. You are solely responsible for complying with all laws applicable to your workforce, including employment, labour, working-time, wage, rest-break, workplace-safety, immigration and right-to-work, and data-protection laws, and for the correct classification of individuals as employees, contractors, or otherwise. Naming conventions and labels in the Service are for convenience only and do not determine any individual's employment status or classification.

6.3 Records are an aid, not a system of record for compliance. Features such as scheduling, clock-in, time tracking, and reporting are provided to assist your record-keeping. We do not verify, and are not responsible for, the accuracy or completeness of hours, time records, or any pay, leave, or entitlement calculations. You are responsible for reviewing and validating any output before using it for payroll, compliance, or legal purposes.

6.4 Credentials, licences, and qualifications are not verified by us. The Service allows workers and Administrators to upload and record credentials, licences, tickets, qualifications, right-to-work documents, and their expiry dates. We store what is provided to us; we do not verify it. We do not check the authenticity, validity, currency, or accuracy of any credential or document, do not confirm expiry dates against any issuing body or register, and any status, reminder, or "verified"-style indicator in the Service reflects only what has been entered or uploaded — not an independent check by us.

Accordingly: (a) the individual who uploads or enters a credential is responsible for the accuracy and truthfulness of what they provide; and (b) you remain solely responsible for verifying, before you rely on it, that any credential, licence, or qualification held by a worker is genuine, current, and adequate for the work you assign, and for complying with any legal requirement to check or re-check it. You must not rely on the Service as evidence that a worker is licensed, qualified, insured, or entitled to work.

7. Communications and messaging

7.1 Messages the Service sends. The Service may send communications to you and your Authorized Users by email, in-app notification, push notification, SMS/text, or other messaging channels (for example WhatsApp), including administrative, security, service, shift, and operational messages, and — where you configure them — messages to your workers.

7.2 Your consent obligations. You represent and warrant that each Authorized User you add has consented to being added to your account and to receiving these communications from you and from us on your behalf, and that you have given any notices and obtained any consents required by law before adding them or triggering messages to them.

7.3 Compliance. You are responsible for ensuring that any message you send or trigger through the Service complies with applicable law, including the Singapore Spam Control Act 2007 and the Do Not Call provisions of the PDPA, and equivalent messaging, anti-spam, and telemarketing laws in any other jurisdiction where your workers are located.

7.4 Opt-out and essential messages. Recipients may opt out of non-essential messages (for example, by replying STOP where supported). Standard carrier or message rates may apply. We may send you and your administrators essential service and security messages that cannot be opted out of while you use the Service.

8. Customer Data, worker data, and data protection

8.1 Two kinds of data. These Terms distinguish two categories of data, because they belong to different people and are treated differently when a worker stops working for you.

(a) "Customer Business Data" is yours. The operational records of your business created through the Service: jobs, schedules and rosters, timesheets, visits, quotes and invoices, your own customers' details and contact information, your pricing and commercial terms, and the notes and media captured in the course of that work. As between the parties, you own all rights in Customer Business Data and we acquire no ownership of it.

(b) "Worker Profile Data" belongs to the individual. The record that belongs to a worker rather than to any one employer: their identity and contact details, the credentials, licences and training records they hold, and their verified work record — the shifts they completed, the hours they worked, and whether attendance was confirmed by clock-in and location data. Worker Profile Data is not owned by you and is not Customer Business Data, even though it is generated while the worker is engaged by you.

8.1A Worker Profile Data: what travels with a worker, and what does not. Field is designed so that a worker builds a portable record of their own working life. The following applies when a worker's engagement with you ends.

(a) The profile is not extinguished by deactivation. A worker's Worker Profile Data is held against their own account. When you deactivate a worker, their access to your Customer Business Data ends immediately and your access to them as a member of your workforce ends; we do not delete their own profile or verified work record. Whether the worker can still reach it depends on their being able to sign in. Where a worker registered using an email address you control and has not added a personal address of their own, disabling that mailbox may leave them unable to access their account, and that is outside our control. We prompt workers to add a personal address for this reason.

(b) Your commercial and customer information does not travel. Worker Profile Data does not include, and we do not make available to a departing worker: the identity, names, addresses or contact details of your customers; the site or premises at which work was performed; your pricing, quotes, invoices or commercial terms; your confidential information; or media captured in the course of work, unless you have expressly released it. A worker's verified work record identifies YOU as the employer and describes the shape of the work — dates, hours, counts, and whether attendance was verified — and does not identify your client.

(c) Training records. Where you record that a worker completed training, the worker may retain a record stating what was completed, on what date, and that it was issued by you. That record does not include your training materials or other content, which remain yours. You may designate a training record as internal-only at the time it is issued; that designation cannot be applied retrospectively.

(d) Statutory rights are unaffected. Nothing in this Section limits any right an individual has under Applicable Data Protection Law, including any right of access or of data portability. Those rights cannot be excluded by agreement, and nothing you and we agree between ourselves can remove them from a worker.

8.2 Licence to us. You grant us a non-exclusive, worldwide licence to host, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and support the Service, and as otherwise instructed by you through the Service.

8.3 Roles under Applicable Data Protection Law. The parties act in different capacities depending on the data concerned:

(a) We act as your processor (or equivalent) in respect of Customer Business Data and the personal data contained in it — that is, the personal data you and your Authorized Users put into the Service about your workforce and your own customers, for the purpose of running your operations. We will process that personal data only on your documented instructions (including as configured through the Service) and as required by law.

(b) We act as a controller (or equivalent) in respect of the limited personal data we determine the purposes and means of processing for in order to run our business and the Service — for example, Administrator and account-registration details, authentication and login records, billing and subscription records, security, abuse- and fraud-prevention logs, diagnostic and error data, product analytics, and records we must keep to meet our own legal obligations. Our handling of that data is described in our Privacy Policy.

(c) We act as a controller in respect of Worker Profile Data. That record is provided to the individual worker as a service to them, it persists across engagements with different employers, and it is not maintained on the instructions of any one employer — so we, and not you, determine the purposes and means of processing it. We do not maintain it on your behalf, and it does not form part of the personal data we process for you under the DPA. Our handling of Worker Profile Data is described in our Privacy Policy.

Nothing in paragraphs (b) and (c) permits us to use Customer Business Data for our own independent purposes beyond what is described in this Section and our Privacy Policy.

8.4 Your compliance obligations. You are responsible for ensuring that you have a lawful basis to collect and process Worker Data and to provide it to us, and for giving your Authorized Users and field workers all required notices and obtaining any required consents (for example, in relation to identity documents, credentials, location or visit data, and media). You must handle data-subject requests, save that we will provide reasonable assistance as set out in these Terms or a separate data processing addendum.

8.5 Our commitments. We will:

(a) implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, or damage; (b) ensure that personnel authorised to process personal data are bound by confidentiality obligations; (c) not sell Customer Data or use it to build advertising profiles; and (d) notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, and provide reasonable assistance to help you meet your breach-notification obligations.

8.6 Sub-processors. You authorise us to use third-party sub-processors to provide the Service, including infrastructure, storage, email, and security providers (for example, our database and authentication provider, object-storage provider, transactional-email provider, and bot-protection provider). We remain responsible for our sub-processors' performance of data-protection obligations. We will maintain a current list of sub-processors on request and give reasonable notice of changes so you may object on reasonable data-protection grounds.

8.7 Data location and residency. We host the Service using infrastructure located in Singapore and may replicate or process data in other regions to provide the Service. Where the Service offers a data-residency option (for example, storing certain personal data in the European Union), we will process that data in the selected region in accordance with the settings you configure. International transfers of personal data will be carried out using an appropriate transfer mechanism where one is required by Applicable Data Protection Law.

8.8 Aggregated/anonymised data. We may generate and use aggregated or de-identified data (that does not identify you, your Authorized Users, or any individual) to operate, improve, and analyse the Service.

8.9 Government and law-enforcement requests. We may access, preserve, or disclose Customer Data if we reasonably believe it is required by law, regulation, legal process, or a valid governmental or law-enforcement request, or is necessary to protect the rights, safety, or property of Xanivar Labs, our users, or the public. Where we are lawfully able and it is practicable to do so, we will notify you before disclosing your Customer Data in response to such a request.

8.10 Data processing addendum. Our Data Processing Addendum ("DPA"), available at https://field.xanivar.com/dpa, is incorporated into and forms part of these Terms and applies automatically from the moment you accept these Terms — no separate signature is required. The DPA sets out the processing details, security measures, sub-processors, audit rights, data-subject assistance, breach notification, international-transfer mechanisms, and return or deletion of data that apply when we process personal data on your behalf. If you require a countersigned copy, contact us at ops@xanivarlabs.com. The DPA prevails over this Section to the extent of any conflict.

9. Confidentiality

9.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including the Service's non-public features, pricing, and Customer Data.

9.2 Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need it and are bound by confidentiality. This does not apply to information that is or becomes public without breach, is independently developed, or is required to be disclosed by law (with notice where lawful).

10. Intellectual property

10.1 Licence grant. Subject to these Terms and to payment of any applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during your subscription or free trial, to: (a) access and use the Service; (b) permit your Authorized Users to access and use the Service; (c) install and use the Application on devices owned or controlled by you or your Authorized Users; and (d) use the Documentation — in each case for your internal business purposes only. This right extends to updates and new versions we make generally available under your plan.

10.2 Ownership. The Service, the software, the Application, the Documentation, and all related intellectual property are and remain owned by Xanivar Labs and its licensors. Except for the rights expressly granted in Clause 10.1, no rights are granted to you, and all rights not expressly granted are reserved.

10.3 Feedback. If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction. Feedback is given voluntarily and we are under no obligation to keep it confidential.

11. Third-party services, mobile applications, and app stores

11.1 Third-party services. The Service may interoperate with or rely on third-party services and integrations. Your use of any third-party service is governed by that third party's terms, and we are not responsible for third-party services. If a third-party service is required to provide the Service, we remain responsible for it as a sub-processor to the extent set out in Section 8.

11.2 Mobile applications; App Store terms. Field is available as the Application through the App Stores. These Terms (including this Clause 11) constitute the end-user licence agreement ("EULA") for the Application, and the same single set of Terms applies however the Application is obtained (whether through the Apple App Store or Google Play); no separate or different terms apply as between the two stores. Your use of the Application is also subject to the applicable App Store's terms and usage rules, and the following apply:

(a) Relationship. These Terms are concluded between you and Xanivar Labs only, and not with Apple Inc. or Google LLC (each, a "Store Operator"). The Store Operator is not responsible for the Application or its content.

(b) Licence scope. Your licence to use the Application is a non-transferable licence to use it on any device that you own or control, as permitted by the applicable App Store's usage rules.

(c) Maintenance and support. Xanivar Labs, not the Store Operator, is solely responsible for providing any maintenance and support for the Application. The Store Operator has no obligation to furnish any maintenance or support services.

(d) Warranty. Xanivar Labs, not the Store Operator, is responsible for any product warranties, whether express or implied. If the Application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) paid for the Application; to the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the Application.

(e) Claims. Xanivar Labs, not the Store Operator, is responsible for addressing any claims by you or a third party relating to the Application or your use of it, including (i) product-liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer-protection, privacy, or similar legislation.

(f) Intellectual property claims. In the event of any third-party claim that the Application or your use of it infringes that third party's intellectual property rights, Xanivar Labs, not the Store Operator, will be solely responsible for the investigation, defence, settlement, and discharge of that claim.

(g) Legal compliance. You represent and warrant that (i) you are not located in a country that is subject to a government embargo, or that has been designated as a "terrorist supporting" country; and (ii) you are not listed on any government list of prohibited or restricted parties.

(h) Third-party terms. You must comply with any applicable third-party terms of agreement when using the Application.

(i) Third-party beneficiaries. Apple and its subsidiaries, and Google and its affiliates, are third-party beneficiaries of these Terms in respect of your licence of the Application, and each Store Operator has the right to enforce these Terms against you as a third-party beneficiary.

11.3 Google Play. If you obtained the Application through Google Play, your use is additionally governed by the Google Play Terms of Service. To the extent of any conflict between the Google Play Terms of Service and these Terms in respect of your use of the Application obtained through Google Play, the Google Play Terms of Service govern solely with respect to that use.

11.4 Electronic signatures and documents. Where Field lets you create, send, or sign a trade agreement electronically, its signing flow records the saved terms, recipient, typed signer name, consent, timestamp, and signature record. You are responsible for the content and accuracy of any agreement you create and for determining whether electronic signing is suitable for your document and jurisdiction. Xanivar Labs does not provide legal advice or guarantee that a particular document is valid or enforceable.

12. Availability, support, and service levels

12.1 We aim to make the Service available with reasonable continuity but do not guarantee uninterrupted or error-free operation. The Service may be unavailable during maintenance, updates, or events beyond our reasonable control.

12.2 Free trials and beta features are provided without any service-level or support commitment. Any service-level commitments for Paid Plans, if offered, will be as set out in a separate service-level document or plan description.

13. Warranties and disclaimers

13.1 Each party warrants that it has the authority to enter into these Terms.

13.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Service will meet your requirements or that it will be secure, uninterrupted, or error-free.

13.3 Nothing in these Terms excludes or limits any warranty, guarantee, or right that cannot be excluded or limited under applicable law.

14. Limitation of liability

14.1 To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.

14.2 To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the total Fees paid or payable by you to us for the Service in the twelve (12) months before the event giving rise to the liability, or (b) SGD [AMOUNT — TO BE SET BY COUNSEL].

14.3 The limitations in this Section do not apply to: (a) your obligation to pay Fees; (b) either party's liability for death or personal injury caused by its negligence, for fraud, or for any liability that cannot be limited under applicable law; or (c) your breach of Section 5 (acceptable use) or infringement of our intellectual property.

15. Indemnity

You will indemnify and hold us harmless against third-party claims, losses, and reasonable costs arising from: (a) Customer Data or your use of the Service in breach of these Terms; (b) your breach of Applicable Data Protection Law or of Section 7 (communications) in respect of Worker Data or messaging; (c) any claim by an Authorized User or worker relating to your employment, engagement, classification, or treatment of them; or (d) your breach of Section 5. We will notify you of the claim, allow you to control the defence (with our reasonable cooperation), and not settle any claim admitting your liability without your consent.

16. Suspension and termination

16.1 We may suspend or limit your access to the Service if: (a) you materially breach these Terms and do not cure it within [14] days of notice; (b) your use poses a security risk or may harm us or others; or (c) required by law. Where practical and lawful, we will give you notice first.

16.2 Either party may terminate a Paid Plan for material breach by the other that is not cured within thirty (30) days of written notice. You may stop using a free trial at any time, and we may terminate or suspend trial access on reasonable notice.

16.2A Additional termination grounds. Either party may terminate immediately on written notice if the other becomes insolvent, is wound up, enters administration, judicial management or receivership, makes an arrangement with its creditors, or ceases to carry on business. We may also terminate on written notice if you repeatedly breach these Terms (even where individual breaches are cured), or if Fees remain unpaid [30] days after we have given you notice of non-payment.

16.3 On termination, your right to use the Service ends and any outstanding Fees become due. Sections that by their nature should survive — including Sections 4 (in respect of Fees accrued before termination), 6, 8.1, 9, 10.2, 10.3, 13, 14, 15, and 17 — will survive, together with any rights, remedies, or liabilities that accrued before termination.

16.4 Data export and deletion. For a period of thirty (30) days after termination, your account is export-only and you may export Customer Data in a commonly used format, to the extent the Service supports export. After that period, we may delete Customer Data in the ordinary course, subject to any legal retention requirements and to backups that are deleted in accordance with our retention cycle. This is the same period as in Clause 4.4B.

17. Governing law and disputes

17.1 These Terms are governed by the laws of Singapore, without regard to conflict-of-laws rules.

17.2 The parties will first try to resolve any dispute in good faith. If they cannot, the dispute will be subject to the exclusive jurisdiction of the courts of Singapore.

17.3 Your local mandatory rights are preserved. The Service is available internationally, and the laws of the country in which you are established may give you rights that cannot be excluded or restricted by agreement. Nothing in these Terms operates to exclude, restrict, or modify any such non-excludable right, guarantee, warranty, or remedy, or to deprive you of the protection of any mandatory provision of the law of your own country that applies to you. Where any provision of these Terms conflicts with such a mandatory provision, that provision applies to you only to the extent permitted by that law, and the remainder of these Terms continues in effect. The choice of Singapore law and forum in Clauses 17.1 and 17.2 applies to the fullest extent permitted, but does not override any mandatory local law or any right you have to bring proceedings in your local courts where that right cannot be excluded.

18. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give reasonable notice (for example by email or in-app notice) before it takes effect. Your continued use of the Service after the change takes effect constitutes acceptance. If you do not accept a material change, you may stop using the Service and, for a Paid Plan, cancel before the change takes effect.

19. General

19.1 Entire agreement and order of precedence. These Terms, together with the documents referred to in them, are the entire agreement between the parties on their subject matter and supersede prior discussions. If there is a conflict, the following order of precedence applies, from highest to lowest: (a) the Data Processing Addendum (in respect of the processing of personal data); (b) any signed order form or written agreement between the parties that expressly amends these Terms; (c) these Terms; (d) any service-level document; (e) the applicable plan description; and (f) the Documentation. The Authorized User Terms govern an individual Authorized User's own use of the Service and do not vary these Terms as between you and us.

19.2 Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

19.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control.

19.4 Notices. We may give notice by email to your account address or by in-app notice. Notices to us must be sent to ops@xanivarlabs.com.

19.5 No waiver. Failure to enforce a provision is not a waiver of it.

19.6 Severability. If any provision is held unenforceable, the rest remains in effect and the provision will be modified to the minimum extent necessary to make it enforceable.

19.7 No third-party rights. Except for the App Store operators as set out in Clause 11.2 (who may enforce that clause as third-party beneficiaries), a person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

19.8 Relationship. The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.

19.9 Publicity (opt-in). Neither party may use the other's name, logo, or trademarks, or refer to the other in any publicity or marketing material, without the other party's prior written consent. Consistent with our privacy-first approach, we will not identify you as a customer publicly unless you have given us your prior written consent, and any consent you give may be withdrawn on written notice for future use.

20. Contact

Xanivar Labs Pte. Ltd. 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914 Email: ops@xanivarlabs.com Website:

This document should be reviewed and approved by Singapore-qualified counsel before publication, and published together with Field's Privacy Policy — which the Apple App Store and Google Play both require as a condition of listing — and, where applicable, a Data Processing Addendum.

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