International Software & Commercial Terms

These International Software & Commercial Terms ("International Terms") apply to all non-India corporate clients, enterprise licensees, and commercial partners contracting for software licenses, software-as-a-service (SaaS) subscriptions, private AI deployments, or custom digital engineering services provided by Valueye Technologies ("Valueye", "we", "us").

These terms govern every executed Order Form, Statement of Work (SOW), Master Services Agreement (MSA), or Cloud Subscription Schedule. In the event of any conflict between these International Terms and a customer-issued purchase order, these terms and the mutually executed Order Form shall strictly take precedence.

Subject to timely payment of agreed fees, Valueye grants customer a worldwide, non-exclusive, non-transferable (except in connection with an approved corporate restructuring or merger) commercial license to access, deploy, and operate the contracted software products:

• 01SaaS & Managed Cloud: Deployment within dedicated, high-availability cloud tenants architected with single-tenant isolation options.
• 02Customer Virtual Private Cloud (VPC): Deployment within customer-owned AWS, Microsoft Azure, Google Cloud, or sovereign local cloud accounts with full network boundary isolation.
• 03On-Premise & Air-Gapped Deployments: Direct containerized deployment (Docker/Kubernetes) onto customer-managed hardware infrastructure for highly regulated banking, healthcare, or defense-adjacent environments.
• 04Source Code Handover: Where explicitly contracted under an enterprise build agreement, customer receives full, unencumbered source code ownership of custom modules, database schemas, and application logic upon final milestone settlement.

Customer shall not reverse engineer, decompile, or disassemble core runtime binary libraries or proprietary AI foundational models owned by Valueye, except to the extent mandatory under applicable law.

Commercial proposals and invoices are denominated in the contractually designated settlement currency, which may include United States Dollars (USD), Euros (EUR), British Pounds (GBP), United Arab Emirates Dirhams (AED), Saudi Riyals (SAR), Singapore Dollars (SGD), or other mutually agreed freely convertible currencies.

• 01Payment Protocols: Invoices are payable via international SWIFT wire transfer, corporate credit, or approved automated clearing mechanisms within thirty (30) days from invoice receipt, unless shorter or milestone-based terms are specified in the Order Form.
• 02Taxes & Withholding: Stated fees are exclusive of local taxes. Customer is responsible for any applicable local sales tax, Value-Added Tax (VAT), Goods & Services Tax (GST), customs duties, or cross-border levies in customer's jurisdiction.
• 03Withholding Tax (WHT) & Gross-Up: If customer is mandated by local tax law to deduct withholding tax, customer shall provide an official tax withholding certificate issued by the relevant tax authority within sixty (60) days. In the absence of a recognized Double Taxation Avoidance Agreement (DTAA) tax exemption certificate, invoiced amounts shall be grossed up so Valueye receives the net sum contracted.
• 04Reverse Charge Mechanism (RCM): Where cross-border supplies of digital services qualify for reverse charge VAT/GST in customer's destination country (e.g. EU VAT Directive, UK VAT, UAE VAT), customer shall provide its valid tax registration number and self-account for taxes.

Valueye maintains a transparent, client-centric intellectual property philosophy engineered for long-term customer autonomy and zero vendor lock-in:

• 01Customer Data & Business Logic: Customer retains sole, exclusive ownership and all worldwide Intellectual Property Rights in all customer proprietary data, customer workflows, operational records, and business confidential information.
• 02Custom-Engineered Deliverables: All bespoke application code, integrations, custom user interfaces, and domain-specific schemas created exclusively for customer under an SOW vest in customer upon receipt of full milestone payment.
• 03Background Technology & Tooling: Valueye retains ownership of its pre-existing core platforms, reusable design tokens, proprietary libraries, and studio utility toolkits. Valueye grants customer a perpetual, royalty-free, worldwide license to use such background tooling as incorporated into the deliverables.

Valueye warrants that the software will perform substantially in conformance with agreed specifications and documentation for a period of ninety (90) days following commercial acceptance. During this warranty period, Valueye shall rectify any reproducible material defects at no additional cost.

Beyond the warranty window, ongoing security patches, regulatory updates, feature improvements, and uptime SLAs are provided under dedicated Annual Maintenance Contracts (AMC) or Managed Service Agreements.

Except for liabilities arising from gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, each party's total aggregate liability arising out of or related to the contract shall be capped at the total fees paid or payable by customer to Valueye under the applicable Order Form during the twelve (12) month period immediately preceding the event giving rise to liability.

Recognizing that our enterprise clients operate across North America, Europe, the Middle East, and Asia-Pacific, Valueye offers international commercial dispute resolution frameworks designed for neutrality, speed, and enforceability under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention):

• 01Negotiation & Senior Executive Escalation: In the event of any controversy, authorized senior executives of both parties shall meet in good faith within twenty-one (21) days to resolve the matter amicably.
• 02International Arbitration: If unresolved, the dispute shall be finally settled by binding arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) or the London Court of International Arbitration (LCIA), as specified in the Order Form.
• 03Arbitral Seat & Language: The seat of arbitration shall be Singapore or London, UK. The proceedings shall be conducted in the English language before a single arbitrator appointed in accordance with the applicable rules.
• 04Interim Relief: Nothing in this section prevents either party from seeking emergency injunctive or equitable relief before any court of competent jurisdiction to protect intellectual property or confidential trade secrets.

For enterprise contract redlines, custom SOW reviews, or questions regarding our International Terms: