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ENTERPRISE MASTER SERVICE AGREEMENT

Terms & Conditions of Service

Governed by the Laws of the Republic of Singapore, the Electronic Transactions Act (Cap. 88), and Singapore International Commercial Arbitration Standards.

Effective Date: January 1, 2026 • Last Updated: August 14, 2026 • Jurisdiction: Republic of Singapore
Table of Contents
  • 1. Acceptance & Entity
  • 2. Scope of Platform Services
  • 3. Enterprise Accounts & Access
  • 4. Intellectual Property Rights
  • 5. AI Decisioning & Recommendations
  • 6. Acceptable Use & Cybersecurity
  • 7. Confidentiality & Data Security
  • 8. Fees, Billing & Subscriptions
  • 9. Warranties & Disclaimer
  • 10. Limitation of Liability
  • 11. Governing Law & SIAC Arbitration
  • 12. Contact & Legal Notices

1. Acceptance of Terms & Corporate Entity

These Terms & Conditions ("Terms" or "Agreement") constitute a legally binding contract between you (either as an individual executive or as an authorized representative of a legal enterprise entity, "Customer", "Client", or "You") and DI International Enterprise Pte. Ltd. (Registration / UEN under the Accounting and Corporate Regulatory Authority of Singapore (ACRA), "DI Enterprise", "Company", "we", "us", or "our").

By accessing or using our websites (diintl.com), requesting executive briefings, accessing Agentic AI Decision Intelligence modules, APIs, or subscribing to our SaaS platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy (PDPA Compliant).

These Terms comply with the Electronic Transactions Act (Chapter 88 of Singapore), and electronic execution, acceptance, or confirmation shall have full legal effect and admissibility in legal proceedings.

2. Scope of Platform Services & Modules

DI Enterprise provides high-performance Agentic AI and Decision Intelligence platforms for global supply chains, operations, and enterprise logistics, including:

  • AI Decision Engines: Demand Forecast & Analytics, Dynamic Inventory Management, Root Cause Analysis (RCA), Order Prioritization, and Demand-Supply Balancing.
  • Digital Control Tower: Single-pane enterprise visibility, multi-echelon exception monitoring, ERP/WMS/TMS integrations, and automated alerts.
  • Interactive ROI Simulator & Benchmarks: Predictive working capital estimation tools and operational simulation models.
  • Enterprise Integration Connectors: Certified enterprise connectors for SAP S/4HANA, Oracle Cloud ERP, Microsoft Azure AI, and custom REST/gRPC endpoints.

3. Enterprise User Accounts & Access Controls

Access to proprietary SaaS modules and Control Tower instances requires authenticated corporate credentials. The Customer agrees to:

  1. Provide accurate, current, and complete corporate identity information.
  2. Enforce Multi-Factor Authentication (MFA) and secure Role-Based Access Controls (RBAC) across authorized enterprise users.
  3. Promptly notify DI Enterprise at security@diintl.com upon discovering any unauthorized credential use or suspected compromise.
  4. Maintain full organizational accountability for all transactions, simulations, and agent triggers executed under Customer's tenant accounts.

4. Intellectual Property Rights & Ownership

Dual-Pillar IP Ownership Framework:

(a) DI Enterprise IP: DI Enterprise retains exclusive ownership of all patents, trademarks, software code, UI designs, Agentic AI algorithms, heuristics, documentation, and improvements to the platform.
(b) Customer Data Ownership: Customer retains exclusive, complete ownership and title in all proprietary operational data, supply chain metrics, ERP records, and transaction logs ingested into the platform.

Subject to compliance with these Terms, DI Enterprise grants Customer a non-exclusive, non-transferable, revocable worldwide license during the subscription term to access and utilize the Platform for internal business operations.

5. Agentic AI Decisioning & Advisory Disclaimer

Our Agentic AI systems are sophisticated decision-support instruments engineered to analyze probabilistic multi-variable enterprise data, identify patterns, and propose automated or executive-approved optimization routes.

Important Notice on AI Decision Recommendations:

While DI Enterprise employs state-of-the-art predictive modeling and validation algorithms, AI-generated outputs, simulations, and ROI calculations constitute decision-intelligence recommendations. Ultimate operational decisions, inventory purchase orders, supplier terminations, and contract executions remain under the discretionary control of Customer’s authorized human executives ("Human-in-the-Loop"). DI Enterprise shall not be held liable for commercial outcomes resulting from business implementation of AI recommendations.

6. Acceptable Use & Singapore Cybersecurity Law

Customer shall not, directly or indirectly:

  • Reverse engineer, decompile, disassemble, or derive the source code of any DI Enterprise model or component.
  • Use the platform in violation of the Computer Misuse Act (Cap. 50A) or the Cybersecurity Act 2018 of the Republic of Singapore.
  • Attempt unauthorized vulnerability scanning, penetration testing, or denial-of-service (DoS) attacks on our infrastructure without prior written authorization.
  • Scrape, harvest, or extract algorithmic weights or proprietary knowledge items to train competing foundation models.

7. Confidentiality & Data Protection

Both parties agree that all confidential technical, financial, and operational information exchanged shall be kept strictly confidential and protected using no less than reasonable care.

Personal Data shall be collected, processed, and maintained in strict compliance with the Personal Data Protection Act 2012 (PDPA) as detailed in our Privacy Policy.

8. Fees, Subscriptions & Payment Terms

Enterprise subscription fees, compute quotas, proof-of-concept licenses, and professional implementation fees are invoiced pursuant to executed Service Orders or Statements of Work (SOW). All fees are exclusive of Singapore Goods and Services Tax (GST) or applicable international withholding taxes unless explicitly indicated.

9. Warranties & Disclaimer

DI Enterprise warrants that the Platform will perform substantially in accordance with documented enterprise specifications under normal operational use. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND DI ENTERPRISE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

To the maximum extent permitted under Singapore law (including the Unfair Contract Terms Act, Cap. 396):

  1. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, or loss of profits, revenue, or business reputation.
  2. The total aggregate liability of DI Enterprise arising under or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, shall be strictly capped at the total amount actually paid by Customer to DI Enterprise in the twelve (12) months preceding the incident giving rise to liability.
  3. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

11. Governing Law & Dispute Resolution (Singapore / SIAC)

Governing Law: This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Republic of Singapore.

Dispute Resolution & SIAC Arbitration: Any dispute arising out of or in connection with this contract, 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 Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.

  • The seat of the arbitration shall be Singapore.
  • The Tribunal shall consist of one (1) arbitrator.
  • The language of the arbitration shall be English.

Alternatively, either party reserves the right to seek interim injunctive or equitable relief before the Courts of the Republic of Singapore.

12. Legal Notices & Contact Information

For legal notices, contractual inquiries, or regulatory communications:

Legal & Compliance Directorate · Singapore HQ
Entity: DI International Enterprise Pte. Ltd.
Legal Inquiries: info@diintl.com
Direct Line: +65-9237 3066
Address: 12 Marina Boulevard, #17-01, Marina Bay Financial Center Tower 3, Singapore 018982
Governing Jurisdiction: Republic of Singapore
Official Web: http://diintl.com
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