Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the xRetails website, products, and services. By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree, please do not use our services.

1. Definitions

• “xRetails,” “we,” “us,” “our” refers to XRETAIL SOLUTIONS PTE. LTD., a company incorporated in Singapore.
• “Services” refers to all products, software, hardware, platforms, content, documentation, and consulting services provided by xRetails, including but not limited to xPilot, xTrack, and Vortex Cloud.
• “Website” refers to xretails.com, xretails.vercel.app, and any related subdomains or mobile applications.
• “You,” “your,” “Customer” refers to the individual or entity using our Website or Services.
• “Content” means any and all audio and/or visual elements, including without limitation information, text, graphics, images, illustrations, photographs, animations, designs, logos, and other materials on our Website.
• “Agreement” refers to these Terms together with any applicable Order Form, Pilot Agreement, or Statement of Work.

2. Acceptance of Terms

By accessing our Website, submitting a contact form, requesting a pilot, or entering into any agreement for our Services, you confirm that you have read, understood, and agree to be bound by these Terms. If you are entering into this agreement on behalf of a legal entity, you represent that you have the authority to bind that entity. If you do not accept any or all of these Terms, you must immediately stop accessing our Website and its Content.

3. Intellectual Property Rights

All copyright, trademarks, service marks, and other intellectual property rights subsisting in our Website, Services, Content, and related materials (including but not limited to “xRetails,” “xPilot,” “xTrack,” “Vortex Cloud” marks and logos) are owned by XRETAIL SOLUTIONS PTE. LTD. or our licensors. You shall not use or permit anyone to use any of the aforesaid except as may be necessary for your lawful use of our Website or Services or as permitted by us. Any unauthorised use is strictly prohibited.

Unless expressly permitted by us in writing, you must not copy, distribute, publish, modify, download, transmit, transfer, sell, license, reproduce, create derivative works from, reverse-engineer, or in any other way exploit any of the Content or Services, in whole or in part. Any rights not expressly granted to you herein are reserved.

4. Services and Orders

• Website Use: We grant you a restricted, revocable, personal, non-commercial, non-exclusive, and non-transferable licence to use our Website in accordance with these Terms.
• Pilot Programs: Pilot deployments are governed by a separate Pilot Agreement executed between xRetails and the Customer. Pilot terms, including duration, scope, and data handling, are defined in that agreement.
• Commercial Orders: Commercial deployments are governed by an Order Form or Statement of Work that references these Terms. In the event of a conflict, the Order Form shall prevail.
• Service Levels: Service Level Agreements (SLAs), if applicable, are defined in the relevant Order Form or a separate SLA document.

5. Acceptable Use

You shall not:

• Use our Website or Services for any unlawful purpose or any purpose not authorised by these Terms.
• Rent, lease, lend, sell, redistribute, sublicence, or otherwise transfer our Services to any third party.
• Copy, reproduce, translate, adapt, vary, modify, reverse-engineer, disassemble, or attempt to derive the source code of our software, except only to the extent that applicable law provides that such cannot be prohibited.
• Remove, add, change, or otherwise tamper with any copyright notice, legend, or logo appearing in our Website or Services.
• Send or receive any material that is threatening, offensive, indecent, obscene, defamatory, or in breach of confidence, copyright, or any other third-party rights.
• Send or receive any material that is technically harmful (including computer viruses, logic bombs, Trojan horses, worms, corrupted data, or other malicious software).
• Attempt to circumvent our security or network, including accessing data not intended for you or probing the security of our systems.
• Use our Website in any way that imposes an unreasonable or disproportionately large load on our infrastructure.
• Engage in any fraudulent, improper, or illegal activity in connection with our Services.
• Otherwise engage in any conduct that, in our reasonable opinion, restricts or inhibits any other user from properly using our Website or Services.

6. Customer Data and Privacy

Any data collected through our Services on your behalf remains your property. We process such data only as necessary to provide the Services and in accordance with our Privacy Policy.

For our xTrack platform specifically: all video processing occurs locally on the edge device. No video footage is transmitted to the cloud, and no biometric data is collected, stored, or processed. Only anonymised, aggregated analytics data is transmitted for dashboard reporting. We take commercially reasonable measures to protect the security of information transmitted through our Services. However, no method of transmission over the internet is 100% secure, and we cannot guarantee absolute security.

7. Fees and Payment

• Fees are as set forth in the applicable Order Form and are payable in the currency specified therein.
• Invoices are due within thirty (30) days of the invoice date unless otherwise agreed.
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• All fees are exclusive of applicable taxes, duties, and levies, which are the Customer’s responsibility.
• Descriptions and pricing of Services are subject to change, withdrawal, or discontinuance at our discretion, without notice. We reserve the right to reject or cancel any orders resulting from pricing errors.

8. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s confidential information disclosed during the course of the business relationship. Confidential information shall not be disclosed to third parties without the disclosing party’s prior written consent, except as required by law. This obligation shall survive the termination of these Terms for any reason.

You must not use or disclose to any person any information relating to our Services or us that you obtain from us or our agents in connection with these Terms, except to the extent necessary to comply with law, court order, or regulatory authority.

9. Limitation of Liability

To the maximum extent permitted by applicable law, our Services, Content, and Website are provided on an “as is” and “as available” basis. You use and rely on them at your sole risk. We do not give any assurances, guarantees, or warranties, either express or implied, in connection with our Services, Content, or Website.

Specifically, we do not warrant merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement. We make no warranties or representations about the accuracy, usefulness, reliability, quality, safety, or completeness of our Services or Content.

In no event shall xRetails be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or business, arising out of or in connection with these Terms or the use of our Services — even if we were advised of the possibility of such damages.

xRetails’ total cumulative liability arising out of or related to these Terms shall not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim, or S$50, whichever is lower. If you are dissatisfied with our Services or these Terms, your sole and exclusive remedy is to discontinue your access and use of them.

10. Indemnification

You agree to indemnify, defend, and hold harmless xRetails, its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or in connection with:

• Your use of the Services in violation of these Terms or applicable law.
• Your breach of any statutory requirement, duty, or law.
• Your violation of any rights of any other person or entity.
• Any content or data you submit through our Website or Services.

This clause shall survive the termination or expiry of these Terms for any reason.

11. Termination

• Either party may terminate the Agreement upon thirty (30) days’ written notice.
• xRetails may immediately suspend or terminate access to the Services if the Customer breaches any material term of these Terms or the applicable Order Form.
• We may, in our absolute discretion, suspend or terminate access to and/or use of your account or any part of our Website at any time and without notice or liability.
• Upon termination, the Customer shall return or destroy all xRetails confidential information and hardware, as specified in the termination provisions of the applicable Order Form.
• Clauses intended to survive termination (including but not limited to confidentiality, limitation of liability, indemnification, and governing law) shall remain in effect.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Singapore.

13. Changes to Terms

We reserve the right to modify these Terms at any time at our discretion. Changes will be effective upon posting to this page with an updated “Last updated” date. Your continued use of our Website or Services after any changes indicates your acceptance of the modified Terms. We encourage you to review these Terms periodically.

14. General Provisions

• No Waiver: Our failure to exercise or enforce any right under these Terms shall not constitute a waiver of such right.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We will not be liable for any delay or failure in performance resulting from matters beyond our control, including acts of God, governmental requirements, war, fire, equipment failure, network interruption, or epidemics.
• Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Entire Agreement: These Terms, together with any applicable Order Form or Pilot Agreement, constitute the entire agreement between you and xRetails concerning the Services.

15. Contact

For questions about these Terms, please contact us: