Restock Order Management Services Agreement

1.1. By subscribing to Synagie’s On-Demand Restock Order Management Services (the “Service”) via the Synagie Marketplace platform, the Client appoints Synagie to act as a service provider for facilitating restock order creation and management within the Synagie system, subject to the terms of this Agreement.

1.2. The Service is delivered based on the selected subscription plan and shall be rendered monthly.

2.1. Synagie’s scope of responsibilities is limited to:

1. Inventory Status Guidance: Reviewing stock availability, movement reports, and advising on replenishment needs.

2. Reorder Point Advisory: Advising on reorder points and safety stock thresholds based on historical sales or usage data.

3. Quick Workflow Review: Conducting high-level audits of the restocking process to identify operational inefficiencies.

2.2. Excluded Services:: Synagie shall not:

1. Perform physical stocktaking, negotiate with suppliers, or place orders with vendors;
2. Undertake system customizations or third-party integrations unless separately contracted in writing;
3. Assume any operational responsibility for the actual physical replenishment or goods movement outside the Synagie platform.

3.1. Synagie will coordinate and engage with the Client up to four (4) times per month fine-tune to inventory re-order points, quantities and re-stock cycle.

3.2. Service execution is contingent upon timely submission of required data and documentation by the Client. Synagie shall not be liable for any delays, rejections, penalties, or business disruption arising from incomplete or delayed inputs from the Client.

4.1. The Service Fee covers Synagie’s internal administrative and operational support costs related to restock order management.

4.2. Fees must be paid in full prior to the commencement of the Service unless otherwise agreed in writing.

4.3. Unpaid or overdue fees may result in suspension or cancellation of the Service without further obligation on Synagie’s part.

5.1. To the maximum extent permitted by law:

1. Synagie shall not be liable for indirect, incidental, consequential, or punitive damages including but not limited to lost profits, opportunity costs, or reputational harm;
2. Synagie assumes no liability for incorrect replenishment decisions, errors arising from incomplete Client data, or failures attributable to third-party warehousing or shipping providers.

The Client shall:

1. Provide timely, accurate, and complete stock data, replenishment schedules, and relevant operational inputs;
2. Notify Synagie of any system upgrades, supplier changes, or policy amendments that may impact replenishment;
3. Respond promptly to queries, requests for clarification, or confirmation of delivery plans.

Failure to do so may delay or prevent service delivery, and Synagie shall bear no responsibility or liability in such cases.

7.1. Synagie may terminate or suspend the Service with immediate effect if:

1. The Client breaches this Agreement;
2. Payment is overdue;
3. Fraudulent, inaccurate, or misleading information is provided by the Client.

7.2. No refunds shall be issued for any partial or unused Service periods.

8. Indemnity The Client agrees to fully indemnify, defend, and hold harmless Synagie, its affiliates, directors, officers, employees, and agents from and against any and all claims, demands, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:

1. Any breach by the Client of these Terms,
2. Inaccurate, incomplete, fraudulent, or misleading information provided by the Client,
3. Any non-compliance by the Client or its products with applicable laws,
4. Any third-party claims arising from the Client’s data and records submissions.

9.1. Amendments: We may, from time to time and at any time, update or revise these Terms. We will use commercially reasonable methods to notify you of such revisions, such as by posting a revised version on our Platform. Such update or revision is effective upon publication on our Platform. You are responsible for ensuring that you have read the most current version of these Terms. Your continued access and/or use of our Platform will be deemed to constitute your conclusive acceptance of the updated or revised Terms. 

9.2. Governing Law and Dispute Resolution These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes, differences or questions arising out of these Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these Terms or of any matter whatsoever arising under these Terms, which have not been settled amicably within thirty (30) days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("Rules") as presently in force and the award made in pursuance thereof shall be binding on the Parties. The seat of arbitration shall be Singapore. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the SIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto. 

9.3. Entire Agreement: These Terms, together with any referenced documents, represent the full understanding between Synagie and the Client.