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Terms and Conditions

Effective Date: July 22, 2025

These Terms and Conditions ("Terms") constitute a legally binding agreement between Triyant Pte Ltd (Company Registration No. 201835272H, with its registered office at Paya Lebar Square Singapore, "Triyant," "we," "us," or "our") and you, the client, customer, or user ("Client," "you," or "your"). These Terms govern your access to and use of our website, any preliminary discussions, proposals, and, importantly, the provision of any software development, consulting, or related services (collectively, the "Services") provided by Triyant.

By accessing our website, engaging in discussions about our Services, accepting a proposal, or signing a Statement of Work (SOW) or any other agreement for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

 

1. Definitions

The following definitions apply to these Terms:

  • "Client" / "You": Refers to the individual, company, or legal entity engaging Triyant for Services.

  • "Company" / "Triyant" / "We" / "Us": Refers to Triyant Pte Ltd.

  • "Confidential Information": Shall have the meaning set forth in Section 8.

  • "Deliverables": Refers to any software, code, designs, documentation, content, or other materials created by Triyant and provided to the Client as part of the Services under a SOW.

  • "Intellectual Property Rights" (IPR): Refers to all patents, copyrights, trademarks, service marks, trade secrets, moral rights, and other intellectual property rights, whether registered or unregistered, and all applications for the same.

  • "Pre-existing IP": Refers to any intellectual property owned or licensed by Triyant (or its licensors) that existed prior to, or was developed independently of, the provision of Services to the Client, and which may be incorporated into the Deliverables.

  • "Services": Refers collectively to all software development, web development, mobile app development, UI/UX design, IT consulting, maintenance, support, and any other related services provided by Triyant to the Client.

  • "Statement of Work" (SOW): A separate written document, signed by both parties, detailing the specific scope of work, Deliverables, timelines, payment schedule, and any project-specific terms for a particular Service engagement. In case of conflict, the SOW shall take precedence over these Terms regarding the specific project described in that SOW.

 

2. Scope of Services

2.1. Service Agreements: All Services provided by Triyant will be detailed in a separate Statement of Work (SOW) or a formal service agreement, which upon execution by both parties, will become an integral part of these Terms. Each SOW will specify: * The exact Services to be rendered. * Specific Deliverables. * Project timelines and milestones. * Payment terms and pricing. * Roles and responsibilities of both parties. * Any project-specific conditions or deviations from these Terms.

2.2. No Guarantee of Results: While Triyant will use commercially reasonable efforts to provide the Services in a professional manner, we do not guarantee any specific business outcomes, increased sales, or improved performance as a result of the Services.

 

3. Client Responsibilities

3.1. Cooperation: The Client agrees to actively cooperate with Triyant, including but not limited to: * Providing timely and accurate information, data, content, and feedback as reasonably requested by Triyant. * Assigning a dedicated point of contact with appropriate authority to make decisions and provide approvals. * Making personnel, equipment, and resources available as necessary for Triyant to perform the Services. * Obtaining all necessary licenses, permissions, and consents for any third-party materials or components provided to Triyant for incorporation into the Deliverables.

3.2. Delays Due to Client: Any delays in Triyant's performance of Services or delivery of Deliverables caused by the Client's failure to provide timely information, access, or approvals may result in adjustments to project timelines and, potentially, additional charges.

3.3. Accuracy of Information: The Client is solely responsible for the accuracy, completeness, and legality of all data, information, and content provided to Triyant.

 

4. Fees and Payment

4.1. Pricing: Fees for Services will be as set out in the applicable SOW or proposal. Unless otherwise stated, all prices are in Singapore Dollars (SGD) and are exclusive of Goods and Services Tax (GST) or any other applicable taxes, which shall be borne by the Client.

4.2. Payment Terms: Payment terms (e.g., upfront deposit, milestone payments, recurring fees) will be specified in the SOW. Invoices are due and payable as per the time specified in the invoices, unless otherwise agreed in writing.

4.3. Late Payments: Triyant reserves the right to charge interest on overdue amounts subject to maximum rate permitted by law, calculated from the due date until the date of full payment. Triyant may also suspend or terminate Services, or withhold Deliverables, until all outstanding payments are received.

4.4. Expenses: Unless otherwise agreed in the SOW, the Client shall reimburse Triyant for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services (e.g., travel, third-party software licenses directly related to the project).

 

4A. Refund and Cancellation Policy

4A.1. Cooling-Off Period for Cancellation: The Client shall have the option to cancel the Service engagement within seven (7) calendar days from the "Order Confirmation Date" (the date on which the SOW or service agreement is mutually executed by both parties, or a deposit invoice is paid, whichever is earlier). This 7-day period is considered the "Cooling-Off Period."

4A.2. Refund During Cooling-Off Period: If the Client exercises their right to cancel within the Cooling-Off Period, Triyant will process a refund of the fees already paid by the Client, less any costs incurred or work already initiated or completed by Triyant. Such costs may include, but are not limited to, expenses related to:
* Initial design conceptualization and iterations (e.g., UI/UX design, wireframing, mood boards).
* Prototyping (e.g., interactive mock-ups, functional prototypes).
* Document creation (e.g., detailed requirements specifications, technical architecture documents, project plans).
* Programming, coding, and development work already commenced.
* Any third-party licenses, subscriptions, or resources procured specifically for the Client's project.
* Administrative costs associated with project initiation.
Triyant will provide a detailed breakdown of such deductions.

4A.3. No Refund After Cooling-Off Period: No refunds will be entertained for any cancellation requests made after the initial Cooling-Off Period of seven (7) calendar days from the Order Confirmation Date. After this period, any fees paid are non-refundable, and any outstanding payments for committed milestones or work as per the SOW remain due, subject only to the specific termination clauses outlined in Section 11 or the respective SOW.

4A.4. Refund Process: Approved refunds will be processed and issued via the original payment method or another method mutually agreed upon.

 

5. Intellectual Property Rights

5.1. Client IP: The Client retains all Intellectual Property Rights in any materials, data, content, or Pre-existing IP provided to Triyant for use in the Services. The Client grants Triyant a non-exclusive, royalty-free, worldwide license to use such Client IP solely for the purpose of performing the Services.

5.2. Triyant Pre-existing IP: Triyant retains all Intellectual Property Rights in its Pre-existing IP, including but not limited to proprietary methodologies, tools, frameworks, libraries, modules, or code developed prior to or independently of the Services. To the extent Triyant Pre-existing IP is incorporated into the Deliverables, Triyant grants the Client a non-exclusive, non-transferable, royalty-free license to use such Pre-existing IP solely as embedded within the Deliverables for the Client's internal business purposes.

5.3. Deliverables IP: Upon full and final payment of all fees due for the Services, Triyant shall assign to the Client all Intellectual Property Rights in the custom-developed Deliverables, excluding any Triyant Pre-existing IP incorporated therein, unless otherwise expressly agreed in the SOW. Triyant shall execute any reasonable documents required to effectuate such assignment.

5.4. No Reverse Engineering: The Client agrees not to reverse engineer, decompile, or disassemble any Triyant Pre-existing IP.

5.5. Third-Party IP: If the Deliverables incorporate any third-party open-source or commercial components, Triyant will endeavor to inform the Client. The Client's use of such components will be governed by their respective licenses.

 

6. Acceptance of Deliverables

6.1. Acceptance Criteria: The SOW will define the specific acceptance criteria for each Deliverable or milestone.

6.2. Acceptance Period: Upon submission of a Deliverable, the Client shall have a period of seven (7) business days ("Acceptance Period") to review and test the Deliverable against the acceptance criteria.

6.3. Acceptance or Rejection: * If the Deliverable meets the acceptance criteria, the Client shall provide written acceptance. * If the Deliverable does not meet the acceptance criteria, the Client shall provide Triyant with a detailed written list of specific non-conformities within the Acceptance Period. * Triyant will address the reported non-conformities and resubmit the Deliverable within a mutually agreed timeframe for re-evaluation. * If the Client fails to provide written acceptance or rejection within the Acceptance Period, the Deliverable shall be deemed accepted.

 

7. Warranties and Disclaimers

7.1. Triyant Warranties: Triyant warrants that: * The Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards. * The custom-developed Deliverables will substantially conform to the specifications outlined in the SOW for a period of thirty (30) days after formal acceptance ("Warranty Period"), provided the Deliverables have not been modified by any party other than Triyant. During this Warranty Period, Triyant will, at its expense, use commercially reasonable efforts to correct any material non-conformities reported by the Client. This is the Client's sole remedy for breach of this warranty.

7.2. Client Warranties: The Client warrants that: * It has the necessary authority to enter into these Terms and any related SOW. * All materials, data, and information provided to Triyant will not infringe upon the Intellectual Property Rights of any third party and are not unlawful or otherwise harmful. * It will comply with all applicable laws and regulations in its use of the Services and Deliverables.

7.3. Disclaimers: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, TRIYANT PTE LTD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TRIYANT DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET THE CLIENT'S SPECIFIC REQUIREMENTS BEYOND THOSE EXPRESSLY STATED IN THE SOW.

 

8. Confidentiality

8.1. Definition: "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, visually, in writing, or by any other means, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, business plans, financial information, customer lists, technical data, software code, product roadmaps, and trade secrets.

8.2. Obligations: The Receiving Party agrees: * To use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms. * To exercise the same degree of care to protect the Disclosing Party's Confidential Information as it uses to protect its own similar information, but in no event less than reasonable care. * Not to disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less stringent than those in these Terms.

8.3. Exclusions: Confidential Information does not include information that: * Is or becomes publicly available through no fault of the Receiving Party. * Was rightfully known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any confidentiality obligation. * Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure. * Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information. * Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party (if legally permitted) to enable the Disclosing Party to seek a protective order.

8.4. Survival: The obligations of confidentiality shall survive the termination of these Terms for a period of one (1) year or indefinitely for trade secrets.

 

9. Limitation of Liability

9.1. Exclusion of Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRIYANT PTE LTD, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY SOW, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF TRIYANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Cap on Liability: EXCEPT FOR TRIYANT'S OBLIGATIONS UNDER SECTION 10 (INDEMNIFICATION) OR IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TRIYANT PTE LTD'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO TRIYANT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

10. Indemnification

10.1. By Triyant: Triyant shall indemnify, defend, and hold harmless the Client from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or related to an allegation that the custom-developed Deliverables (excluding any Triyant Pre-existing IP or third-party components) infringe a valid Singaporean patent, copyright, or trademark of a third party, provided the Client: * Promptly notifies Triyant in writing of the claim. * Grants Triyant sole control of the defense and settlement of the claim. * Provides Triyant with all reasonable assistance, at Triyant's expense. This indemnification obligation does not apply to claims arising from: (a) Client's data, materials, or instructions; (b) Client's modification of the Deliverables; (c) use of the Deliverables in combination with non-Triyant products or services; or (d) Client's continued use after being notified of potential infringement.

10.2. By Client: The Client shall indemnify, defend, and hold harmless Triyant Pte Ltd, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all third-party claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: * Your breach of these Terms or any SOW. * Your gross negligence or willful misconduct. * Any claim that Client's data, content, or materials provided to Triyant infringe the Intellectual Property Rights or other rights of any third party. * Your use of the Services or Deliverables in a manner not authorized by these Terms or the SOW. * Your violation of any applicable laws or regulations.

 

11. Termination

11.1. Termination by Triyant Pte Ltd: We may terminate or suspend your access to all or part of the Services immediately, without prior notice or liability, for any reason whatsoever, including but not limited to:
* 11.1.1. Material Breach: If you commit a material breach of any of these Terms or a SOW and fail to cure such breach within ten (10) days of receiving written notice from Triyant.
* 11.1.2. Non-Payment: If you fail to make any payment due under any separate service agreement (e.g., Statement of Work) or invoice within the stipulated payment terms.
* 11.1.3. Security Risks: If your continued use of the Services poses a security risk to our systems, data, or other users.
* 11.1.4. Unlawful or Harmful Conduct: If we determine, in our sole discretion, that your conduct is unlawful, harmful, fraudulent, abusive, or is otherwise detrimental to Triyant Pte Ltd, its reputation, or other users.
* 11.1.5. Insolvency/Bankruptcy: If the Client becomes insolvent, files for bankruptcy, or goes into liquidation.
* 11.1.6. Cessation of Services: If Triyant Pte Ltd decides to cease offering the Services or any portion thereof, in which case reasonable notice (where practicable) will be provided.

11.2. Termination by Client: * You may terminate these Terms by discontinuing your use of our general website and any preliminary engagement. * For specific project Services, your right to terminate an SOW will be governed by the termination clauses explicitly stated within that separate SOW document. Unless otherwise specified in such an agreement, termination of your general use of the website or basic services does not automatically terminate ongoing project agreements which will have their own specific termination conditions.

11.3. Effects of Termination: Upon termination of these Terms or your access to the Services for any reason: * 11.3.1. Cessation of Access: Your right to use the Services will immediately cease. * 11.3.2. Outstanding Payments: Any outstanding fees or charges accrued by you prior to the effective date of termination under any related SOW or invoice shall become immediately due and payable. * 11.3.3. Data Retention: Triyant Pte Ltd may retain your data for a reasonable period following termination as required or permitted by law, for internal audit purposes, or as outlined in our Privacy Policy. * 11.3.4. IP Assignment: Any assignment of Intellectual Property Rights in Deliverables (as per Section 5.3) is conditional upon full and final payment of all outstanding fees. * 11.3.5. Survival: All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, Sections related to Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Miscellaneous provisions.

 

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials (a "Force Majeure Event"). If a Force Majeure Event occurs, the affected party shall promptly notify the other party and use reasonable efforts to resume performance as soon as practicable.

 

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms or related to the Services will be brought exclusively in the courts of Singapore, and both parties hereby consent to the personal jurisdiction and venue therein.

 

14. Dispute Resolution

14.1. Good Faith Negotiation: In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties shall first attempt to resolve the matter amicably through good faith negotiations between senior representatives within thirty (30) days of written notice of the dispute.

14.2. Mediation (Optional): If the dispute cannot be resolved through negotiation, the parties agree to consider non-binding mediation facilitated by a neutral third party in Singapore before resorting to litigation.

14.3. Litigation: If the dispute remains unresolved after good faith negotiation and potential mediation, either party may pursue litigation in the courts of Singapore as specified in Section 13.

 

15. Data Protection and Privacy

Triyant is committed to protecting your privacy. Our collection, use, and disclosure of personal data are governed by our Privacy Policy, available on our website at https://triyant.com/privacy-policy. By using our Services, you consent to such collection, use, and disclosure in accordance with our Privacy Policy. Where Triyant processes personal data on behalf of the Client, a separate Data Processing Agreement (DPA) may be required.

 

16. Changes to Terms

We reserve the right to revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them on our website and apply to all access to and use of the Services thereafter. For ongoing SOWs, any changes to these general Terms will apply from their effective date, but specific terms agreed in a signed SOW will take precedence. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you.

 

17. Miscellaneous

17.1. Entire Agreement: These Terms, together with any executed SOWs, proposals, and our Privacy Policy, constitute the entire agreement between you and Triyant Pte Ltd regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

17.2. Relationship of Parties: Nothing in these Terms or any SOW shall be construed as creating a partnership, joint venture, employment, or agency relationship between Triyant and the Client. Triyant is an independent contractor.

17.3. Assignment: You may not assign or transfer your rights or obligations under these Terms or any SOW without Triyant's prior written consent. Triyant may assign its rights and obligations under these Terms without your consent.

17.4. Waiver and Severability: No waiver by Triyant Pte Ltd of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Triyant Pte Ltd to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

17.5. Headings: The headings in these Terms are for convenience only and shall not affect their interpretation.

 

18. Contact Information

If you have any questions about these Terms, please contact us at: info@triyant.sg