Terms and Conditions

These Terms and Conditions (the "Terms") govern access to and use of the Deskely software and services (the "Service"), including Deskely's web platform, offline-first mobile applications, APIs, and related features for commissioning and inspection management (including templates, tag management, master data management, checksheets/ITRs, PWL, CP, walkdowns, punches, certificates, sign-offs, audit trails, and attachments).

The Service is operated by Compass Energy Pte Ltd (the "Company", "Deskely", "we", "us", or "our"). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you are using Deskely on behalf of a company or other organization, you represent that you have authority to bind that organization, and "Customer" refers to that organization.

These Terms incorporate by reference:

• Privacy Policy: https://deskely.com/privacy-policy
• Content Rights Policy: https://deskely.com/content-rights
• Support/Contact: https://deskely.com/contact

1) Definitions

• "Account" means a Deskely account created for access to the Service.
• "Authorized Users" means Customer's employees, contractors, or agents authorized to use the Service under Customer's subscription and access controls.
• "Customer Data" means all content, data, records, and materials submitted to or generated in the Service by or for Customer, including attachments and metadata.
• "Documentation" means user guides and technical documentation we make available for the Service.
• "Order" means an order form, statement of work, or online checkout describing subscription plan, term, pricing, and scope.
• "Subscription Term" means the period during which Customer is licensed to use the Service under an Order.

2) Eligibility

You must be at least the age of majority in your jurisdiction and able to form a binding contract to use the Service. The Service is intended for professional/enterprise use.

3) Accounts, Roles, and Administration

3.1 Account registration. You must provide accurate information and keep it updated.

3.2 Credentials. You are responsible for maintaining the confidentiality of login credentials and for all activity under your Account.

3.3 Admins and permissions. Customer controls access, roles, and permissions. Authorized Users may be able to create, modify, issue, sign-off, close/reopen, or void records depending on assigned roles.

3.4 Invites. Customer admins may invite additional Authorized Users. If you accept an invite, your use may be governed by Customer policies and admin controls.

4) License Grant and Use Restrictions

4.1 License. Subject to these Terms and any applicable Order, Deskely grants Customer a limited, non-exclusive, non-transferable, revocable license during the Subscription Term to access and use the Service and Documentation for Customer's internal business purposes.

4.2 Restrictions. Customer and Authorized Users must not:

• reverse engineer, decompile, or attempt to derive source code (except where prohibited by law);
• circumvent security or access controls;
• use the Service to store or transmit malware or unlawful/improper/infringing content;
• interfere with the integrity or performance of the Service;
• access the Service to build a competing product; or
• resell, rent, or sublicense the Service except as expressly permitted in writing.

5) Customer Data, Content Rights, and Privacy

5.1 Customer Data ownership. As between Deskely and Customer, Customer retains all rights in Customer Data.

5.2 Content Rights. Customer grants Deskely the rights needed to host, process, transmit, display, and synchronize Customer Data to provide the Service (including offline caching on authorized devices), as described in the Content Rights Policy.

5.3 Privacy. Our Privacy Policy explains how we handle personal information and certain operational data.

5.4 DPA. If Customer and Deskely enter into a Data Protection Addendum ("DPA"), the DPA governs Deskely's processing of personal data as processor on Customer's behalf. If there is a conflict between the DPA and these Terms regarding personal data processing obligations, the DPA controls.

6) Offline-First Mobile Use and Synchronization

6.1 Local device storage. The mobile app may store Customer Data locally on devices to enable offline work. Customer is responsible for device security (e.g., passcodes, device encryption, MDM where applicable) and for ensuring only authorized personnel can access devices used for Deskely.

6.2 Sync behavior. When connectivity is available, the app may synchronize data with Deskely systems. Sync timing and conflict handling may depend on configuration, device conditions, and platform limitations.

6.3 Field attachments. Photos and files captured offline may remain queued on the device until successfully uploaded.

7) Acceptable Use and Compliance

Customer and Authorized Users must use the Service in compliance with applicable laws and Customer policies, including laws relating to privacy, confidentiality, export controls/sanctions (where applicable), and intellectual property.

8) Security and Support

8.1 Security measures. Deskely maintains reasonable administrative, technical, and organizational security measures designed to protect the Service and Customer Data.

8.2 Support. Support scope and service levels (if any) are defined in the applicable Order, support policy, or separate SLA. Support contact is available at https://deskely.com/contact.

9) Third-Party Services and Integrations

The Service may interoperate with third-party services (e.g., identity providers or integrations enabled by Customer). Deskely is not responsible for third-party services and does not control their terms or privacy practices. Customer is responsible for enabling integrations and ensuring it has the rights to share Customer Data with third parties.

10) Fees, Billing, and Taxes

10.1 Fees. Customer will pay fees specified in the Order. Fees are non-refundable except as expressly stated in the Order or required by law.

10.2 Billing. If billed by invoice, payment is due as stated in the invoice or Order. Deskely may suspend access for overdue undisputed amounts.

10.3 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable taxes, duties, and levies, excluding taxes on Deskely income.

11) Trials and Beta Features

Deskely may offer trials, pilots, or beta features. Unless otherwise stated, these are provided "AS IS" and may be changed or discontinued. Deskely may limit support for beta features.

12) Intellectual Property

Deskely and its licensors retain all rights, title, and interest in the Service, Documentation, and related technology, including all improvements and derivatives (excluding Customer Data). If Customer provides feedback, Deskely may use it without restriction or obligation.

13) Confidentiality

Each party may receive Confidential Information from the other. The receiving party will: (a) use it only to perform under these Terms, (b) protect it using reasonable care, and (c) limit access to personnel with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available without breach, independently developed, or rightfully received without restriction.

14) Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESKELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DESKELY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA LOSS WILL NEVER OCCUR.

15) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

15.1 Deskely will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or business interruption, even if advised of the possibility.

15.2 Deskely's total liability arising out of or relating to the Service or these Terms will not exceed the amounts paid (or payable) by Customer to Deskely for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

Some jurisdictions do not allow certain limitations; in that case, limitations apply to the maximum extent permitted.

16) Indemnification

16.1 By Customer. Customer will defend and indemnify Deskely from claims arising from: (a) Customer Data (including alleged infringement due to Customer Data), (b) Customer or Authorized Users' misuse of the Service, or (c) violation of law by Customer or Authorized Users.

16.2 By Deskely (IP infringement). Deskely will defend and indemnify Customer against third-party claims that the Service (excluding Customer Data and third-party services) infringes a third party's intellectual property rights, and will pay resulting finally awarded damages or settlements approved by Deskely. Deskely will have no obligation to the extent a claim arises from: (a) Customer Data, (b) modifications not made by Deskely, (c) use in combination with non-Deskely products where the claim would not exist otherwise, or (d) use not in accordance with these Terms/Documentation.

16.3 Process. The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow the indemnifying party control of the defense and settlement (subject to customary limitations).

17) Suspension and Termination

17.1 Suspension. Deskely may suspend access if: (a) required by law, (b) Customer is overdue on undisputed fees, or (c) Customer use poses a security risk or violates these Terms.

17.2 Termination by Customer. Customer may terminate as stated in the Order (including non-renewal).

17.3 Termination by Deskely. Deskely may terminate for Customer's material breach not cured within a reasonable period after notice (or immediately for severe breaches such as unlawful use or security threats).

17.4 Effect of termination. Access will end. Customer may request export of Customer Data if available under the plan/Order and if technically feasible. Deskely will handle retention/deletion consistent with the Order, DPA (if any), and applicable law. Some data may remain in backups for limited periods. Due to offline-first operation, Customer Data may remain cached on devices until removed through app controls, account removal, or device management.

18) Changes to the Service and Terms

Deskely may update the Service over time. Deskely may also update these Terms. If changes are material, Deskely will provide reasonable notice (e.g., via the Service or email). Continued use after the effective date of updated Terms constitutes acceptance.

19) Governing Law and Dispute Resolution

These Terms are governed by the laws of Singapore, without regard to conflict of laws principles. Courts located in that jurisdiction will have exclusive jurisdiction, unless an Order provides for arbitration or another dispute mechanism.

20) Notices and Contact Information

Support/contact: https://deskely.com/contact

Legal notices to Deskely may be delivered via the contact form above and/or by post to:

21) Miscellaneous

21.1 Entire agreement. These Terms, Orders, and referenced policies (Privacy Policy, Content Rights Policy, and any DPA/SLA) form the entire agreement regarding the Service.

21.2 Order of precedence. If there is a conflict: (1) Order/DPA/SLA (as applicable) for their subject matter, then (2) these Terms, then (3) referenced policies (unless stated otherwise).

21.3 Assignment. Customer may not assign without Deskely's consent; Deskely may assign in connection with a merger, acquisition, or sale of assets.

21.4 Severability. If a provision is unenforceable, the rest remains in effect.

21.5 No waiver. Failure to enforce is not a waiver.