Updated August 2026
Delvify Material Management Platform Terms of Service
DELVIFY MATERIAL MANAGEMENT PLATFORM
TERMS OF SERVICE
Effective Date: 22 August 2026
These Terms of Service (“Terms” or “Agreement”) are entered into between Delvify Labs Pte Ltd (“Delvify”, “we”, “us” or “our”), a company incorporated in Singapore, and the customer, individual or entity entering into an Ordering Document with Delvify (“Customer”, “you” or “your”).
These Terms govern Customer’s access to and use of the Delvify Material Management Platform (“DMMP” or the “Platform”) and any related services provided by Delvify under an applicable Ordering Document (collectively, the “Services“).
These Terms do not govern the public Delvify marketing website, which is subject to Delvify’s separate Website Terms of Use and Privacy Policy.
By accepting these Terms, including by checking an acceptance box, signing an Ordering Document that incorporates these Terms, or accessing or using the Platform after being notified that these Terms apply, you agree to be legally bound by this Agreement.
If you are accepting these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity to this Agreement.
If you do not have such authority, or if you do not agree to these Terms, you must not access or use the Platform.
1. THE DELVIFY MATERIAL MANAGEMENT PLATFORM
1.1 Provision of the Platform
DMMP is a cloud-based software platform that enables Customer to access and use Delvify’s materials-management and related functionality.
The Platform may include modifications, enhancements, updates, corrections and new features made available by Delvify from time to time.
The Platform is provided on a subscription basis for the subscription term specified in the applicable Ordering Document (“Subscription Term“).
Documentation describing the Platform and its functionality may be made available by Delvify electronically or through the Platform (“Documentation“).
Unless expressly stated in an Ordering Document, this Agreement does not grant Customer rights to any other Delvify products or services.
1.2 Evaluation Access
If Delvify provides Customer with short-term, trial or evaluation access to the Platform (“Evaluation Access“), Customer may use the Platform solely to evaluate whether to purchase a subscription.
Evaluation Access may not be used for competitive analysis, benchmarking for publication, commercial exploitation or any other purpose not expressly authorised by Delvify.
Unless otherwise agreed in writing, Evaluation Access is limited to thirty (30) days from activation (“Evaluation Period“).
Delvify may terminate Evaluation Access at any time.
Evaluation Access is provided on an “AS IS” and “AS AVAILABLE” basis without warranties or support commitments except where expressly agreed in writing.
At the end of the Evaluation Period, Customer’s access to the Platform will expire and the treatment of Customer Data will be governed by Section 8.
1.3 Access Grant
Subject to Customer’s payment of applicable fees and compliance with this Agreement, Delvify grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Subscription Term to access and use the Platform solely for Customer’s internal business purposes.
Customer’s use of the Platform is subject to:
this Agreement;
the applicable Ordering Document;
the Documentation;
the number and type of subscriptions purchased; and
any reasonable technical or usage restrictions communicated by Delvify.
1.4 Authorized Users
“Authorized Users” means individuals authorised by Customer to access and use the Platform under Customer’s subscription.
Authorized Users may include Customer’s employees, contractors and, where expressly permitted, personnel of Customer’s Affiliates.
Each Authorized User must use individual credentials.
Credentials may not be shared between individuals.
Customer is responsible for:
maintaining the confidentiality of credentials;
ensuring that Authorized Users comply with this Agreement;
promptly disabling access for individuals who are no longer authorised; and
all activity undertaken through Customer’s Authorized User accounts, except to the extent caused by Delvify’s breach of its security obligations.
Customer must promptly notify Delvify of any known or reasonably suspected unauthorised access.
1.5 Affiliates and Contractors
Customer may permit its Affiliates and contractors to access the Platform where such access is permitted by the applicable Ordering Document.
Customer remains responsible for their compliance with this Agreement.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with Customer.
“Contractor” means an independent third party performing services for Customer.
1.6 Third-Party Services
The Platform may interoperate with third-party applications, services or software.
Customer’s use of such third-party services may be subject to separate terms between Customer and the relevant third party.
Delvify is not responsible for third-party services that it does not control.
1.7 Open Source Software
The Platform may contain Open Source Software.
“Open Source Software” means software distributed under an open-source licence.
Where applicable, Open Source Software will remain subject to the terms of its applicable licence.
Nothing in these Terms limits rights granted under an applicable Open Source Software licence.
2. CUSTOMER DATA AND CUSTOMER RESPONSIBILITIES
2.1 Customer Data
“Customer Data” means information, files, records, documents, materials, data and other content submitted to, uploaded to, transmitted through or otherwise made available to Delvify by or on behalf of Customer in connection with the Platform.
Customer retains all right, title and interest in Customer Data.
2.2 Customer Responsibility for Customer Data
Customer is responsible for:
the accuracy, quality and legality of Customer Data;
obtaining all rights, permissions and lawful bases necessary for Delvify to process Customer Data as contemplated by this Agreement;
ensuring that its collection and use of personal data complies with applicable data-protection laws;
providing all required privacy notices to individuals whose personal data is included in Customer Data; and
ensuring that its instructions to Delvify concerning personal data are lawful.
Customer represents and warrants that it has all rights necessary for Delvify to process Customer Data in accordance with this Agreement.
2.3 Delvify’s Use of Customer Data
Delvify may access, process, store, transmit, display and otherwise use Customer Data solely:
to provide, maintain, secure and support the Platform;
to prevent fraud, abuse and security incidents;
to comply with applicable law;
as instructed by Customer;
as otherwise expressly permitted by this Agreement; and
to generate aggregated or de-identified information that does not identify Customer or an individual.
Delvify will not sell Customer Data.
2.4 Personal Data
To the extent Customer Data contains personal data and Delvify processes that personal data on behalf of Customer, Customer is the controller and Delvify is the processor, except where applicable law or the parties’ documented processing arrangements establish otherwise.
The parties’ processing of personal data will be governed by the Data Processing Agreement (“DPA”) incorporated into these Terms.
The DPA forms part of this Agreement.
2.5 AI and Machine Learning
Delvify may use aggregated, statistical and appropriately de-identified information derived from use of the Platform to improve, analyse, develop and operate its products and services.
Delvify will not use Customer Data containing identifiable personal data, confidential Customer information, or identifiable Customer-specific business information to train a general-purpose artificial intelligence or machine-learning model unless Customer has expressly authorised such use in writing.
Where Customer expressly authorises such use, the parties will document the scope and conditions of that authorisation.
Nothing in this section permits Delvify to use Customer Data in a manner inconsistent with the DPA.
2.6 Customer Data Security
Customer is responsible for implementing appropriate access controls within its organisation and for ensuring that Authorized Users use the Platform securely.
Delvify will maintain appropriate technical and organisational measures designed to protect Customer Data as described in the DPA and applicable security documentation.
3. INTELLECTUAL PROPERTY
3.1 Delvify Technology
Delvify and its licensors retain all right, title and interest in and to:
the Platform;
Documentation;
software;
source code;
object code;
interfaces;
databases;
data models;
structures;
algorithms;
methodologies;
processes;
reports and templates;
designs;
trademarks;
know-how;
documentation; and
all modifications, improvements and derivative works of the foregoing
(collectively, “Delvify Technology“).
Except for the limited access rights expressly granted under this Agreement, no rights in Delvify Technology are transferred to Customer.
3.2 Customer Data
As between the parties, Customer owns Customer Data.
Nothing in this Agreement transfers ownership of Customer Data to Delvify.
3.3 Feedback
Customer may provide suggestions, recommendations, enhancement requests or other feedback concerning the Platform (“Feedback“).
Customer grants Delvify a perpetual, irrevocable, worldwide, royalty-free right to use Feedback to improve and develop Delvify products and services, provided that Delvify does not identify Customer as the source of Feedback without Customer’s consent.
4. ACCEPTABLE USE AND RESTRICTIONS
Customer must not, and must not permit any third party to:
reverse engineer, decompile or disassemble the Platform except where expressly permitted by applicable law;
attempt to discover source code or underlying algorithms except where expressly permitted by applicable law;
copy or reproduce the Platform except as expressly permitted;
sell, resell, rent, lease, sublicense or otherwise commercially exploit the Platform except as expressly authorised;
remove proprietary notices;
modify or create derivative works of the Platform;
publish performance benchmarks without Delvify’s prior written consent;
circumvent security or access controls;
use unauthorised credentials;
provide access to more Authorized Users than purchased;
share individual user credentials;
use the Platform to develop a product that is substantially competitive with the Platform;
use automated processes, including API calls, scripts or refreshes, in a manner that materially interferes with the Platform or its availability to other customers;
upload malicious code;
use the Platform for unlawful purposes;
infringe third-party rights;
attempt to gain unauthorised access to another customer’s account or data; or
use the Platform in a manner that materially threatens the security, integrity or availability of the Platform.
Nothing in this section prohibits activities expressly permitted by applicable law.
5. FEES, PAYMENT AND TAXES
5.1 Fees
Customer will pay the fees specified in the applicable Ordering Document.
Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date.
5.2 Late Payment
Overdue undisputed amounts may accrue interest at the lower of:
ten percent (10%) per month, prorated for partial periods; or
the maximum amount permitted by applicable law.
Delvify may recover reasonable costs of collection, including reasonable legal fees where permitted by law.
5.3 Suspension for Non-Payment
If an undisputed invoice remains unpaid for fifteen (15) days after written notice of non-payment, Delvify may suspend Customer’s access to the affected Services until payment is received.
Delvify will not suspend access where the amount is genuinely disputed and Customer is cooperating in good faith to resolve the dispute.
5.4 Taxes
Fees do not include applicable sales, use, VAT, GST or similar taxes.
Customer is responsible for applicable taxes other than taxes imposed on Delvify’s net income.
6. TERM AND TERMINATION
6.1 Term
This Agreement begins on the Effective Date specified in the applicable Ordering Document.
Each Subscription will continue for the Subscription Term specified in the applicable Ordering Document.
If an Ordering Document does not specify a termination or renewal period, the subscription will continue until terminated by either party on six (6) months’ written notice.
6.2 Termination for Cause
Either party may terminate this Agreement or an affected Subscription if the other party:
materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice;
ceases substantially all business operations without a successor; or
becomes subject to insolvency, bankruptcy, receivership or similar proceedings that are not dismissed within sixty (60) days.
Delvify may terminate or suspend access immediately where necessary to address a serious security threat, unlawful activity or material misuse of the Platform.
6.3 Effect of Termination
Upon termination or expiration:
Customer’s right to access and use the Platform ends;
Customer must cease use of the Platform;
each party must return or destroy the other party’s Confidential Information, subject to legal retention requirements; and
Customer Data will be handled in accordance with Section 8 and the DPA.
6.4 Customer Data Export
Following termination or expiration, Customer may request an export of Customer Data during the applicable data-retrieval period specified in the DPA.
Unless otherwise agreed, Customer should request export within thirty (30) days following termination.
After the applicable retrieval period, Delvify may delete Customer Data in accordance with the DPA.
7. WARRANTIES AND DISCLAIMERS
7.1 Limited Warranty
Delvify warrants that, during the applicable Subscription Term, the Platform will perform in substantial conformity with the applicable Documentation.
If Delvify materially breaches this warranty, Delvify’s obligation will be, at its option:
to use commercially reasonable efforts to correct the non-conformity; or
where correction is not commercially reasonable, permit Customer to terminate the affected Subscription and refund prepaid fees allocable to the unused portion of the Subscription Term.
7.2 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 7.1, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
DELVIFY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT LAWFULLY BE EXCLUDED.
DELVIFY DOES NOT WARRANT THAT:
THE PLATFORM WILL BE UNINTERRUPTED;
THE PLATFORM WILL BE ERROR-FREE;
ALL DEFECTS WILL BE CORRECTED;
THE PLATFORM WILL MEET EVERY CUSTOMER REQUIREMENT; OR
USE OF THE PLATFORM WILL RESULT IN INCREASED SALES, PROFITS, REVENUE OR OTHER COMMERCIAL RESULTS.
Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.
8. DATA PROTECTION AND PRIVACY
8.1 Data Processing Agreement
Where Delvify processes personal data on behalf of Customer, the Data Processing Agreement attached to or incorporated into these Terms applies.
The DPA forms part of this Agreement.
The DPA specifies:
the subject matter and duration of processing;
the nature and purpose of processing;
categories of personal data;
categories of data subjects;
processing instructions;
confidentiality;
security;
subprocessors;
data-subject rights;
breach assistance;
DPIA assistance;
audits;
international transfers; and
deletion or return of personal data.
These provisions are intended to satisfy applicable processor-contract requirements, including Article 28 of the UK GDPR where applicable.
8.2 Privacy Policy
Use of the Platform may also involve Delvify’s own processing of personal data for purposes for which Delvify acts as a controller.
Such processing is described in Delvify’s Privacy Policy.
The Privacy Policy does not replace the DPA where Delvify acts as Customer’s processor.
8.3 International Transfers
Where Customer Data containing personal data is transferred outside the United Kingdom or European Economic Area, the parties will implement an applicable lawful transfer mechanism.
For UK restricted transfers, this may include the UK International Data Transfer Agreement or the UK Addendum to the EU Standard Contractual Clauses, as appropriate.
For transfers subject to the EU GDPR, the parties may use the EU Standard Contractual Clauses where an appropriate safeguard is required.
The parties will cooperate in completing any required transfer risk assessment or equivalent assessment.
9. CONFIDENTIAL INFORMATION
9.1 Definition
“Confidential Information” means information disclosed by one party to the other that:
is identified as confidential; or
should reasonably be understood to be confidential given its nature and the circumstances of disclosure.
Customer Data is Customer’s Confidential Information.
The Platform, Documentation, pricing and non-public technical information are Delvify’s Confidential Information.
9.2 Obligations
The receiving party will:
protect Confidential Information using at least reasonable care;
use Confidential Information only to perform or exercise rights under this Agreement; and
disclose Confidential Information only to personnel, Affiliates, professional advisers and contractors who have a legitimate need to know and are subject to appropriate confidentiality obligations.
9.3 Exceptions
Confidential Information does not include information that the receiving party can demonstrate:
was already lawfully known;
becomes public through no breach;
is lawfully received from a third party;
is independently developed without use of the Confidential Information; or
must be disclosed by law or court order.
Where legally permitted, the receiving party will provide advance notice of compulsory disclosure.
10. SECURITY AND DATA INCIDENTS
Delvify will maintain reasonable technical and organisational measures appropriate to the risks associated with the Services.
Where Delvify becomes aware of a personal-data breach affecting Customer Data, Delvify will notify Customer without undue delay in accordance with the DPA.
Delvify will reasonably cooperate with Customer in investigating and responding to security incidents affecting Customer Data.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11.2 General Liability Cap
EXCEPT FOR THE EXCLUSIONS IN SECTION 11.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:
THE FEES PAID OR PAYABLE BY CUSTOMER TO DELVIFY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
USD 500,000.
11.3 Exclusions from Liability Cap
Nothing in this Agreement limits or excludes liability to the extent that such liability cannot legally be limited or excluded.
The parties may agree in an Ordering Document or DPA to a separate liability cap for specific data-protection, confidentiality or indemnification obligations.
12. MUTUAL INDEMNIFICATION
12.1 Delvify Indemnification
Delvify will defend Customer against a third-party claim alleging that the Platform, when used as authorised under this Agreement, infringes a third party’s intellectual-property rights.
Delvify will indemnify Customer for damages and reasonable legal costs finally awarded or agreed in settlement by Delvify.
Delvify’s obligations do not apply to claims arising from:
Customer Data;
unauthorised use of the Platform;
modifications not made by Delvify;
combinations with products or services not supplied or authorised by Delvify;
continued use after Delvify has provided a non-infringing alternative; or
use contrary to the Documentation.
If a claim is made or appears likely, Delvify may:
procure the right for Customer to continue using the Platform;
modify or replace the affected functionality with substantially equivalent functionality; or
terminate the affected Services and refund prepaid fees for the unused period.
12.2 Customer Indemnification
Customer will defend Delvify against third-party claims arising from:
Customer Data;
Customer’s unlawful use of the Platform;
Customer’s breach of its data-protection obligations; or
Customer’s infringement of third-party rights through Customer Data or its use of the Platform.
Customer will indemnify Delvify for damages and reasonable legal costs finally awarded or agreed in settlement by Customer.
12.3 Indemnification Procedure
The indemnified party must:
promptly notify the indemnifying party;
provide reasonable cooperation; and
allow the indemnifying party to control the defence and settlement.
No settlement may impose liability or obligations on the indemnified party without its prior written consent, not to be unreasonably withheld or delayed.
13. CUSTOMER REFERENCE
Unless Customer has notified Delvify in writing that it does not consent, Customer agrees that Delvify may identify Customer by name and logo as a Delvify customer in customer lists and general marketing materials.
Delvify will not imply Customer’s endorsement of Delvify without Customer’s consent.
Customer may withdraw this permission by written notice.
14. GENERAL TERMS
14.1 Assignment
Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement without consent to:
an Affiliate;
a successor in connection with a merger or corporate reorganisation; or
a purchaser of substantially all of its relevant assets.
If a party is acquired by a direct competitor of the other party, the other party may terminate this Agreement on written notice.
Where Customer terminates under this provision, Delvify will refund prepaid fees allocable to the unused portion of the Subscription Term.
14.2 Independent Contractors
The parties are independent contractors.
Nothing in this Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship.
14.3 Force Majeure
Neither party will be liable for delay or failure to perform obligations, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, telecommunications failures, power failures or governmental actions.
The affected party will use reasonable efforts to mitigate the effects of the event.
14.4 Anti-Corruption
Each party represents that it will comply with applicable anti-bribery and anti-corruption laws.
Neither party will offer or accept an improper payment, bribe or kickback in connection with this Agreement.
14.5 Notices
Notices to Delvify must be sent to the legal notice address specified in the applicable Ordering Document or to the following email address:
Notices to Customer will be sent to the address or email address associated with Customer’s account or specified in the applicable Ordering Document.
14.6 Amendments
Delvify may update these Terms from time to time.
Material changes will become effective at the next renewal of the applicable Subscription Term unless:
earlier effectiveness is required by law or necessary to address a security, technical or operational issue; or
Customer expressly accepts the revised Terms.
Where Delvify makes a material change that adversely affects Customer’s rights during a current Subscription Term, Customer may object in writing within thirty (30) days of receiving notice.
Where required by the applicable circumstances, Delvify will permit Customer to continue under the previous version until the end of the current Subscription Term.
14.7 No Waiver
Failure to enforce a provision does not constitute a waiver.
A waiver must be in writing and signed by the party granting it.
14.8 Severability
If any provision is held invalid or unenforceable, the provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
14.9 Entire Agreement
This Agreement, together with:
applicable Ordering Documents;
the DPA;
applicable service descriptions;
Documentation; and
any other documents expressly incorporated by reference
constitutes the entire agreement between the parties concerning the Platform.
If there is a conflict, the following order of precedence applies:
a mutually signed amendment;
the DPA, but only with respect to data protection;
the applicable Ordering Document;
these Terms;
Documentation.
14.10 Electronic Acceptance
Customer agrees that electronic acceptance, including clicking an acceptance checkbox or accepting these Terms through the Platform, constitutes legally binding acceptance of this Agreement.
14.11 Language
The English-language version of these Terms is the controlling version.
14.12 Governing Law and Jurisdiction
These Terms are governed by the substantive laws of Singapore, without regard to conflict-of-law principles.
The parties agree that the courts of Singapore have exclusive jurisdiction over disputes arising out of or relating to this Agreement, subject to any arbitration provisions contained in an applicable Ordering Document.
15. DEFINITIONS
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Authorized User” means an individual authorised by Customer to access the Platform under Customer’s subscription.
“Customer Data” means information, data, files, records, documents or other content submitted to or processed through the Platform by or on behalf of Customer.
“Documentation” means Delvify’s then-current user guides, technical documentation and product documentation applicable to the Platform.
“Personal Data” means personal data, personal information or equivalent information protected under applicable data-protection law.
“Platform” or “DMMP” means the Delvify Material Management Platform and associated Services provided under an applicable Subscription.
“Subscription Term” means the subscription period specified in an applicable Ordering Document.
“Services” means the Platform and related services expressly identified in an applicable Ordering Document.
“Ordering Document” means an order form, subscription agreement, statement of work or other document agreed by the parties that identifies the Services and applicable commercial terms.
16. DATA PROCESSING AGREEMENT
Where Delvify processes Personal Data on behalf of Customer, the parties’ Data Processing Agreement is incorporated into these Terms.
The DPA governs processing of Personal Data by Delvify as Customer’s processor and includes the processing details, security requirements, subprocessors, international-transfer provisions and other Article 28 requirements applicable to the processing.
Where there is a conflict between these Terms and the DPA concerning the processing of Personal Data, the DPA controls.
END OF TERMS OF SERVICE
