Payment and Billing Center Agreement

This TrueWatch Payment and Billing Center Agreement (this “Agreement”) governs the billing, invoicing, payment, Taxes, account balances, credits and other payment arrangements made available by TRUEWATCH TECHNOLOGY INC PTE. LTD. ("TrueWatch") to the user of the Services (the “User”, “Client” or "you"). Where you act on behalf of a legal entity, references to “you”, “User” or “Client” mean that legal entity.

TrueWatch provides the products and services available at TrueWatch Website (the "Services").

This Agreement forms part of, and shall be read together with, the applicable service agreement (“MSA”) and the Order Form governing the Services.

This Agreement applies to conventional invoicing and payment arrangements, and also to Billing Center mechanisms where made available by TrueWatch, including prepaid balances, credits, credit limits, deferred payment arrangements and account management.

For matters concerning billing, invoicing, payment, Taxes, prepaid balances, credits, credit limits and Billing Center account management, this Agreement shall apply and prevail over the MSA and any Order Form to the extent of any inconsistency, unless the relevant MSA or Order Form expressly refers to this Agreement and expressly states that it is intended to override this Agreement. It does not modify provisions relating to service performance, service levels, data processing or other matters outside its scope.

If you have any questions regarding this Agreement, please contact TrueWatch at [email protected]

Article 1 General Provisions

a. By entering into an Order Form, making or receiving a payment, using the Billing Center, or otherwise using any payment arrangement made available by TrueWatch, you confirm that you have read, understood and agreed to this Agreement.

b. TrueWatch may update this Agreement from time to time. Updated terms will be made available through the TrueWatch Website, platform, TrueWatch Mobile, or other reasonable means and will apply in accordance with the applicable MSA and the Applicable Laws.

Article 2 Definitions

For the purpose of this Agreement:

a. “Applicable Laws” means the Applicable Laws defined in the applicable MSA and includes all laws and regulations applicable to the relevant payment, Tax, billing or account arrangement.

b. “Affiliates” means any Affiliates as defined in the applicable MSA.

c. “Credit Limit” means deferred payment capacity approved by TrueWatch at its discretion, which may be adjusted, reduced, suspended, or withdrawn based on credit, risk, payment history, account status or other reasonable commercial considerations.

d. “Device” has the meaning given in the applicable MSA.

e. “Indirect Taxes“ means any goods and services tax (“GST”), value-added tax (“VAT”), sales tax, service tax, use tax, consumption tax, digital services tax, turnover tax, excise tax or other similar transaction or indirect tax, together with any related surcharge.

f. “Invoice“ means any invoice or payment request issued by TrueWatch for amounts payable in connection with the Services.

g. “Order Form“ means any document that, irrespective of its title, name or format, constitutes a binding order under this Agreement, including:

 i. any form of order, whether submitted online or in writing, issued by or on behalf of the User for the Services and accepted by TrueWatch; and/or

 ii. any other written agreement for the Services executed by both TrueWatch and the User.

h. “Outstanding Amounts“ means all fees due and payable.

i. “Prepaid Balance“ means funds paid in advance for use of the Services. Not a deposit or financial product. Non-refundable except as required by the Applicable Laws or expressly agreed by TrueWatch.

j. “Promotional Credits“ means non-cash incentives granted at TrueWatch’s discretion. May be adjusted, withdrawn, or forfeited in accordance with the applicable promotion terms or this Agreement.

k. “Taxes“ means all present or future taxes, duties, levies, imposts, assessments, charges, withholdings and governmental fees of any nature, including Indirect Taxes, stamp duties, documentary duties, customs duties and Withholding Taxes, together with any interest, penalty, fine or addition imposed in connection with them.

l. “Tax Authority” means any governmental, fiscal, revenue, customs or other authority having responsibility for the administration, collection or enforcement of any Tax.

m. “TrueWatch Mobile” means any mobile application made available by or on behalf of TrueWatch for accessing or using the Services, including any iOS or Android application.

n. “Withholding Tax” means any Tax that the User or another person making payment is required under Applicable Laws to deduct or withhold from an amount payable to TrueWatch.

Article 3 Payment, Invoicing and Recovery

3.1 Invoice

a. Each Invoice shall, where practicable, separately identify SaaS subscription fees, support fees, implementation or professional services fees, on-site services fees, reimbursable expenses, third-party charges and applicable Taxes.

b. The billing frequency, Invoice issuance date and payment terms shall be set out in the applicable Order Form. If the applicable Order Form does not specify the payment due date, each Invoice shall be due thirty (30) days from the Invoice date, unless otherwise stated in this Agreement or agreed by TrueWatch in writing.

c. Unless the applicable Order Form expressly states another billing currency, all invoices shall be issued and payable in USD. If TrueWatch agrees to invoice in another currency, the conversion method and exchange-rate date shall be stated in the applicable Order Form.

3.2 Payment Without Set-Off

a. Except to the extent required by the Applicable Laws, all amounts payable by the User under this Agreement shall be paid in full, in immediately available funds, without any set-off, counterclaim, deduction, withholding, discount, abatement or other reduction of any kind.

b. The User shall not withhold or delay payment of any amount due to TrueWatch on the basis of any actual or alleged claim, counterclaim or dispute that the User may have against TrueWatch, whether arising under this Agreement or otherwise.

c. Any deduction or withholding required by the Applicable Laws shall be dealt with in accordance with the tax gross-up provisions of this Agreement.

3.3 Invoice Disputes

a. If the User disputes any amount stated in an Invoice, the User shall notify TrueWatch in writing within ten (10) days after receipt of the relevant Invoice.

b. The notice of dispute must:

 i. identify the relevant Invoice and the specific amount disputed;

 ii. provide reasonable details of the basis of the dispute;

 iii. include all supporting documents and information reasonably necessary for TrueWatch to assess the dispute; and

 iv. identify the amount of the Invoice that is not disputed.

c. A dispute notice shall relate only to bona fide errors concerning the calculation, pricing or billing of the amounts stated in the relevant Invoice. Any complaint concerning the Services, service levels or the performance of either Party shall be handled separately in accordance with the applicable provisions of this Agreement and shall not, by itself, constitute a valid Invoice dispute.

d. If the User does not submit a dispute notice within the period specified above, the Invoice shall be deemed accepted by the User and shall be final and binding, except in the case of fraud or manifest error.

3.4 Payment Pending Resolution of Dispute

a. The User shall pay all undisputed amounts stated in an Invoice by the applicable payment due date, notwithstanding that another portion of the Invoice is disputed.

b. The Parties shall use reasonable efforts to resolve any properly notified Invoice dispute promptly and in good faith. Upon resolution of the dispute:

 i. any amount determined to be payable to TrueWatch shall be paid by the User within ten (10) days after the date of resolution or, if later, by the original payment due date; and

 ii. any amount previously overpaid by the User may, at TrueWatch’s option, be refunded or credited against the User’s next Invoice.

 iii. Submitting an Invoice dispute shall not extend the payment due date for any undisputed amount or suspend any other payment obligation of the User.

3.5 Bank and Transfer Charges

a. The User shall be responsible for all bank fees, remittance charges, foreign exchange charges, intermediary bank charges, correspondent bank charges and other costs incurred in transferring payments to the bank account designated by TrueWatch.

b. Any fee or charge deducted from a payment before or upon receipt by TrueWatch shall not reduce the amount owed by the User. The User shall remain liable for, and shall promptly pay, the amount of any such deduction.

3.6 Short or Partial Payments

a. A payment of less than the full amount due shall be treated only as a partial payment on account and shall not constitute:

 i. full and final settlement of the relevant Invoice or any other amount owed;

 ii. acceptance by TrueWatch of any proposed deduction, discount, credit, set-off or compromise;

 iii. a waiver of TrueWatch’s right to recover the outstanding balance; or

 iv. a variation of the User’s obligations under this Agreement.

b. Without prejudice to any other right or remedy, in the event that the User fails to make full payment on any of the Invoices, TrueWatch shall be entitled to the following:

 i. suspend any further provision of the Services and/or the relevant Services in accordance with the applicable provisions of the MSA; and/or

 ii. impose interest on the unpaid invoiced amount, with interest accruing daily and compounded monthly from the payment due date at 1.5% per month, or the maximum rate permitted by the Applicable Laws, whichever is lower, until paid in full.

c. Any outstanding balance resulting from a short or partial payment shall remain immediately due.

d. Where the short payment results from bank charges, withholding taxes, foreign exchange conversion, administrative deductions or deductions imposed by the User or any payment intermediary appointed by the User, the User shall pay the resulting shortfall within ten (10) days after receiving notice from TrueWatch.

3.7 Bank Account

The payment should be transferred to TrueWatch’s bank account as stated in the Invoice.

3.8 Collection and Enforcement Cost

a. To the fullest extent permitted by the Applicable Laws, the User shall reimburse TrueWatch for all reasonable costs, charges and expenses incurred by TrueWatch in collecting or attempting to collect any overdue amount or enforcing its rights under this Agreement.

Such costs may include:

 i. debt collection agency fees;

 ii. legal fees and disbursements on a full indemnity basis;

 iii. court, arbitration and enforcement fees;

 iv. tracing, investigation and administrative costs; and

 v. bank charges and other expenses incurred in connection with the recovery of overdue amounts.

b. Amounts payable under this provision shall be payable by the User on demand and shall be without prejudice to TrueWatch’s other rights and remedies.

3.9 Application of Payments

a. TrueWatch may apply any payment, credit, refund or other amount received from or for the account of the User against any amount owed by the User to TrueWatch under this Agreement or any applicable Order Form or other agreement between the Parties.

b. Unless TrueWatch determines otherwise, amounts received may be applied in the following order:

 i. first, towards collection and enforcement costs;

 ii. second, towards late-payment interest and other charges;

 iii. third, towards applicable taxes, duties and similar amounts;

 iv. fourth, towards the oldest outstanding undisputed Invoice amounts; and

 v. thereafter, towards any other outstanding amounts.

c. TrueWatch may make such application notwithstanding any contrary designation, instruction, endorsement or purported appropriation made by the User.

d. The application or reapplication of a payment shall not constitute a waiver of any right or remedy of TrueWatch or an acceptance of any dispute, deduction or short payment asserted by the User.

Article 4 Taxes

4.1 Tax Included and Excluded

a. All fees, charges, expenses and other amounts stated in any Order Form, Invoice, quotation or other commercial document are exclusive of Taxes unless expressly stated otherwise.

b. The User shall be responsible for and shall pay all Taxes arising from or relating to the purchase, receipt, access, importation, use, resale or supply of the Services, including all Indirect Taxes imposed in the User’s jurisdiction or any jurisdiction in which the Services are accessed, used, supplied or consumed.

c. TrueWatch shall remain responsible for taxes imposed on TrueWatch’s net income, profits, property, payroll or employees, except to the extent that any such tax is required to be deducted or withheld from a payment to TrueWatch, in which case Articles 4.3 shall apply.

d. Any stamp duty, documentary duty, registration fee or similar charge arising from the execution, registration or enforcement of this Agreement or any Order Form in the User’s jurisdiction shall be borne and paid by the User. The User shall complete any related filing or registration required in its jurisdiction.

4.2 Indirect Taxes

a. Where TrueWatch is required by Applicable Laws to charge, collect or account for any Indirect Tax, TrueWatch may add the applicable Indirect Tax to its Invoice, and the User shall pay that Indirect Tax at the same time and in the same manner as the corresponding fees.

b. Where the User is required to account for Indirect Taxes under any reverse-charge, self-assessment, imported-services or similar mechanism, the User shall account for and pay such Indirect Taxes directly to the relevant Tax Authority. Such accounting or payment shall not reduce any amount payable to TrueWatch.

c. The User shall provide TrueWatch with its correct legal name, registered address, billing address, place of establishment, place of supply or consumption, Tax identification number, GST or VAT registration number, exemption certificate and any other information reasonably required to determine the applicable Tax treatment.

d. The absence of any Tax from an original Invoice shall not constitute a waiver of TrueWatch’s right to recover that Tax. If a Tax Authority subsequently determines that any Indirect Tax should have been charged, collected or paid in relation to the Services, TrueWatch may issue an additional Invoice for that Tax, and the User shall pay the additional Invoice within ten (10) days of its date.

e. The User shall not be required to reimburse TrueWatch for penalties or interest arising solely from TrueWatch’s failure to remit an Indirect Tax that TrueWatch had correctly charged to and collected from the User, except to the extent that such failure resulted from inaccurate, incomplete or late information provided by the User.

4.3 Withholding Taxes and Gross-Up

a. All payments by or on behalf of the User shall be made free and clear of, and without any deduction or withholding for, Taxes unless such deduction or withholding is expressly required by Applicable Laws.

b. If the User believes that any deduction or withholding is required, the User shall: notify TrueWatch in writing as soon as reasonably practicable and, in any event, before the relevant payment due date; provide TrueWatch with the relevant legal basis, applicable Tax rate, calculation and supporting documentation; apply any available exemption, reduced rate or nil rate under Applicable Laws or any applicable double taxation agreement; deduct or withhold only the minimum amount legally required; pay the amount deducted or withheld to the relevant Tax Authority within the applicable statutory deadline; and comply with Article 4.6 regarding evidence of payment.

c. Except as provided in Article 4.4(d), the User shall increase the amount payable so that, after the deduction or withholding of all applicable Taxes, including any Tax applicable to the additional amount, TrueWatch receives the same amount that it would have received had no deduction or withholding been required. The User shall not be required to gross up a payment to the extent that the withholding arises solely because TrueWatch failed to provide a valid tax residency certificate or other documentation that: is reasonably available to TrueWatch; was reasonably requested by the User in writing at least thirty (30) days before the payment due date; and would have legally eliminated the withholding. Any amount deducted or withheld without the corresponding gross-up required under this Article shall remain an outstanding amount due to TrueWatch and shall be subject to the late-payment rights and remedies under this Agreement.

4.4 Treaty Relief

a. Where an applicable double taxation agreement provides an exemption or reduced rate of Withholding Tax, each Party shall reasonably cooperate to obtain the available relief. Upon reasonable written request, TrueWatch shall provide a valid certificate of tax residence, beneficial ownership declaration or other documentation reasonably available to TrueWatch and ordinarily required to claim treaty relief. The User shall be responsible for completing and submitting the relief-at-source application, declaration, notification or other filing required in its jurisdiction. The User shall not delay or reduce any payment because an application for treaty relief or a tax ruling remains pending. If relief at source is unavailable by the payment due date, the User shall make the grossed-up payment required under Article 4.3 and shall thereafter take all reasonable steps to obtain any available refund from the relevant Tax Authority. If TrueWatch subsequently receives and retains a cash refund or final credit for a Withholding Tax that was economically borne by the User through a gross-up, TrueWatch shall reimburse the User an amount equal to the benefit actually received and retained by TrueWatch, after deducting any related Taxes, reasonable professional costs and administrative expenses. TrueWatch shall not be required to make any reimbursement before the refund or credit has been finally and irrevocably received.

4.5 Withholding Tax Certificates

a. Within thirty (30) days after paying any Withholding Tax to a Tax Authority, or such earlier period as may reasonably be required by TrueWatch, the User shall provide TrueWatch with: the original or electronically verifiable official withholding certificate; proof of payment to the relevant Tax Authority; a copy of the relevant Tax return or declaration, where legally permitted; and any other document reasonably required by TrueWatch to claim a foreign tax credit or Tax refund. Each withholding certificate must correctly state TrueWatch’s legal name, the gross payment, the nature of the income, the applicable Tax rate, the amount withheld, the payment date and the relevant tax period. Until the User provides satisfactory evidence that the deducted amount has been paid to the relevant Tax Authority, the deducted amount shall be treated as unpaid and owing to TrueWatch. The User shall promptly correct, replace or procure the amendment of any inaccurate or incomplete withholding certificate at its own cost.

4.6 Characterisation of the Services

a. The Parties acknowledge that the fees payables for the Services are consideration for access to and use of the Services and for any related support, implementation, professional or ancillary services described in the relevant Order Form. Except where expressly stated in an Order Form, this Agreement does not transfer to the User any ownership of copyright, source code, patent, trademark, know-how or other intellectual property belonging to TrueWatch. Any licence granted to the User is limited to the non-exclusive right to access and use the hosted SaaS service during the applicable Services Period. The User shall not characterise any payment as a royalty, licence fee, technical service fee or other category attracting Withholding Tax merely for administrative convenience. Where the User is legally required to adopt such a characterisation, it shall first notify TrueWatch, provide the relevant legal basis and apply all available exemptions or treaty reductions. Nothing in this Article shall prevent a Tax Authority from determining the Tax treatment in accordance with Applicable Laws, but any such determination shall not limit the User’s payment and gross-up obligations under this Agreement.

4.7 Tax Information and Changes in Circumstances

a. The User represents and warrants that all Tax information and documents provided to TrueWatch are complete, current and accurate. The User shall notify TrueWatch promptly of any change affecting the Tax treatment of the Services, including a change in its place of establishment, billing address, Tax registration status, use location, contracting entity, paying entity or marketplace arrangement. TrueWatch may rely on information provided by the User until TrueWatch receives written notice of a change. The User shall be responsible for any additional Tax, interest, penalty, cost or liability arising from inaccurate, incomplete or late information supplied by the User. If a change in law, or in the published practice of any relevant tax authority, materially alters the tax treatment of payments under this Agreement, the Parties shall negotiate in good faith to preserve the intended commercial and net-of-tax economics. Permanent Establishment and Agency Nothing in this Agreement or the MSA is intended to create any permanent establishment, taxable presence, branch, partnership, joint venture, fiduciary relationship, employment relationship or agency of TrueWatch in the User’s jurisdiction. The User shall not: represent that it has authority to bind TrueWatch; negotiate or conclude contracts in the name of TrueWatch; maintain any office, premises, inventory or fixed place of business on behalf of TrueWatch; or make any premises available to TrueWatch on a continuous or exclusive basis, unless expressly agreed in a separate written agreement signed by TrueWatch. Any onsite activities, implementation assistance or support provided by TrueWatch personnel shall not give the User authority to supervise, control or bind such personnel, except for reasonable site-access, health and safety, and information-security requirements. The User shall promptly notify TrueWatch of any enquiry or assertion by a Tax Authority that TrueWatch has a taxable presence in the User’s jurisdiction arising from the User’s conduct or the performance of this Agreement. Tax Audits and Cooperation Each Party shall reasonably cooperate in connection with any Tax audit, enquiry, assessment, refund application or dispute relating to the Services. The User shall retain and provide transaction records, payment records, Tax invoices, withholding certificates and other supporting documentation for the period required under Applicable Laws. TrueWatch may disclose this Agreement, any Order Form, Invoice and related information to a Tax Authority or professional adviser where reasonably required for Tax compliance, audit or dispute purposes, subject to applicable confidentiality requirements. Each Party shall bear its own reasonable costs of cooperation, except that the User shall reimburse TrueWatch for reasonable professional and administrative costs arising from the User’s breach of this Article or inaccurate, incomplete or late information supplied by the User. Tax Indemnity Subject to Article 4.12, the User shall indemnify and keep indemnified TrueWatch and its Affiliates against all Taxes, liabilities, assessments, claims, losses, interest, penalties and reasonable professional costs arising from or relating to: the User’s failure to pay any Tax for which it is responsible under this Agreement; the User’s failure to deduct, withhold, remit or report a Tax in accordance with applicable laws; the User’s failure to provide a valid withholding certificate or other required Tax documentation; inaccurate, incomplete or late Tax information provided by the User; the User’s unauthorised resale, distribution, sublicensing or use of the Services in another jurisdiction; any representation or conduct by the User that creates or contributes to a permanent establishment, agency or other taxable presence of TrueWatch; or any Tax, penalty or interest assessed against TrueWatch because of an act or omission of the User or a person acting on behalf of the User. Limitation of Tax Indemnity The User shall not be liable under Article 4.11 for: taxes imposed solely on TrueWatch’s net income, profits, property, payroll or employees, except where Article 3.4 applies; or penalties or interest resulting solely from TrueWatch’s fraud, willful misconduct or failure to remit a Tax that TrueWatch had correctly charged to and collected from the User, provided that the User has complied fully and punctually with its obligations under this Article. Survival and Priority This Article shall survive the expiry or termination of this Agreement, MSA, and any Order Form. In the event of any inconsistency between this Article and any quotation, Order Form, Invoice, marketplace term or other document issued by the User, this Article shall prevail unless the inconsistent provision expressly refers to this Article and is separately agreed in writing by TrueWatch.

Article 5 Billing Center Account

In addition to the general invoicing and payment provisions above, the following terms apply where the User registers for, accesses or uses the TrueWatch Billing Center or any related payment or account-balance feature.

5.1 Registration

a. Eligibility for Registration

 i. You confirm that by completing the registration process or using the Billing Center services in any manner permitted by TrueWatch, you have full legal capacity to enter into this Agreement on your own behalf or on behalf of the legal entity you represent.

 ii. The Billing Center is not intended for use by individuals or entities that lack legal capacity or authority to enter into binding agreements. If the Billing Center is used by a person who lacks capacity or authority, TrueWatch may suspend or restrict the relevant account and seek recourse against the User or any person responsible for such use, to the extent permitted by Applicable Laws.

b. Registration, Account and Real-name Authentication

 i. By completing the registration or activation process, or by using any Billing Center services or features made available by TrueWatch, you agree to be bound by this Agreement. You may access the applicable TrueWatch platform, including www.truewatch.com using your registered email address, phone number, or any other method permitted by TrueWatch.

 ii. Upon successful registration, you will be issued a TrueWatch Billing Center account, which enables access to billing, payment, and invoicing features in connection with the Services you purchase.

 iii. Unless otherwise approved by TrueWatch, each Legal Entity may maintain only one TrueWatch Billing Center account. The Billing Center account, including associated credentials and balance, may not be transferred, assigned, gifted, or otherwise disposed of without TrueWatch’s prior written consent, unless required by the Applicable Laws. TrueWatch may require reasonable documentation to verify any permitted transfer in accordance with its procedures and policies.

 iv. To ensure account and transaction security, TrueWatch may require identity verification, corporate verification or authority verification at any time.

 v. For certain Billing Center features or the Services, additional verification or qualification checks may be required. Access to such features shall be subject to successful completion of the applicable verification requirements.

 vi. Personal data submitted for verification shall be processed in accordance with TrueWatch Privacy Notice (https://www.truewatch.com/privacy-policy)

5.2 Information

a. You are responsible for ensuring that all information provided is true, current, complete, and accurate. If TrueWatch has reasonable grounds to suspect that any information provided in connection with the Billing Center account is incorrect, false, outdated, or incomplete, TrueWatch may request clarification or correction, suspend or restrict access to the Billing Center account and related billing functionalities, immediately restrict or remove the concerned information from the Billing Center account, and take further actions in accordance with the MSA, including suspension or termination of Billing Center services. TrueWatch shall not be liable for any direct or indirect losses and adverse consequences arising therefrom.

b. You are required to provide accurate and up-to-date contact information, including your email address, phone number, address, and postal code, to ensure effective communication with TrueWatch. You are solely responsible for any loss or additional costs incurred if you cannot be reached through the provided contact details. It is your responsibility to maintain the accuracy and validity of such information and to promptly update any changes in accordance with TrueWatch's requirements.

5.3 Account Security

a. You are solely responsible for maintaining the confidentiality of your TrueWatch Billing Center login credentials, the Device, active sessions, and payment methods, and for all activities conducted under your account, including but not limited to information disclosure, posting, acceptance of terms, renewals, and purchases.

b. You agree to:

 i. immediately notify TrueWatch of any unauthorized access or suspected misuse, or any breach of confidentiality, and authorize TrueWatch to take appropriate actions; and

 ii. properly log out of the platform or application at the end of each session using the correct procedure.

 iii. TrueWatch shall not be responsible for any loss or damages arising from your failure to comply with these obligations. You acknowledge that TrueWatch requires a reasonable period to respond to any notifications and shall not be liable for any consequences, including losses arising before it has had reasonable time to act on such notice.

 iv. Unless required by law or judicial order, and without TrueWatch’s prior written consent, your account credentials cannot be shared, transferred, or otherwise made available to any third party.

 v. TrueWatch may verify the background and purpose of your use of the Billing Center services and may require you to provide accurate, complete, and truthful information.

 vi. If TrueWatch has reasonable grounds to suspect that the information provided is false, that fraudulent activity is involved, or that your actions violate TrueWatch’s policies, TrueWatch reserves the right to temporarily or permanently restrict or suspend access to the Billing Center account and related billing features.

 vii. For operational and transaction security purposes, TrueWatch reserves the right to temporarily suspend or restrict payment, recharge, refund, transfer, credit or account-balance functions associated with your Billing Center account. TrueWatch will notify you via email, in-app message, phone call, TrueWatch Mobile notification, or other reasonable means, and you are responsible for promptly responding and completing any required verification or appeal procedures.

 viii. TrueWatch may take necessary actions in relation to the Billing Center account, including conducting inquiries, restricting transactions, freezing or restricting use of the Prepaid Balance, or suspending billing features, or other actions required by the Applicable Laws or pursuant to lawful requests from competent authorities (including but not limited to police, the Attorney-General’s Chambers, the Monetary Authority of Singapore, courts, customs, and tax authorities).

5.4 Billing Authority and Access Control

a. Access to billing-related functions may be restricted to personnel designated by the User.

b. The User is responsible for assigning and managing internal roles, permissions, and approval processes, and ensuring that all access and instructions are properly authorized.

c. TrueWatch is entitled to rely on any activity, instruction, or transaction made through the Billing Center account as validly authorized by the User.

d. TrueWatch has no obligation to verify internal authority, delegation, or approval workflows, or investigate whether any access or instruction was properly authorized within the User’s organization.

e. Any unauthorized access or misuse within the User’s organization shall remain the User’s responsibility.

Article 6 Corporate Membership and Billing Features

Certain billing features, including account balance usage, credit limits, and invoicing, are available only to approved corporate members.

6.1 Application and Activation of Corporate Membership

a. You may apply to become a corporate member through the TrueWatch Billing Center by providing required information, including your company name, business license, and other relevant documents. TrueWatch will review your application within three (3) business days of receipt and notify you of the outcome through the TrueWatch Billing Center. Approval constitutes successful activation of corporate membership features.

b. The TrueWatch Billing Center will issue a monthly bill detailing your consumption for the relevant billing period.

6.2 Account Balance for Corporate Member

a. Account Balance

The TrueWatch Billing Center provides an account balance feature comprising:

 i. the Prepaid Balance; and

 ii. where applicable, the Credit Limit approved by TrueWatch based on your qualifications or separate agreement.

b. Consumption and Charges

 i. You may use the Prepaid Balance and, where applicable, the Credit Limit to purchase the Services through the Billing Center.

 ii. Charges will be settled daily based on consumption, and applied as follows:

  1. deducted from the Prepaid Balance;

  2. if the Prepaid Balance is insufficient, deducted from the Credit Limit, provided that the applicable Credit Limit is not exceeded.

 iii. If your consumption reaches or exceeds the Credit Limit, you will not be permitted to purchase or continue using the Services on a credit basis until sufficient payment is made or your available balance is restored.

 iv. The Billing Center may display pricing, usage metrics, or subscription-related information. Such information is provided for convenience only, and does not constitute a binding quotation, commitment, or guarantee.

 v. All charges shall be determined based on actual usage recorded by TrueWatch systems, and the applicable MSA and pricing terms.

c. Credit Billing Period

Consumption within the Credit Limit is subject to a billing period set out in the applicable Order Form.

d. Recharge

You may recharge your account through the available payment channels specified in the TrueWatch Billing Center. Recharge amounts will be credited to your Prepaid Balance. During recharging, you may be eligible for applicable discounts or incentives, subject to Article 7 (Billing Center Recharge Services). TrueWatch may, at its discretion, apply recharge amounts toward outstanding amounts before reflecting any remaining balance as the Prepaid Balance.

e. Currency

Unless otherwise agreed, all Prepaid Balance recharges and Credit Limit invoicing are denominated and settled in United States Dollars (USD). Where TrueWatch agrees to accept recharge or invoicing in another currency, the applicable conversion method and exchange-rate date shall be stated in the applicable Order Form.

f. Suspension for Insufficient Balance

If both the Prepaid Balance and Credit Limit are exhausted, your account may be suspended, and TrueWatch may restrict access to unpaid Services in accordance with the MSA.

g. Delinquency

If amounts due under the Credit Limit remain unpaid after the applicable billing period, the account will be deemed delinquent. In such cases, TrueWatch reserves the right to take one or more of the following actions:

 i. suspend or restrict access to unpaid Services in accordance with the MSA;

 ii. issue a notice of termination under the MSA, or terminate the Services;

 iii. apply late-payment interest on the outstanding amount at 1.5% per month, calculated daily and compounded monthly, or the maximum lawful rate, whichever is lower, from the payment due date until paid in full.

 iv. recover all costs incurred in connection with collection, as provided in Article 3.8 of this Agreement; and

 v. take further actions as permitted under the MSA.

h. Invoice Application

 i. Upon receipt of the monthly bill detailing your consumption from the TrueWatch Billing Center, you may apply for an invoice in accordance with applicable tax requirements.

Invoices may be issued electronically or in paper form, with the applicable tax rate determined in accordance with Singapore’s tax laws and regulations. To complete the invoice application, you must provide accurate and sufficient billing and delivery information.

 ii. Where a paper invoice is requested, applicable delivery costs may be borne by you. Electronic invoices will be delivered to the designated email address.

 iii. The User may designate billing contacts or invoice recipients for delivery of invoices and billing communications. The User is solely responsible for ensuring that such information is accurate, complete, and current.

 iv. TrueWatch shall be entitled to rely on the most recent billing contact information in the Billing Center and shall not be liable for any failure of delivery, delay, or misdirection arising from inaccurate or outdated information.

6.3 No Reliance on Estimates, Dashboard, or Displayed Data

a. Any estimates, forecasts, usage projections, dashboards, alerts, or visualizations made available through the Billing Center or the Services, or the TrueWatch Mobile are provided for informational and convenience purposes only.

b. Such information may be incomplete, delayed, or inaccurate, and does not constitute a representation, warranty, commitment as to actual usage, charges, or costs, and shall not be relied upon for any financial, operational, or business decision-making purposes.

c. The User acknowledges and agrees that it does not rely on any such estimates or displayed data for billing accuracy, financial planning, or cost control.

d. All charges shall be determined solely based on TrueWatch’s internal measurement systems and the applicable MSA.

6.4 Usage Fluctuation and Cost Risk Allocation

a. The User acknowledges that usage of the Services may vary over time, including sudden increases due to system activity, configuration changes, integrations, automated processes, or other factors within or connected to the User’s environment.

b. The User is solely responsible for monitoring and managing its usage, configurations, and associated costs.

c. TrueWatch does not guarantee that any alerts, thresholds, budgets, push notifications, or other notifications will be triggered, delivered, or effective in preventing increased usage or charges.

d. TrueWatch shall not be liable for any increased charges, unexpected usage, or cost fluctuations, including those resulting from the User configurations or changes, third-party integrations or systems, automated processes or scripts, queries or other actions initiated by or on behalf of the User from any device, or failures, delays, or inaccuracies in alerts, notifications, thresholds, budgets, or monitoring tools.

e. All charges resulting from actual usage shall remain payable in full, regardless of whether such usage was anticipated, monitored, or within any expected range.

Article 7 Billing Center Recharge Services

7.1 Scope of Recharge

a. All recharge services provided under the Billing Center are intended solely for use within TrueWatch ecosystem, including the Billing Center, the TrueWatch platforms (www.truewatch.com), TrueWatch Mobile where supported, and any related services introduced by TrueWatch from time to time.

b. Funds recharged into your account may be used exclusively for the purchase of the Services and are non-transferable and non-withdrawable, except where otherwise required by applicable laws or expressly permitted by TrueWatch.

7.2 Account Responsibility

a. You acknowledge that digital transactions involve inherent risks, including unauthorized access, fraudulent activities, or misuse of payment instruments.

b. You are responsible for protecting your account credentials and payment methods.

c. While TrueWatch may, at its discretion, provide reasonable assistance in mitigating such risks; however, you remain responsible for managing your account security and pursuing any claims against third parties where applicable.

7.3 Pricing and Authorized Recharge Channels

a. TrueWatch may offer the Services on a free or paid basis. Applicable pricing will be determined by TrueWatch and made available on the relevant service or billing pages.

b. Recharge must be conducted exclusively through the official channels made available or authorized by TrueWatch, including through TrueWatch platform, Billing Center, designated merchants, and authorized third-party payment providers. Unless expressly made available by TrueWatch, app store payments or in-app purchases are not authorized payment channels. TrueWatch shall not be responsible for any losses, discrepancies, or adverse consequences arising from transactions conducted outside such authorized channels. The User assumes full responsibility for such activities.

c. If you suspect fraudulent activity involving unauthorized recharge channels, you should promptly contact TrueWatch Support via our customer service hotline at (65) 6924-1094 or email: [email protected]

7.4 Payment Methods and Billing Arrangement

a. The User may, subject to system availability, manage payment methods through the Billing Center, including adding, updating, or removing payment methods.

b. Where supported, the User may request changes to billing arrangements, including prepaid, credit-based, or invoiced billing.

c. All payment methods and billing arrangements are subject to TrueWatch’s approval, system capability, and risk assessment, and take effect only upon confirmation by TrueWatch.

d. TrueWatch may approve, reject, suspend, or reverse any payment method or billing arrangement, and impose conditions, including verification requirements or settlement of outstanding amounts.

e. TrueWatch does not guarantee the availability of any specific payment method, billing mode, or transition between them.

7.5 Discounts and Account Records

a. Certain User, including approved Corporate Members, may be eligible for recharge discounts or preferential pricing, subject to separate agreement with TrueWatch.

b. The User may access account information, including balance, transaction history, and consumption records, through the Billing Center. Such information is not publicly disclosed.

Article 8 Billing Center Recharge Rules, Refund Policy, and Special Reminders

8.1 User Verification Responsibility

a. Before confirming a recharge, the User must carefully verify account details and selected options (e.g., recharge type).

b. TrueWatch shall not be responsible for losses arising from incorrect information, user error, or misunderstanding the billing method (e.g., recharging the wrong account or choosing the wrong recharge type).

8.2 Refund and Transfer Policy

a. Unless otherwise expressly agreed by TrueWatch in writing, the Prepaid Balance is non-refundable and non-transferable outside the TrueWatch Billing Center.

b. Any approved refund or transfer shall be subject to TrueWatch’s applicable procedures and policies. Requests must be submitted through official channels and may be subject to processing requirements and documentation.

c. Payments made through unauthorized channels, including any app store or in-app purchase channel not expressly made available by TrueWatch, are not eligible for refund or credit from TrueWatch, except where required by Applicable Laws.

8.3 Transaction Controls

To maintain operational, security, or risk management purposes, TrueWatch reserves the right to establish or modify transaction-related control from time to time, including but not limited to transaction limits and permitted transaction frequency. The User acknowledges that such controls may affect its use of the Billing Center.

8.4 The Services Fees

Unless explicitly required by the Applicable Laws or expressly stated in this Agreement, the MSA or the applicable Order Form, any fees paid for Services are non-refundable and non-exchangeable.

8.5 The User Responsibility and Risk Allocation

The User is responsible for losses or liabilities arising from their own actions, including but not limited to:

a. account suspension or restriction resulting from the User’s conduct;

b. disclosure of account credentials to unauthorized parties;

c. losses or liabilities associated with third-party payment instruments linked to the User’s account; and

d. losses arising from the User’s willful misconduct, negligence, or violations of the Applicable Laws.

8.6 System Errors and Adjustments

If system errors result in incorrect recharge records, TrueWatch may correct such records upon verification, and the User shall cooperate by providing reasonable supporting information.

8.7 Credit Adjustment

a. If the credited amount is less than the amount paid due to a system error, TrueWatch will adjust the balance accordingly.

b. If the credited amount exceeds the amount paid due to a system error, TrueWatch reserves the right to recover the excess amount, including by deduction from the User’s account.

8.8 Billing Records

a. The Billing Center may provide access to billing-related records, including transaction history, consumption records, invoices, and, where applicable, payment confirmations.

b. Such records are provided for reference purposes and may be subject to system limitations, processing delays or adjustment. The final amount payable shall be determined in accordance with TrueWatch’s internal billing records and the applicable MSA.

c. TrueWatch reserves the right to correct, update, or reissue any billing record, and determine the final and binding amount payable based on its internal systems and records.

d. Availability of historical records is not guaranteed and may be limited by retention policies, or the Applicable Laws.

e. The User is responsible for independently retaining its own billing records for audit, accounting, or compliance purposes.

Article 9 Billing Enforcement and Account Sanctions

9.1 Suspension and Restriction

TrueWatch reserves the right to suspend or restrict access to the Billing Center account or related features if the User:

a. provides false, inaccurate, or misleading information;

b. breaches any terms of this Agreement; or

c. violates the Applicable Laws or platform policies.

9.2 Enforcement Measures

a. Where necessary, TrueWatch may take appropriate enforcement measures, including:

 i. restricting account access or features;

 ii. freezing or restricting use of the Prepaid Balance;

 iii. suspending recharge or transaction capabilities;

 iv. setting off any amounts determined by TrueWatch to be due, including outstanding fees, overpayments, or amounts arising from the User’s breach, against the Prepaid Balance; and

 v. taking other necessary actions in accordance with this Agreement and the Applicable Laws.

b. Such actions shall not be deemed a waiver of TrueWatch’s rights and shall be without prejudice to any further rights or remedies available under this Agreement, including arbitration or court proceedings.

c. TrueWatch shall not be liable for any losses arising from actions taken in accordance with this Article.

9.3 Material Breach

In the event of a material breach or repeated violations of this Agreement, including conduct that results in payment avoidance, unauthorized use of the Billing Center, or violation of applicable payment rules, TrueWatch may, at its discretion, suspend or terminate the Billing Center account.

9.4 Penalties and Cost Recovery

To the extent permitted by the Applicable Laws, TrueWatch reserves the right to:

a. recover any losses, damages, or unpaid amounts arising from the User’s breach;

b. recover costs (including internal administrative and professional costs) incurred in connection with investigation, enforcement, and remediation actions; and

c. impose reasonable administrative or remediation charges where permitted by the Applicable Laws and where necessary to address misuse, abuse or non-compliance with this Agreement.

9.5 Review and Notification

TrueWatch may review suspected violations and take appropriate action. Where practicable, the User will be notified of the outcome.

9.6 Appeals

The User may submit an appeal through designated channels. Appeals will be reviewed in accordance with TrueWatch’s internal procedures.

Article 10 Billing Center Account Suspension and Cancellation

10.1 Important Notice

You acknowledge that cancelling your TrueWatch Billing Center account is permanent and irreversible. Upon cancellation, you will no longer be able to access or log into the TrueWatch Billing Center using the relevant account, and Billing Center account data may be deleted or rendered inaccessible, subject to Applicable Laws, the applicable MSA, the Privacy Notice and applicable retention requirements. Such data may not be capable of restoration, including where you re-register using the same email address, phone number or other identifiers. Cancelled accounts cannot be reactivated, restored or reinstated unless TrueWatch expressly agrees otherwise.

10.2 Suspension and Cancellation Rights

a. TrueWatch reserves the right, at its sole discretion, to suspend, restrict, or cancel the Billing Center account where it determines that: (i) the User has violated the Applicable Laws; (ii) breached this Agreement; or (iii) the account presents legal, security, credit, or operational risk.

b. TrueWatch may also take further actions in accordance with the applicable MSA, which may include suspension or termination of the Services.

10.3 Cancellation of login name

a. You understand and agree that if no login activity or billing transactions occur for a continuous period of twelve (12) consecutive months, TrueWatch reserves the right to cancel your login credentials. After such cancellation, you will no longer be able to access the TrueWatch Billing Center.

b. You further acknowledge and agree that if you engage in fraud, publish or sell counterfeit goods, infringe upon others' legal rights, or commit other serious violations of any TrueWatch terms and policies across any TrueWatch-related platforms, such conduct may be shared within the TrueWatch network. Consequently, your TrueWatch Billing Center login credentials may be canceled, and access to the relevant platforms may be restricted or terminated.

10.4 Governing Agreement for the Services

For the avoidance of doubt, any suspension or termination of the Services shall be governed exclusively by the applicable MSA.

10.5 Conditions for Billing Center Account Cancellation

a. To cancel your TrueWatch Billing Center account, all of the following conditions must be met:

 i. the account must not have any bound workspaces; any bound workspaces must first be dissolved and fully released;

 ii. the account must not have any outstanding payments or unpaid amounts due to TrueWatch;

 iii. all bills associated with the account must be fully settled;

 iv. the account must not have any unpaid taxes or other unfulfilled obligations required under the Applicable Laws; and

 v. as of the date of the cancellation request, the account must not be subject to any unresolved legal violations or breaches of agreements with TrueWatch. Any such violations must be fully resolved through mutual agreement with TrueWatch prior to cancellation.

b. For clarity:

 i. any Promotional Credits, vouchers, or non-cash incentives shall be forfeited upon cancellation; and

 ii. any Prepaid Balance shall be non-refundable and may be used by the User prior to cancellation. Any unused portion shall be forfeited upon cancellation, unless otherwise required by Applicable Laws, expressly agreed by TrueWatch, or expressly provided in the applicable MSA or Order Form.

10.6 Billing Center Account Cancellation Process

a. Self-Check

Before submitting your cancellation request, please ensure that you meet the conditions set out in Article 10.5 (Conditions for Billing Center Account Cancellation) hereof; otherwise, your application will not proceed, and you may reapply after addressing the relevant issues.

b. Method of Cancellation

Submit your request by contacting TrueWatch customer support through the TrueWatch Billing Center:
Navigate to [Work Order] – [Submit Work Order] – select [Cancel Account] under [Work Order Type].

c. Account Review

 i. Upon receiving your request, TrueWatch will verify your account’s eligibility in accordance with this Agreement and applicable platform procedures. TrueWatch may defer or reject a cancellation request where the conditions in Article 10.5 are not satisfied or where necessary to address outstanding risks, obligations or compliance requirements.

  • If approved: TrueWatch will initiate the account cancellation process, which is irreversible.

Note: Approval of a cancellation request constitutes an administrative verification only and does not constitute a waiver of rights, admission of compliance, or acknowledgment of any position of the User. The User remains responsible for all obligations incurred prior to cancellation, including any outstanding charges, pending payments, unpaid taxes, or other obligations and liabilities.

  • If denied: TrueWatch will notify the User of the outcome, and automatically close the cancellation request. The cancellation request shall not be resumed automatically. A new request may be submitted after addressing the eligibility issues.

 ii. Any information provided through the Billing Center or support channels in relation to cancellation is for operational guidance only and does not waive any rights or obligations under this Agreement, the MSA or the Applicable Laws, unless expressly confirmed in writing by TrueWatch.

d. Account Cancellation

 i. Once approved, TrueWatch will proceed with account cancellation and restrict access to the Billing Center account.

 ii. Any handling of data, including retention or deletion, shall be governed exclusively by the applicable MSA and the Privacy Notice (https://www.truewatch.com/privacy-policy)

10.7 Results of Billing Center Account Cancellation

a. Upon account cancellation, access to the following services will be permanently terminated:

 i. logging into the TrueWatch Billing Center;

 ii. performing any actions that rely on account permissions;

 iii. retrieving account-related information, including billing data, consumption records and transaction history; and

 iv. accessing other TrueWatch services.

b. Cancelling the account does not exempt or reduce any responsibilities related to the account's actions, as well as the obligations and liabilities incurred prior to cancellation.

c. TrueWatch is deemed to have fulfilled its service obligations under active contracts or orders up to the date of cancellation.

d. TrueWatch may delete, retain, process, or disclose data associated with the Billing Center account as required or permitted under the Applicable Laws, the applicable MSA, or for legitimate business, audit, enforcement, or compliance purposes.

e. Account cancellation is final and irreversible. The User is responsible for backing up any relevant data prior to cancellation. TrueWatch shall not be liable for any loss of data, access, functionality, or other consequences resulting from or in connection with account cancellation.

10.8 Continuing Obligations

a. You acknowledge and agree that you remain liable for any losses arising from your account prior to cancellation and shall indemnify and hold harmless TrueWatch, its directors, employees, agents, partners, and suppliers from and against any third-party claims arising from such activities or the cancellation process.

b. TrueWatch will notify you of any outstanding liabilities related to your account prior to cancellation, and you will have the opportunity to resolve such matters before the cancellation is finalized.

Article 11 TrueWatch's Rights and Obligations

11.1 Fee Deduction

TrueWatch reserves the right to directly deduct applicable service fees from your Prepaid Balance based on your consumption, in accordance with this Agreement or applicable billing rules.

11.2 Prepaid Balance and Billing Feature Restrictions

TrueWatch  may suspend, restrict or otherwise control the use of part or all of the Prepaid Balance, Billing Center account, transactions or billing features in any of the following circumstances:

a. where required by Applicable Laws or binding legal orders;

b. where requested or required by competent authorities;

c. where the User’s use of the Services is suspected to violate Applicable Laws, this Agreement or the MSA;

d. where TrueWatch, based on reasonable judgment, believes there is abnormal, unauthorized, fraudulent or suspicious account or transaction activity;

e. where funds, credits or balances have been incorrectly credited to the User’s account, including in circumstances involving potential unjust enrichment;

f. where a substantiated complaint, dispute or claim is made in relation to the User’s account; or

g. where TrueWatch, based on reasonable judgment, identifies any legal, compliance, payment, security, platform integrity or operational risk.

11.3 Notification and Resolution

a. Where practicable, TrueWatch will notify you of such measures and provide information on available resolution or appeal processes.

b. If your appeal is submitted in accordance with applicable procedures and accepted, TrueWatch will promptly lift the relevant restrictions.

c. If no appeal is submitted within the specified timeframe, or if the appeal is not accepted, TrueWatch may continue the restriction or take appropriate actions, including returning funds to the original source or rightful party, where applicable.

Article 12 Personal Information

Your personal information, including any billing, payment, account, device, notification, and transaction-related information processed in connection with this Agreement, will be collected, used, and disclosed in accordance with the applicable Privacy Notice (https://www.truewatch.com/privacy-policy).

12.1 Bank Account Information

Where the Services require the provision of bank account or payment information, such information will be handled in accordance with applicable confidentiality and data protection requirements.

12.2 External Links

TrueWatch platform, TrueWatch Mobile, or Billing Center may contain links to third-party or co-branded websites or services. Such websites may operate under their own privacy notices, which are independent of TrueWatch. TrueWatch is not responsible for the privacy practices of such third parties. The User is encouraged to review the applicable privacy notices before using those websites.

12.3 Security

TrueWatch implements security measures consistent with its published security practices as described at https://www.truewatch.com/security. While reasonable measures are taken, no system can guarantee absolute security.

Article 13 No Service Warranties or Liability Allocation

a. This Agreement governs billing and payment matters only and does not:

 i. provide service warranties;

 ii. define service availability or performance; or

 iii. allocate service-related liability.

b. All such matters are governed exclusively by the applicable MSA and any applicable Service Level Agreement (SLA), which shall prevail in the event of any inconsistency.

Article 14 Notice

a. Subject to this Agreement, you understand and agree that any notices, demands, or other communications required or permitted to be given under this Agreement may be delivered in writing by TrueWatch, at its discretion, through website announcements, electronic mail, SMS, in-site message, TrueWatch Mobile notification, regular mail, or other reasonable means, using the contact details you have provided. TrueWatch is entitled to rely on such contact information as complete, accurate, and up to date.

b. Any notice or demand shall be deemed to have been duly served:

 i. if delivered by hand, on the day of delivery;

 ii. if sent by registered post or courier, five (5) business days after the date of mailing or dispatch; and

 iii. if sent by email, when sent to the latest email address provided by the User, unless the sender receives an automated delivery failure notice.

c. Where a notice is undeliverable due to incorrect or outdated contact information provided by you, such notice shall nevertheless be deemed delivered on the date it was sent.

Article 15 Governing Law and Dispute Resolution

a. This Agreement shall be governed by and construed in accordance with the laws of Singapore.

b. Any dispute arising out of or in connection with this Agreement shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules in force at the time. The tribunal shall consist of one (1) arbitrator. The seat of arbitration shall be Singapore, and the arbitration shall be conducted in English. The arbitral award shall be final and binding on the parties.

c. Notwithstanding the foregoing, and without prejudice to the arbitration agreement above, TrueWatch may seek:

 i. interim, injunctive, or conservatory relief; or

 ii. enforcement of payment or undisputed debt obligations, including after any internal set-off or account adjustment,

in any court of competent jurisdiction, to the extent necessary to protect its rights.