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Numenor Sing

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Terms and Conditions

Effective Date: August 12, 2025

Welcome to Numenor Sing PTE. LTD. (“Numenor”, “we”, “our”, “us”). These Terms and Conditions (“Terms”) govern your use of our website www.numenorsing.com (“Site”) and any products, platforms, and professional services we provide, including technology that enables aerial data processing, 3D digital twins, analytics, and enterprise integrations (collectively, the “Services”).

1) Company Information

Numenor Sing PTE. LTD. (UEN: 202502345H)
11 Collyer Quay, #11-06, The Arcade, Singapore 049317
Phone: +65 8024 9176  |  Email: info@numenorsing.com

2) Acceptance of Terms

By accessing the Site or using the Services, you agree to these Terms and our Privacy Policy and Cookies Policy. If you are using the Services on behalf of an organisation, you represent that you are authorised to bind that organisation. If you do not agree, do not use the Site or Services.

3) Scope of Services

Numenor provides software platforms, APIs, integrations, hosting, data processing pipelines, and related professional services. Where flight operations or field capture are involved, they are performed by you or your appointed partners unless expressly contracted with Numenor in a signed Statement of Work (“SOW”). All service details (deliverables, formats, timelines, SLAs, fees) are defined in an Order, Proposal, or SOW (each an “Order”). In case of conflict, the Order prevails over these Terms.

4) Eligibility and Account

You must have legal capacity to contract and, where applicable, create an account with accurate information. You are responsible for safeguarding your credentials and all activities under your account.

5) Orders, Changes, and Cancellations

  • Orders: An Order is binding upon written acceptance by both parties (including email confirmation).
  • Changes: Material changes to scope, sites, formats, or schedules require a written change order and may affect fees and timelines.
  • Cancellations/Postponements: You may cancel or postpone subject to reasonable charges for time incurred, non-refundable costs, and reserved resources.

6) Fees, Invoicing, and Taxes

  • Fees are as stated in the Order. Unless noted otherwise, prices exclude all taxes, duties, and levies.
  • Invoices are due within 15 calendar days from the invoice date unless the Order specifies otherwise.
  • Late payments may accrue interest at 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.
  • You are responsible for applicable taxes (GST/VAT/withholding). We will provide valid tax invoices as required.

7) Deliverables, Acceptance, and SLAs

  • Deliverables: Formats, accuracy targets, and hosting locations are defined in the Order (e.g., LAS/LAZ, GeoTIFF, OBJ/FBX, hosted viewers, APIs).
  • Acceptance: Unless the Order defines a different process, deliverables are deemed accepted if no written, reasonable rejection is received within 5 business days of delivery.
  • Service Levels: If SLAs are provided, they are specified in the Order. Otherwise, Services are provided on a commercially reasonable efforts basis.

8) Client Responsibilities

  • Provide timely information, access, and approvals required to perform the Services.
  • Obtain and maintain all necessary permits, consents, and regulatory approvals for flight operations (when you or your partners conduct capture).
  • Ensure data you provide does not infringe third-party rights and complies with applicable laws.
  • Maintain suitable backups of your own systems and content.

9) Compliance and Safety

All operations must comply with applicable laws, including aviation rules, geospatial restrictions, export controls, sanctions, and data protection requirements. Numenor may refuse or suspend work that compromises safety or legal compliance.

10) Intellectual Property

  • Numenor IP: All rights in our software, platforms, algorithms, documentation, and know-how remain with Numenor and its licensors.
  • Your Data: You retain rights to data you provide. You grant Numenor a non-exclusive licence to use such data solely to provide the Services and improve quality assurance and security.
  • Deliverables: Upon full payment, you receive a non-exclusive, non-transferable licence to use the deliverables for your internal business purposes as stated in the Order. Unless the Order permits, you may not resell or sublicense the deliverables.
  • Restrictions: You will not reverse engineer, decompile, or attempt to derive source code; remove proprietary notices; or use the Services for benchmarking or competing product development without our consent.

11) Third-Party Software and Content

The Services may include or interoperate with third-party tools, data, or open-source components subject to their own terms. You are responsible for obtaining necessary third-party rights where required.

12) Confidentiality

Each party may access the other’s confidential information. The receiving party will use such information only for performing the Agreement, protect it with reasonable care, and not disclose it to third parties except to personnel and service providers under confidentiality obligations or as required by law.

13) Data Protection and Security

  • We handle personal data in accordance with the Singapore PDPA and our Privacy Policy.
  • We implement administrative, technical, and physical safeguards, including access controls and encryption in transit (and at rest where appropriate).
  • Cross-border transfers may occur; we take steps to ensure a standard of protection comparable to the PDPA.

14) Warranties and Disclaimers

  • We warrant that we will perform Services with reasonable care and skill.
  • Except as expressly stated in the Order, the Services and Site are provided “as is” without warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • Analytics, models, and simulations are based on inputs and assumptions; they are decision-support tools and do not guarantee specific outcomes.

15) Limitation of Liability

  • To the fullest extent permitted by law, neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or loss of profit, revenue, data, or business.
  • Except for amounts you owe, breach of confidentiality, or infringement of IP rights, each party’s aggregate liability arising out of the Agreement is limited to the total fees paid or payable by you for the specific Order giving rise to the claim in the twelve (12) months preceding the event.

16) Indemnity

  • By You: You will indemnify and hold Numenor harmless from third-party claims arising from (a) your data or instructions, (b) your breach of these Terms or applicable laws, or (c) flight operations conducted by you or your partners.
  • By Numenor: We will indemnify you against third-party claims alleging that our proprietary software, when used as permitted, infringes intellectual property rights, subject to standard exclusions (e.g., combinations not provided by us, unsupported modifications, or use after notice).

17) Suspension and Termination

  • We may suspend the Services for legal, security, or non-payment reasons with notice where practicable.
  • Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent.
  • Upon termination, you will pay for Services performed up to the effective date. Sections intended to survive (e.g., IP, confidentiality, liability limits) will continue.

18) Force Majeure

Neither party is liable for failure or delay due to events beyond reasonable control, including weather, natural disasters, war, terrorism, labour disputes, government actions, power or Internet failures, or major supplier outages.

19) Anti-Bribery and Sanctions

Each party will comply with applicable anti-bribery, anti-corruption, and sanctions laws and maintain controls to prevent improper payments or dealings with sanctioned parties.

20) Export Control

The Services and deliverables may be subject to export, re-export, or import control laws. You agree to comply with such laws and not to use or transfer the Services contrary to applicable restrictions.

21) Subcontracting and Assignment

We may use vetted subcontractors and service providers to deliver the Services. Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.

22) Notices

Legal notices must be in writing and sent to the addresses set out in the Order or to our registered address. Email notices are effective upon confirmation of receipt.

23) Changes to These Terms

We may update these Terms for legal or operational reasons. The updated Terms will be posted on the Site with the new effective date. Material changes will, where required, be notified to you.

24) Governing Law and Jurisdiction

These Terms are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore.

25) Entire Agreement; Order of Precedence

These Terms together with any Order constitute the entire agreement between the parties and supersede prior discussions on the subject matter. If there is a conflict, the Order prevails, then these Terms, then any other referenced documents.

26) Miscellaneous

  • Severability: If any provision is unenforceable, the remainder remains in effect.
  • No Waiver: A failure to enforce a provision is not a waiver of that provision.
  • No Third-Party Beneficiaries: These Terms do not create rights for any third party.

27) Contact

Questions about these Terms:
Numenor Sing PTE. LTD.
11 Collyer Quay, #11-06, The Arcade, Singapore 049317
Phone: +65 8024 9176
Email: info@numenorsing.com

Note: This template is for general informational purposes and does not constitute legal advice. Please seek legal counsel to adapt these Terms to your specific operations, risk profile, and regulatory environment.