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Terms of Service

Effective 15 April 2026

These Terms of Service (“Terms”) govern all services provided by Innolabs. “Innolabs”, “we”, “us” or “our” means the entity named as the contracting party in your order, quotation, statement of work, or invoice — see Contracting Entity below. “You” or “Client” means the natural or legal person purchasing services.

By signing a quotation, accepting a proposal, paying an invoice, or continuing to use a subscription, you agree to these Terms and to the Privacy Policy.

1. Contracting entity

Innolabs operates through two legal entities:

  • Innolabs KH Co., Ltd. — a Cambodia private limited company (Reg. 00016147), registered office at Kruos Village, Svay Dangkum Commune, Siem Reap Province 171202, Cambodia (“Innolabs KH”).
  • Innolabs Pte. Ltd. — a Singapore private company limited by shares (UEN 202615963K), registered office at 25 International Business Park, #04-103L, German Centre, Singapore 609916 (“Innolabs SG”).

Each quotation, order form, or statement of work identifies which entity is the contracting party. Unless the document states otherwise, clients established in Cambodia contract with Innolabs KH; clients established outside Cambodia contract with Innolabs SG. The contracting entity is solely responsible for performing its obligations under your agreement; the other entity has no liability to you.

2. Order of precedence

If there is a conflict between documents, the order of precedence is: (1) a signed master services agreement, (2) the signed quotation or statement of work, (3) these Terms, (4) the Privacy Policy. A signed document prevails over an unsigned one.

3. Scope of services

We provide the services described in your quotation or statement of work, which may include consulting, Odoo ERP implementation and customization, cloud hosting, Point of Sale solutions, hardware procurement and integration, training, and ongoing support. We commit to professional care and skill. Unless expressly stated, our obligations are obligations of means and not obligations of result.

4. Fees and payment

  • Invoices are payable within 14 calendar days of the invoice date.
  • Prices are exclusive of VAT, GST, withholding tax, and other applicable taxes.
  • Payment is due in the currency stated on the invoice. Bank charges are borne by the payer.
  • Fees are non-refundable once services have been delivered or a billing period has started, except as expressly provided in these Terms.

5. Late payment

If an invoice is not paid by its due date:

  • We may charge interest at 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), accruing daily from the due date until full payment.
  • We may suspend services, including access to hosted systems, upon 7 days’ written notice.
  • After 60 days of non-payment, we may terminate the agreement and refer the debt for collection. You will bear reasonable collection costs, legal fees, and court or arbitration costs incurred.

6. Withholding tax

If your jurisdiction requires withholding tax on payments to us, you are responsible for paying it to the relevant tax authority. The invoiced amount is the net amount payable to us; any withholding tax must be grossed up so that we receive the full invoice amount. You must provide withholding tax certificates on request.

7. Subscription services

Subscription services (including Point of Sale, Cloud Hosting, and other recurring offerings) are billed in advance on a monthly or annual basis as stated in your order. Subscriptions renew automatically for successive terms unless cancelled in writing at least 30 days before the end of the current term.

If a subscription invoice is not paid by the due date, we may suspend the service after a grace period, and terminate the subscription if payment remains outstanding. On termination, we will retain your data for a reasonable period to allow export, after which the data will be permanently deleted. We will use reasonable efforts to assist with data export.

8. Intellectual property

8.1 Custom development and services

For bespoke development, customization, or consulting deliverables created specifically for you under a statement of work, ownership of the deliverables transfers to you upon full payment of the related invoices. We retain ownership of all pre-existing intellectual property, tools, libraries, frameworks, and know-how used to produce the deliverables (“Background IP”). We grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use our Background IP to the extent embedded in the deliverables.

8.2 Subscription products and platforms

All intellectual property in our subscription products, platforms, and hosted services — including Point of Sale, Cloud Hosting, and other SaaS offerings — remains the exclusive property of Innolabs. You receive a non-exclusive, non-transferable right to use the product during the subscription term, subject to these Terms and any applicable product documentation.

8.3 Third-party software

Services may rely on third-party software (including Odoo). Your use of such software is subject to the licensor’s own terms. We are not responsible for third-party software behaviour or licensing changes.

8.4 Your data

You retain ownership of all data you provide to us. You grant us a limited licence to process it solely to provide the services.

9. Confidentiality

Each party will keep the other’s non-public business, technical, and commercial information confidential, use it only to perform the agreement, and protect it with at least the same care it uses for its own confidential information. This obligation continues for three years after termination, except for trade secrets, which remain protected for as long as they qualify as such under applicable law. Standard exclusions apply for information that is public, independently developed, lawfully received from a third party, or required to be disclosed by law.

10. Data protection

Where we process personal data on your behalf, we act as a data processor and you act as the data controller. Our processing is governed by our Privacy Policy and, where required, a separate Data Processing Agreement (“DPA”) that forms part of your contract. We comply with the EU General Data Protection Regulation (GDPR), the Singapore Personal Data Protection Act (PDPA), and applicable Cambodian data protection requirements. International transfers of personal data from the EEA rely on Standard Contractual Clauses or another lawful transfer mechanism.

11. Warranties and disclaimers

We warrant that the services will be performed with reasonable care and skill by qualified personnel. Except for this warranty and any warranty expressly given in your signed agreement, services and products are provided “as is” and “as available”. To the maximum extent permitted by law, we disclaim all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

12. Limitation of liability

To the maximum extent permitted by applicable law:

  • Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profit, revenue, goodwill, business opportunity, or data.
  • Our total aggregate liability arising out of or related to the services, whether in contract, tort, or otherwise, is capped at the greater of (a) the fees paid by you to the contracting entity under the relevant agreement in the twelve (12) months preceding the event giving rise to the claim, or (b) US$10,000.

The limitations above do not apply to: (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, (iii) gross negligence or wilful misconduct, (iv) indemnification obligations for intellectual property infringement under clause 13, (v) breach of confidentiality under clause 9, or (vi) any liability that cannot be excluded by law.

13. IP indemnification

We will defend you against any third-party claim that deliverables we created specifically for you infringe that third party’s intellectual property rights, and pay damages finally awarded, provided you notify us promptly, give us sole control of the defence, and reasonably cooperate. We have no obligation for claims arising from (i) your modification of deliverables, (ii) combination with non-Innolabs materials, (iii) use contrary to our instructions, or (iv) open-source or third-party components supplied under their own licences.

14. Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemic, strikes, internet or power outages, telecommunications failures, cyberattacks, or acts of government. The affected party will notify the other promptly and resume performance as soon as reasonably practicable.

15. Term and termination

Fixed-scope engagements run until the deliverables are accepted or the statement of work expires. Subscriptions run for the term stated in your order. Either party may terminate for material breach that is not cured within 30 days of written notice. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, or ceases operations. Clauses that by their nature should survive termination (including fees owed, IP, confidentiality, data protection, liability, and dispute resolution) survive termination.

16. Complaints

Complaints about delivered work must be submitted in writing within 8 days of delivery for visible issues and 30 days for latent defects. Send complaints to [email protected] or to the registered office of the contracting entity. Submitting a complaint does not suspend your payment obligations.

17. Governing law and dispute resolution

  • Contracts with Innolabs KH are governed by the laws of the Kingdom of Cambodia. Any dispute that cannot be resolved amicably within 30 days will be finally settled by arbitration at the National Commercial Arbitration Centre (NCAC) in Phnom Penh under its rules then in force. The seat of arbitration is Phnom Penh. The language is English.
  • Contracts with Innolabs SG are governed by the laws of the Republic of Singapore. Any dispute that cannot be resolved amicably within 30 days will be finally settled by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules then in force. The seat of arbitration is Singapore. The language is English.

Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

18. General

  • Assignment: You may not assign without our written consent. We may assign to an affiliate or to a successor in a merger, acquisition, or sale of assets.
  • Notices: Written notices must be sent to the registered office of the contracting entity and to [email protected]. Email notice is sufficient except for notices of termination or claim.
  • Entire agreement: Your signed order, any master services agreement, these Terms, and the Privacy Policy form the entire agreement and supersede any prior understanding.
  • Severability: If any provision is held unenforceable, the remainder continues in full force.
  • No waiver: A failure to enforce a right is not a waiver of that right.
  • Independent contractors: The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship.
  • Updates: We may update these Terms from time to time. The current version is always at innolabs.dev/terms. Material changes affecting active subscriptions will be notified at least 30 days in advance.

19. Contact

[email protected] · [email protected]

Innolabs KH Co., Ltd. — Cambodia · Innolabs Pte. Ltd. — Singapore