Inventory & Reconciliation Reporting Service Agreement

1.1. By purchasing Synagie’s On-Demand Inventory Reconciliation Reporting Service (the “Service”) via the Synagie Marketplace website, the Client hereby appoints Synagie as a third-party service provider to prepare inventory reconciliation reports under either a Quarterlyor Annual subscription plan, as selected.

1.2. The specific service plans are referenced at:

1. Quarterly: https://synagie.com/marketplace/detail/quarterly-inventory-reconciliation-report

2. Annual: https://synagie.com/marketplace/detail/yearly-inventory-reconciliation-report

2.1. Synagie’s obligations are strictly limited to the following:

1. Extraction and review of inventory data from the Client’s subscribed Synagie SaaS modules or connected systems;
2. Identification and organization of stock records (e.g., SKUs, descriptions, quantities, warehouse locations, valuation if applicable);
3. Reconciliation of system-recorded inventory balances against (i) Client-provided physical count data, or (ii) validated records from connected systems;
4. Identification of inventory variances including overages, shortages, duplications, or misclassifications;
5. Preparation and delivery of a digital reconciliation report.

2.2. The Service excludes:

1. Performing physical stock counts (onsite or remote);
2. Adjusting data within Client’s inventory systems;
3. Investigating root causes of discrepancies;
4. Certifying financial statements or compliance with statutory audit requirements;
5. Providing real-time system integration or continuous monitoring.

3.1. Service scheduling will be mutually agreed and is subject to data completeness and access provision by the Client.

3.2. The reconciliation report will be delivered within fourteen (14) business days from the date Synagie receives all required documentation.

3.3. Synagie shall not be held liable for any delays, fines, costs, or penalties arising from the Client’s failure to provide timely or complete data or from the use of the report for statutory or financial audit purposes.

4.1. The Service Fee covers Synagie’s internal administrative, and reconciliation work only. Additional fees may apply for off-scope services.

4.2. All fees are payable in full prior to the start of the reconciliation process.

4.3. Non-payment or delayed payment may result in suspension or cancellation of the Service without liability to Synagie.

The Client shall:

1. Provide accurate and up-to-date documentation and inventory data for the period of review;
2. Grant Synagie necessary access to relevant systems and records;
3. Respond promptly to clarifications or information requests;
4. Ensure that all data submitted complies with applicable laws and policies.

Failure to comply may result in delays or cancellation of the Service, with no liability borne by Synagie.

6.1. Synagie shall not be liable for indirect, incidental, or consequential losses, including loss of profits, opportunities, or reputational harm;

6.2. The Client assumes all risks arising from use of the reconciliation report or its submission to third parties.

7.1. Synagie may suspend or terminate the Service immediately if:

1. The Client breaches these terms;
2. Payment is not received;
3. Fraudulent, incomplete, or misleading information is provided;
4. Continuation would breach applicable laws or expose Synagie to risk.

7.2. No refunds shall be granted for any cancellation or termination.

The Client shall fully indemnify and hold harmless Synagie, its officers, employees, and affiliates from all claims, losses, penalties, damages, costs (including legal fees) arising from:

1. Client’s breach of this Agreement;
2. Inaccurate, incomplete, or fraudulent data provided by the Client;
3. Third-party claims arising out of the use of the reconciliation report;
4. Regulatory violations resulting from Client’s inventory records.

9.1. Amendments: We may, from time to time and at any time, update or revise these Terms. We will use commercially reasonable methods to notify you of such revisions, such as by posting a revised version on our Platform. Such update or revision is effective upon publication on our Platform. You are responsible for ensuring that you have read the most current version of these Terms. Your continued access and/or use of our Platform will be deemed to constitute your conclusive acceptance of the updated or revised Terms. 

9.2. Governing Law and Dispute Resolution These Terms shall be governed by and construed in accordance with the laws of Singapore. Any disputes, differences or questions arising out of these Terms including the interpretation of the terms herein or with regard to the obligations, failure or breach of any terms thereof by any of the parties and/or compensation/damages payable under these Terms or of any matter whatsoever arising under these Terms, which have not been settled amicably within thirty (30) days from the commencement of informal negotiation, shall be referred by either party to arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("Rules") as presently in force and the award made in pursuance thereof shall be binding on the Parties. The seat of arbitration shall be Singapore. The proceedings of arbitration shall be conducted in English. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the mutual agreement of the parties, failing which the appointment shall be made by the president of the SIAC. The decision or award so given by the arbitrators shall be final and binding on the parties hereto. 

9.3. Entire Agreement: These Terms, together with any referenced documents, represent the full understanding between Synagie and the Client.