Legal
MOSAIC Standard Terms and Conditions
Updated: 26 June 2026
Applies to all MOSAIC Programs
These Standard Terms and Conditions ("Standard Terms") govern all MOSAIC SaaS Order Forms issued by Yojee Pte Ltd. Where any provision in an Order Form conflicts with these Standard Terms, the Order Form prevails.
1. DEFINITIONS
In these Standard Terms and any Order Form that incorporates them, the following definitions apply:
"Agreement" means the applicable Order Form together with these Standard Terms, all Schedules, and Yojee's Privacy and Data Protection Policy at www.yojee.com/legal-privacy-policy.
"Authorised Users" means Customer's employees, contractors, and agents permitted by Customer to access the Software under the Agreement.
"Billing Date" means the date on which Yojee notifies Customer in writing that the Customer environment is Production Ready and commercial use of the Software commences.
"Business Day" means any day other than a Saturday, Sunday, or Singapore public holiday.
"Confidential Information" means any non-public information disclosed by one Party to the other that is marked confidential or that a reasonable person would consider confidential given its nature.
"Customer Data" means all data and content uploaded to or processed through the Software by or on behalf of Customer.
"Documentation" means Yojee's standard written user documentation for the Software, made available at yojee.com or within the Software.
"Fees" means the per-Job usage fees and any other amounts payable under the Agreement, as set out in the applicable Schedule 1 of the Order Form.
"Intellectual Property Rights" means all patents, copyrights, trade marks, trade secrets, database rights, and all other IP rights of any kind, registered or unregistered, worldwide.
"Job" means a single discrete transaction processed through the Software, as determined by Yojee from time to time.
"Onboarding Period" means the period from the Order Form effective date to the Billing Date.
"Personal Data" has the meaning given in the Personal Data Protection Act 2012 (Singapore) ("PDPA").
"Software" means MOSAIC, Yojee's AI-native SaaS freight forwarding and customs platform, including all updates and new features made generally available during the Term.
"Term" means the Onboarding Period plus the program term as specified in the Order Form, unless earlier terminated.
"Yojee" means Yojee Pte Ltd (Registration No. 201602359D), 10 Anson Road, #05-01, International Plaza, Singapore 079903.
2. SOFTWARE LICENSE
2.1 Licence Grant
Subject to the terms of the Agreement and payment of all Fees when due, Yojee grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the Term, solely for Customer's internal business operations.
2.2 Restrictions
Customer must not, and must ensure Authorised Users do not: (a) sublicence, resell, or make the Software available to any third party other than Authorised Users; (b) copy, modify, or create derivative works based on the Software; (c) reverse-engineer, decompile, or attempt to derive the Software's source code, except as permitted by applicable law; (d) remove or obscure any proprietary notices; (e) use the Software to build a competing product or service; or (f) use the Software in any way that violates applicable laws or Yojee's Acceptable Use Policy (Schedule A).
2.3 Authorised Users
Customer is responsible for all Authorised Users' compliance with the Agreement and must notify Yojee promptly of any unauthorised access or suspected security breach.
3. FEES AND PAYMENT
3.1 Onboarding Period
Fees payable during the Onboarding Period, if any, are as set out in the applicable Order Form.
3.2 Fees from Billing Date
From the Billing Date, Fees are calculated per Job at the applicable rate and payment terms set out in the Order Form.
3.3 Disputed Invoices
Customer must notify Yojee of any disputed charge within 14 days of it arising. The Parties will work in good faith to resolve disputes promptly.
3.4 Late Payment
For amounts invoiced separately (including Out-of-Scope Services), undisputed amounts not paid by the due date accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower), compounding monthly. Yojee may suspend access on 14 days' written notice if undisputed invoiced Fees remain unpaid.
3.5 Taxes
Fees are exclusive of applicable taxes (including GST/VAT). Customer is responsible for all taxes arising from the Agreement, other than taxes on Yojee's net income.
3.6 Out-of-Scope Consulting
Engagements outside standard MOSAIC onboarding and operation — including bespoke integrations, custom development, and professional services beyond standard configuration — are billable at the out-of-scope rate set out in the applicable Order Form. Yojee will not commence such work without Customer's prior written approval (email sufficient).
4. TERM AND TERMINATION
4.1 Term
The Agreement commences on the Order Form effective date and continues until the end of the program term as specified in the Order Form, unless terminated earlier in accordance with this clause.
4.2 Termination During the Onboarding Period
During the Onboarding Period, either Party may terminate the Agreement for convenience on 30 days' written notice to the other Party.
4.3 Termination for Cause
Either Party may terminate the Agreement immediately on written notice if: (a) the other Party materially breaches the Agreement and fails to cure that breach within 30 days of written notice specifying the breach; or (b) the other Party becomes insolvent, enters liquidation or receivership, or makes a general assignment for the benefit of creditors.
4.4 Effect of Termination
On termination or expiry: (a) all licences cease immediately; (b) Customer may export Customer Data for 30 days; (c) Yojee will delete Customer Data after 30 days unless required by law; and (d) accrued obligations, confidentiality, IP, liability, and general provisions survive.
5. CUSTOMER OBLIGATIONS
5.1 Account Information
Customer must provide accurate, complete information when creating its account and keep that information current.
5.2 Security
Customer is responsible for all activities under its account credentials and must maintain reasonable security practices. Customer must notify Yojee immediately upon becoming aware of any unauthorised use of its account.
5.3 Connectivity
Customer is responsible, at its cost, for the hardware, software, and internet connectivity needed to access the Software (minimum: stable internet connection and current supported browser).
5.4 Compliance
Customer must comply with all laws applicable to its use of the Software, including export controls, privacy laws, and customs and trade regulations.
6. INTELLECTUAL PROPERTY
6.1 Yojee IP
The Software and all Intellectual Property Rights in it remain Yojee's exclusive property. Customer acquires no ownership interest in the Software.
6.2 Customer Data
Customer owns all Customer Data. Customer grants Yojee a non-exclusive, royalty-free licence to process Customer Data solely to provide and improve the Software during the Term.
6.3 Aggregate Data
Yojee may use anonymised, aggregated data derived from Customer's use of the Software for product development and benchmarking. Such data will not identify Customer or any individual.
6.4 Feedback
Any feedback Customer provides about the Software is granted to Yojee on a perpetual, royalty-free licence without obligation to Customer.
7. CONFIDENTIALITY
7.1 Obligations
Each Party will: (a) keep the other Party's Confidential Information strictly confidential; (b) use it only for the purposes of the Agreement; and (c) disclose it only to those who need to know and are bound by equivalent confidentiality obligations.
7.2 Exclusions
Obligations do not apply to information that: (a) is or becomes publicly available other than through breach; (b) was already known to the recipient without restriction; (c) was independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, provided prompt prior written notice is given where permitted.
7.3 Survival
Confidentiality obligations survive termination of the Agreement for five (5) years.
8. DATA PROTECTION
8.1 Roles
Customer is the data controller and Yojee is the data processor in respect of Personal Data in Customer Data. Each Party will comply with its obligations under the PDPA and applicable data protection laws.
8.2 Yojee's Processing Obligations
Yojee will: (a) process Personal Data only on Customer's documented instructions; (b) implement appropriate technical and organisational security measures; (c) not transfer Personal Data outside Singapore without Customer's written consent, unless required by law; (d) notify Customer promptly of any confirmed Personal Data breach; and (e) on termination, delete or return Personal Data as directed by Customer within 30 days.
8.3 Information Security
Yojee holds ISO 27001 certification and will maintain this certification throughout the Term, notifying Customer promptly if that certification lapses.
9. WARRANTIES AND DISCLAIMER
9.1 Yojee's Warranties
Yojee warrants that: (a) the Software will substantially conform to the Documentation under normal use; and (b) services will be performed with reasonable skill and care.
9.2 Customer's Warranties
Customer warrants that: (a) it has full authority to enter into the Agreement; (b) Customer Data complies with applicable laws; and (c) Customer's use of the Software will not infringe any third party's rights.
9.3 Disclaimer
EXCEPT AS EXPRESSLY STATED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE". YOJEE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOJEE DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Consequential Loss
Neither Party will be liable for any indirect, incidental, special, consequential, or punitive loss or damage, including loss of profits, loss of revenue, loss of business, loss of data, or loss of goodwill, however arising, even if advised of the possibility of such loss.
10.2 Aggregate Cap
Each Party's total aggregate liability will not exceed the total Fees paid or payable by Customer in the twelve (12) months immediately before the event giving rise to the claim. Where the claim arises during an Onboarding Period, Yojee's aggregate liability will not exceed SGD 1,000.
10.3 Exceptions
The limitations in this clause do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) liability that cannot be excluded by applicable law; or (d) Customer's obligation to pay Fees properly due.
10.4 Basis of the Bargain
The Parties acknowledge that these limitations reflect a reasonable allocation of risk and have been taken into account in determining the Fees.
11. INDEMNIFICATION
11.1 Yojee's Indemnity
Yojee will defend Customer against any third-party claim that the Software infringes that third party's Intellectual Property Rights, and will indemnify Customer against damages and costs awarded, provided Customer: (a) gives Yojee prompt written notice; (b) gives Yojee sole control of the defence; and (c) provides reasonable assistance at Yojee's cost. If infringement is likely, Yojee may modify the Software, obtain a licence, or terminate and refund pre-paid Fees.
11.2 Customer's Indemnity
Customer will defend and indemnify Yojee against any third-party claim arising from: (a) Customer's breach of the Agreement; (b) Customer Data infringing a third party's rights; or (c) Customer's wilful misconduct.
11.3 Exclusions
Yojee's indemnity does not apply where infringement arises from modifications by anyone other than Yojee, use in combination with non-approved third-party software, or use outside the permitted scope.
12. BETA AND EARLY-ACCESS FEATURES
From time to time, Yojee may make beta or early-access features available. These are provided for evaluation purposes, may not work as expected, and Yojee is not responsible for issues caused by them. Yojee may discontinue any beta feature at any time without notice.
13. THIRD-PARTY SERVICES
The Software may operate with or use third-party APIs or services. Yojee is not responsible for their operation or availability. Customer is responsible for complying with the terms of any third-party services used in connection with the Software.
14. GENERAL
14.1 Entire Agreement
The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior communications. Neither Party has relied on any representation not contained in the Agreement.
14.2 Amendments
Yojee may update these Standard Terms by giving Customer 30 days' prior written notice (including by posting an updated version at yojee.com/legal-mosaic-terms and notifying Customer by email). Continued use of the Software after the effective date constitutes acceptance. If Customer does not accept a material change, it may terminate for convenience within the notice period without an exit fee.
14.3 Assignment
Customer may not assign the Agreement without Yojee's prior written consent. Yojee may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets, on prior written notice to Customer.
14.4 Waiver and Severability
A failure to exercise any right is not a waiver. No waiver is effective unless in writing. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary; remaining provisions continue in full force.
14.5 Force Majeure
Neither Party is liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, pandemic, or third-party infrastructure failure. The affected Party must promptly notify the other and use reasonable efforts to mitigate.
14.6 Relationship of the Parties
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship.
14.7 Notices
Notices must be in writing and sent by email to Customer at the address in the Order Form and to Yojee at commercial@yojee.com. Email notices are effective on the day sent, unless a delivery failure is received.
14.8 Electronic Acceptance
Electronic signature, clicking "I Accept", or continued use of the Software following receipt of an Order Form constitutes a legally binding acceptance under the Electronic Transactions Act (Cap 88) of Singapore.
14.9 Governing Law and Disputes
The Agreement is governed by the laws of Singapore. Any dispute will first be referred to senior representatives for good-faith negotiation for 20 Business Days. If unresolved, the dispute will be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Rules then in force. Seat: Singapore. Language: English. Tribunal: one arbitrator.
14.10 No Third-Party Rights
The Agreement does not confer rights on any third party. The Contracts (Rights of Third Parties) Act (Cap 53B) does not apply.
14.11 Anti-Bribery and Anti-Corruption
Each Party will comply with all applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act (Cap 241) of Singapore. Neither Party will directly or indirectly offer, give, request, or accept any bribe or improper payment in connection with the Agreement.
SCHEDULE A - ACCEPTABLE USE POLICY
Customer and Authorised Users must not use the Software to:
(a) store, transmit, or process content that is unlawful, harmful, defamatory, obscene, or that infringes third-party rights;
(b) introduce viruses, malware, or other harmful code;
(c) attempt to gain unauthorised access to the Software or Yojee's systems;
(d) conduct automated large-scale data scraping without Yojee's prior written consent;
(e) interfere with or disrupt the integrity or performance of the Software;
(f) circumvent or disable any security or access controls;
(g) use the Software in connection with illegal, fraudulent, or sanctions-violating activity; or
(h) violate any applicable export control or trade compliance laws.
Yojee may suspend Customer's access if it reasonably believes a breach of this policy is occurring, pending investigation and resolution.
SCHEDULE B - BADGE LICENSE
Upon execution of an Order Form, Yojee grants Customer a non-exclusive, non-transferable, royalty-free licence to display the applicable MOSAIC program badge (the "Badge") while Customer remains a Founding Partner or Founding Member in good standing.
Permitted use: Customer's website, email signatures, social channels, and marketing materials to identify Customer's program status.
Conditions: Customer must use the Badge only in the form provided by Yojee, must not alter it, and must not use it to imply any endorsement beyond program status.
Termination: This licence terminates automatically if Customer ceases to be in good standing. Customer must remove the Badge within 30 days of such cessation.
SCHEDULE C - SERVICE LEVEL SUMMARY
Key SLA metrics by program. Full SLA terms and response targets are set out in Schedule 2 of the applicable Order Form.
SLA Exclusions: the Uptime Target excludes (a) Scheduled Maintenance; (b) Customer acts or omissions; (c) third-party infrastructure failures outside Yojee's control; or (d) Force Majeure events. A single system recovery event that does not exceed the Recovery Time Objective will not in itself constitute a breach of the Monthly Uptime Target.