Carats.Online

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Terms and Conditions

Carats.Online

Effective Date: 28 April 2026

1. Introduction and Scope

These Terms and Conditions ("Terms") govern the use of Carats.Online ("Carats.Online"), a cloud-based software-as-a-service platform operated by Midarix Technologies Pte. Ltd. (Singapore) ("Company", "we", "us", or "our").

These Terms apply solely to the use of Carats.Online.

By accessing or using Carats.Online, you ("Customer", "you", or "your") agree to be bound by these Terms.

2. Description of Carats.Online

Carats.Online is a software platform designed to support inventory management, invoicing, memos, stock tracking, and related operational workflows, including for gemstone-related businesses.

Carats.Online is provided as a software tool for business operations. Carats.Online may be modified, updated, enhanced, restricted, or improved from time to time.

3. Subscription and Access

Access to Carats.Online is provided on a subscription basis.

Your subscription grants access to Carats.Online in its then-current form, on an "as is" and "as available" basis.

Features, settings, modules, and permissions may vary by customer, plan, configuration, or internal system setup.

We make no representation or warranty, express or implied, regarding:

  • uninterrupted availability
  • error-free operation
  • compatibility with all business processes
  • fitness for a particular purpose
  • accuracy, completeness, or suitability of outputs for your legal, tax, accounting, financial, or regulatory needs

4. Availability, Security, and Infrastructure

We use commercially reasonable efforts to provide and maintain Carats.Online.

However, we do not guarantee:

  • any minimum uptime
  • uninterrupted service
  • recovery within any specific timeframe
  • immunity from bugs, outages, cyber incidents, infrastructure failures, internet failures, hosting failures, or third-party disruptions

You acknowledge that service interruptions may occur, including due to maintenance, updates, third-party infrastructure issues, security events, force majeure events, or matters beyond our reasonable control.

5. Customer Responsibilities

You are solely responsible for your use of Carats.Online and for all business decisions made based on data, reports, calculations, invoices, exports, or outputs generated through Carats.Online.

5.1 Data Accuracy

You are responsible for:

  • the accuracy, completeness, and legality of all data entered into Carats.Online
  • reviewing and verifying prices, quantities, stock movements, invoices, calculations, and records
  • identifying and promptly reporting any suspected issue, inconsistency, or error

5.2 Business Controls

Carats.Online is a supporting operational tool only. It does not replace your internal controls, review procedures, accounting checks, tax review, business judgment, or compliance processes.

5.3 Backups and Records

You are responsible for maintaining your own operational continuity and records, including where relevant:

  • exporting data regularly
  • printing or saving invoices, memos, labels, reports, and related records
  • maintaining fallback procedures where needed
  • keeping manual or offline records when appropriate

6. Offline Use and Connectivity

You acknowledge that internet, Wi-Fi, mobile data, hosting access, and related infrastructure may not always be available or reliable, particularly in exhibitions, travel settings, remote locations, or external venues.

You are responsible for maintaining appropriate offline or fallback procedures where business continuity matters.

7. Reports and Data Export

Carats.Online may provide standard reports, print outputs, and export functions.

You acknowledge that:

  • some information may not be suitable for simple export formats such as Excel or CSV
  • some reports or exports may depend on multiple related datasets, system logic, permissions, or configurations
  • standard exports do not guarantee that all data relationships, business logic, or internal structures can be fully represented in simplified external formats

Additional reports, special exports, custom CSV files, or adjusted output formats may be requested, but any such work may be subject to:

  • additional fees
  • technical feasibility
  • complexity
  • prioritization
  • separate agreement

8. Custom Development and Feature Requests

8.1 No Obligation to Accept

We may, at our sole discretion, accept, reject, defer, reprioritize, or decline any request for a new feature, customization, report, integration, enhancement, or modification.

Nothing in your subscription entitles you to receive any specific new feature, change, or custom work.

8.2 Commercial Evaluation

Any request may be evaluated based on factors including:

  • alignment with the product direction
  • technical feasibility
  • architecture impact
  • maintainability
  • potential value to other customers
  • code complexity
  • testing burden
  • third-party dependency risk
  • business priority

8.3 Pricing

Custom work may be charged on an hourly basis, fixed-fee basis, staged basis, or any other pricing method agreed by us.

You acknowledge that development effort may not directly correlate to visible output, because work may involve architecture review, debugging, refactoring, compatibility work, data migration, testing, deployment, rollback preparation, or third-party coordination.

8.4 Estimates and Timelines

Any estimate, target date, delivery expectation, projection, or development view is indicative only and does not create a binding deadline, guarantee, service level, or delivery commitment.

We shall have no liability for any delay, failure to meet a target timeline, or non-completion of requested work.

8.5 Work Performed and Refunds

Where work has been performed in accordance with the agreed or understood requirements, such work shall be treated as performed and chargeable, even if:

  • you later change your mind
  • business priorities change
  • requirements evolve
  • additional complexity is discovered
  • you decide not to proceed further

Fees paid for work performed are non-refundable.

If requirements change, or if additional complexity or unforeseen issues arise, we may:

  • renegotiate scope
  • revise pricing
  • charge additional fees
  • pause work
  • propose an alternative
  • decline further work
  • agree how to close the matter

If we determine that delivery is not reasonably possible due to unforeseen technical, architectural, compatibility, or system-risk issues, we may, at our sole discretion, offer a full or partial refund of amounts paid for the unfinished portion of that specific work.

Any refund, credit, or partial reimbursement shall be your sole and exclusive remedy in relation to that work.

8.6 Ownership and Reuse

Unless expressly agreed otherwise in writing, all features, code, improvements, workflows, reports, exports, integrations, logic, developments, and related intellectual property created by us remain our exclusive property.

Any feature, functionality, or development funded in whole or in part by one customer may be reused, modified, exposed, withheld, adapted, or made available to other customers at our sole discretion.

No feature is exclusive to you unless we expressly agree otherwise in writing.

9. Third-Party Services and Integrations

Carats.Online may interface with or depend on third-party services, APIs, platforms, libraries, gateways, infrastructure providers, or external software.

We do not guarantee:

  • availability of any third-party service
  • continued compatibility
  • uninterrupted access
  • accuracy of third-party outputs
  • future support for any integration
  • continued operation following changes made by a third party

Any change by a third-party provider may require additional work, which shall be treated as new customization or enhancement work and may be subject to separate fees and feasibility review.

We are not liable for any issue caused in whole or in part by any third-party system or provider.

10. Data Ownership and Data Roles

You retain ownership of your Customer Data.

You act as the data controller.

We process data solely for the purpose of providing Carats.Online and in accordance with customer instructions.

You are responsible for ensuring lawful collection and use of your data.

11. Data Retention and Termination

You are responsible for exporting any data you wish to retain before termination.

We may retain or delete data in accordance with operational practices, backup cycles, and legal requirements.

We are not responsible for retaining data indefinitely.

12. Intellectual Property

All intellectual property rights in Carats.Online remain exclusively owned by the Company or its licensors.

Nothing in these Terms transfers ownership of Carats.Online to you.

13. Support

Support may be provided via email or other channels as made available.

Support is provided on a reasonable efforts basis only.

We may prioritize, defer, or schedule issues at our sole discretion.

No guaranteed response or resolution times apply.

14. Financial, Tax, Accounting, and Regulatory Disclaimer

Carats.Online is not a certified accounting, tax, compliance, or regulatory system.

It is not designed to satisfy requirements in all jurisdictions.

Outputs are for operational use only.

You are responsible for:

  • legal and regulatory compliance
  • verifying outputs
  • engaging qualified professionals where required

15. Service Modifications

We may modify, suspend, restrict, or discontinue any part of Carats.Online at any time without liability.

16. Limitation of Liability

To the maximum extent permitted by law, we shall not be liable for:

  • loss of profits, revenue, or business
  • loss, corruption, or inaccuracy of data
  • indirect, incidental, or consequential damages

Our total liability shall not exceed fees paid in the three (3) months preceding the claim.

This limitation applies regardless of legal theory.

17. Force Majeure

We are not liable for events beyond our reasonable control.

18. Relationship of the Parties

Nothing creates a partnership, agency, or employment relationship.

19. Eligibility

Carats.Online is intended for business use.

Users must be at least 18 years old.

20. Governing Law and Jurisdiction

These Terms are governed by the laws of Singapore.

Disputes are subject to the exclusive jurisdiction of Singapore courts.

21. Changes to These Terms

We may update these Terms from time to time.

Continued use constitutes acceptance.

22. Contact

For general inquiries, you may contact:

Midarix Technologies Pte. Ltd.
68 Circular Road #02-01
Singapore 049422

support@carats.online

About Carats.Online

Carats.Online is an inventory and operations system designed for gemstone businesses.

It focuses on practical workflows for stock, invoices, memos, labels, and reporting.

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68 Circular Road, #02-01,
Singapore, 049422

© 2026 Carats.Online. All rights reserved. Operated by Midarix Technologies Pte. Ltd. (Singapore)