Terms of Service

TERMS OF SERVICE (PUBLIC OFFER)

SABAI ECOVERSE PTE. LTD.

Version 1.0

Effective: 02 October 2025

1. AGREEMENT AND ACCEPTANCE

1.1. These Terms of Service (the “Terms”) are a standing offer of SABAI ECOVERSE PTE. LTD., a private limited company incorporated in Singapore, UEN 202346091R, with its registered office at 531 Upper Cross Street, #02-11, Hong Lim Complex, Singapore 050531, operating under the “Sabai Protocol” brand at https://sabaiprotocol.com (the “Provider”, “we”, “us”), addressed to any legal entity or individual wishing to purchase the Services (the “Client”, “you”).

1.2. A binding agreement between the Provider and the Client (the “Agreement”) is formed, without any signature, at the earlier of: (a) the moment the Client pays, in full or in part, an invoice issued by the Provider that refers to these Terms; or (b) the moment the Provider sends the Client a written confirmation of the Client’s order.

1.3. These Terms are identified by the version number and publication date stated at the head of this document. The Provider may amend these Terms at any time by publishing a new version with a new publication date. Amendments take effect upon publication, have no retroactive effect, and do not apply to Services already paid for or already in progress. Previous versions are retained by the Provider.

1.4. The Agreement consists of these Terms, the relevant invoice and any scope of work confirmed by the Parties by email. If they conflict, the invoice and the confirmed scope prevail over these Terms in what concerns the description of the Services, fees and timelines.

2. SERVICES

2.1. The Provider renders management consultancy services and software and application development services, which may include: oral consultations (by video call or otherwise); written answers, memoranda, research and expert opinions; analysis, structuring and support of business models, corporate, operational and technological processes, including in the field of asset tokenization and distributed ledger technologies; design, development, configuration, integration, testing, maintenance and support of software, applications, web services, databases, interfaces and smart contracts; technical documentation, specifications and architecture design; preparation of informational, analytical, marketing and training materials; project and process management; representation of the Client before third parties where separately agreed; and any other related services and deliverables (the “Services”).

2.2. The list in Section 2.1 is not exhaustive. The Provider may render any other lawful services agreed by the Parties in the invoice or in correspondence, and such services are equally governed by these Terms.

2.3. The specific scope, deliverables, fees and estimated timeline of each engagement are set out in the invoice and/or in the Provider’s order confirmation email.

2.4. The Services are provided remotely unless otherwise agreed. Deadlines communicated by the Provider are good-faith estimates and depend on timely input from the Client.

3. NO LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE

3.1. The Services are of an informational, organisational and technical nature. They are not, and must not be treated as: legal advice or legal services; tax or accounting advice; audit; investment, financial or securities advice; or an offer, solicitation or recommendation to buy, sell or hold any token, security or other asset.

3.2. The Provider is not a law practice and is not licensed or regulated by the Monetary Authority of Singapore or any other financial regulator. Nothing in the Services constitutes a regulated activity, and the Provider will not perform any service that would require such a licence.

3.3. All decisions based on the deliverables remain the Client’s own. Before implementing any structure discussed in the deliverables, the Client should obtain advice from licensed professionals (lawyers, tax advisers, auditors, licensed financial advisers) in each relevant jurisdiction.

4. ELIGIBILITY

4.1. By accepting these Terms the Client confirms that: (a) if an individual, the Client is at least 18 years old and has full legal capacity; (b) if a legal entity, it is duly incorporated and validly existing, and the person placing the order is authorised to bind it.

4.2. The Client further confirms that neither the Client nor any of its beneficial owners: (a) is subject to sanctions of the United Nations, Singapore, the European Union, the United Kingdom or the United States; (b) is located, incorporated or ordinarily resident in a jurisdiction subject to comprehensive sanctions; or (c) is acting on behalf of any such person.

4.3. Before the Agreement is formed, the Provider may decline any order at its discretion and without giving reasons.

5. FEES AND PAYMENT

5.1. Fees are stated in the invoice. Unless the invoice provides otherwise, fees are payable in advance and in full, and the Provider is not obliged to start work before payment is received.

5.2. Payment may be made by bank transfer or in digital assets accepted by the Provider, strictly to the account details or deposit addresses stated in the invoice or in the payment link provided by the Provider.

5.3. Payment is considered made when the full invoiced amount is unconditionally credited to the account of the Provider with its bank, payment institution or digital-asset service provider.

5.4. The Client bears its own bank charges, blockchain network fees and currency conversion costs, so that the amount actually received by the Provider equals the invoice amount.

5.5. Fees are stated exclusive of any taxes or withholdings applicable on the Client’s side; any such amounts are payable by the Client in addition.

5.6. Payment by a third party on the Client’s behalf is accepted only with the Provider’s prior written consent. Such payer is subject to identification; the payment is deemed made on behalf and at the expense of the Client, and all obligations under the Agreement remain with the Client. The Provider may reject a third-party payment in accordance with Section 6.3. Where the invoice designates a collection agent authorised by the Provider, payment to such agent is deemed payment to the Provider.

6. PAYMENTS IN DIGITAL ASSETS

6.1. Where the invoice allows payment in digital assets, the payable amount in the relevant asset is the amount stated in the invoice or fixed in the payment link at the moment of payment.

6.2. The Client is solely responsible for sending the correct asset, on the correct network, to the correct address. Assets sent otherwise may be permanently lost, and the Provider has no obligation to recover them. The Provider is not liable for delays or failures of blockchain networks or of the Client’s wallet or exchange.

6.3. Incoming payments are subject to compliance screening by the Provider and its payment and digital-asset service providers. The Provider may reject any payment originating from addresses or intermediaries associated with sanctioned, illicit or high-risk activity. Where a payment is rejected, the received amount, where technically and legally possible, is returned to the originating address net of transaction costs, and the related order is cancelled.

7. KNOW-YOUR-CLIENT AND ANTI-MONEY-LAUNDERING

7.1. The Provider may, before or during any engagement, request documents and information identifying the Client, its beneficial owners, and the source of the funds used for payment.

7.2. If the Client fails to provide the requested documents within a reasonable period, or if the results of screening are unsatisfactory, the Provider may suspend or terminate the engagement. In that case prepaid fees are refunded in accordance with Section 10, less the value of work already performed.

7.3. The Provider may make any reports and disclosures required from it by applicable law without notifying the Client, where such notification is prohibited.

8. CLIENT’S OBLIGATIONS

8.1. The Client shall: (a) provide accurate, complete and current information and materials, and update them if circumstances change; (b) respond to the Provider’s requests without undue delay; (c) use the deliverables lawfully and not present them to any third party as legal, tax or investment advice; and (d) not use the Services or deliverables to evade sanctions, launder proceeds of crime, finance terrorism, mislead investors or breach securities or other laws of any jurisdiction.

9. DELIVERABLES AND INTELLECTUAL PROPERTY

9.1. Upon full payment, the Client receives a non-exclusive, perpetual, worldwide licence to use the deliverables for its internal business purposes.

9.2. The Provider retains all rights to its methods, templates, general know-how and any material not specifically created for the Client, and remains free to provide similar services to other clients.

9.3. Neither Party may publicly use the other Party’s name, brand or the fact of the engagement without the other Party’s prior written consent.

10. REFUND POLICY

10.1. FEES FOR ONE-OFF CONSULTATIONS AND FIXED-SCOPE DELIVERABLES ARE NON-REFUNDABLE ONCE THE PROVIDER HAS COMMENCED PERFORMANCE. Performance is considered commenced when the Provider has started preparation, research, drafting or has scheduled the agreed consultation.

10.2. If the Client cancels an order before performance has commenced, the Provider refunds the prepaid fees less the transaction costs of receiving and returning the payment.

10.3. If the Provider declines an engagement after payment, or fails to deliver the agreed Services, the Provider refunds the fees, or the part of them attributable to the undelivered part of the Services, in full.

10.4. Refunds are made in the same currency or digital asset in which payment was received, in the same nominal amount less transaction costs, to the same account or address from which the payment was made. The Provider does not compensate exchange-rate or market-price movements between the dates of payment and refund.

11. CONFIDENTIALITY

11.1. Each Party shall keep confidential all non-public information received from the other Party in connection with the Agreement and use it only for the purposes of the engagement.

11.2. This obligation does not apply to information that is or becomes public without breach, was lawfully known to the receiving Party before disclosure, or must be disclosed under applicable law or to a Party’s professional advisers bound by confidentiality. The obligation survives the end of the Agreement.

12. LIABILITY

12.1. THE PROVIDER’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE AGREEMENT IS LIMITED TO THE FEES ACTUALLY PAID BY THE CLIENT FOR THE SERVICE GIVING RISE TO THE CLAIM.

12.2. THE PROVIDER IS NOT LIABLE FOR INDIRECT OR CONSEQUENTIAL LOSS, LOSS OF PROFIT, REVENUE, DATA OR BUSINESS OPPORTUNITY, NOR FOR DECISIONS OF ANY REGULATOR, BANK, PAYMENT INSTITUTION OR COUNTERPARTY OF THE CLIENT, NOR FOR MARKET MOVEMENTS OF ANY ASSET.

12.3. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under the law of Singapore, or deprives a Client acting as a consumer of mandatory protections granted by the law of the Client’s country of habitual residence.

12.4. Any claim under the Agreement must be notified to the Provider in writing within twelve (12) months of delivery of the relevant Service.

12.5. The Client shall indemnify the Provider against third-party claims arising out of the Client’s breach of these Terms or the Client’s use of the deliverables.

13. RELATIONSHIP OF THE PARTIES

13.1. The Provider acts as an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, employment or fiduciary relationship.

13.2. The Provider may engage qualified subcontractors, remaining responsible for their work as for its own.

14. TERM AND TERMINATION

14.1. The Agreement for a given engagement ends when the Services are delivered and paid in full.

14.2. Either Party may terminate the Agreement if the other Party materially breaches it and fails to cure the breach within fourteen (14) days of written notice. The Provider may terminate immediately in the cases described in Sections 4, 6.3 and 7.

14.3. On termination, the Client pays for the work performed up to the termination date, and the Provider refunds any unearned prepaid fees, except where Section 10.1 applies.

15. COMMUNICATIONS AND NOTICES

15.1. Legally significant notices (in particular on termination, claims and demands) are given by email: to the Client — at the address from which the order was placed or which is stated in the invoice; to the Provider — at it@sabaifriends.com. Such a notice is deemed received on the next business day (Singapore) after sending, absent a delivery-failure message.

15.2. The Parties may also conduct working correspondence, agree the scope of the Services and exchange documents and deliverables through any other channel of communication used between them, including messengers, messaging and collaboration systems, video-meeting platforms, project-management systems and client portals. Such correspondence is deemed to be in writing and may be relied upon as evidence by either Party. A notice under Section 15.1 sent through another channel is not deprived of effect if the receiving Party has confirmed receipt.

16. FORCE MAJEURE

16.1. Neither Party is liable for failure to perform caused by circumstances beyond its reasonable control (including acts of state, war, natural disaster, failure of public infrastructure or of blockchain networks), provided the affected Party notifies the other Party and resumes performance when the circumstances cease.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. The Agreement and these Terms are governed by the law of the Republic of Singapore.

17.2. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with its Arbitration Rules in force at the time. The tribunal consists of one arbitrator; the seat of arbitration is Singapore; the language of arbitration is English.

17.3. Section 17.2 does not deprive a Client acting as a consumer of the right to rely on mandatory dispute-resolution provisions of the law of the Client’s country of habitual residence.

18. MISCELLANEOUS

18.1. If any provision of these Terms is held invalid, the remaining provisions remain in force, and the invalid provision is replaced by a valid one closest to its purpose.

18.2. The Provider may assign the Agreement to an affiliate or to a successor of its business; the Client may assign only with the Provider’s written consent.

18.3. A failure to exercise a right is not a waiver of it.

18.4. Translations of these Terms are provided for convenience; the English version prevails.

19. PROVIDER’S DETAILS

SABAI ECOVERSE PTE. LTD.

UEN 202346091R

531 Upper Cross Street, #02-11, Hong Lim Complex, Singapore 050531

Email: it@sabaifriends.com

Website: https://sabaiprotocol.com