Terms and Conditions

Last Updated: May 2026

Welcome to Guliel. These Terms and Conditions ("Terms") govern your access to and use of the Guliel invoicing platform, including any associated websites, applications, and services (collectively, the "Service").

The Service is operated by DevShift ("Company", "we", "us", or "our"), a company registered in Singapore.

By accessing or using the Service, you ("User", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

1. DEFINITIONS

In these Terms, unless the context otherwise requires:

"Account" means the user account created by you to access and use the Service.

"Applicable Law" means all laws, regulations, directives, statutes, subordinate legislation, and rules applicable to either party in any relevant jurisdiction.

"Content" means any information, data, text, graphics, or other materials uploaded, submitted, or transmitted through the Service.

"Documents" means invoices, receipts, payment requests, purchase orders, and any other financial or business documents created using the Service.

"Intellectual Property Rights" means all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights, and other intellectual property rights, whether registered or unregistered.

"Organization" means a business entity, company, sole proprietorship, or other legal entity created within the Service.

"Personal Data" means any information relating to an identified or identifiable natural person, as defined under the Singapore Personal Data Protection Act 2012 (PDPA) and other applicable data protection laws.

"Subscription" means a paid plan that provides access to premium features of the Service.

"Third-Party Services" means any services, applications, or platforms provided by third parties that may be integrated with or accessed through the Service, including but not limited to payment processors.

2. ACCOUNT REGISTRATION AND ELIGIBILITY

2.1 Eligibility

To use the Service, you must:

(a) Be at least 18 years of age or the age of legal majority in your jurisdiction;

(b) Have the legal capacity to enter into a binding agreement;

(d) Not have been previously suspended or removed from the Service.

2.2 Account Creation

When creating an Account, you agree to:

(a) Provide accurate, current, and complete information as requested;

(b) Maintain and promptly update your Account information to keep it accurate, current, and complete;

(d) Accept responsibility for all activities that occur under your Account; and

(e) Notify us immediately of any unauthorized use of your Account or any other security breach.

2.3 Account Verification

You acknowledge and agree that we do not verify the accuracy, legitimacy, or legality of the information you provide, including business registration details, tax identification numbers, or other business credentials. The Service is a software tool that facilitates the creation and management of Documents. We are not responsible for verifying your identity, business status, or the validity of any information you enter into the Service.

3. DESCRIPTION OF SERVICE

3.1 Service Features

The Service provides invoicing and business document management functionality, which may include:

(a) Creation and management of invoices, receipts, payment requests, and purchase orders;

(b) Client and supplier database management;

(d) Document export and reporting functionality;

(e) Integration with Third-Party Services, including payment processors; and

(f) Application Programming Interface (API) access.

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue the Service or any part thereof at any time, with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

3.3 Third-Party Services

The Service may integrate with or provide access to Third-Party Services, including payment processors such as Stripe and PayPal. Your use of Third-Party Services is subject to the terms and conditions and privacy policies of those third parties. We are not responsible for the acts or omissions of any Third-Party Services.

4. USER REPRESENTATIONS AND WARRANTIES

By using the Service, you represent and warrant that:

(a) Accuracy of Information: All information you provide to us is true, accurate, current, and complete to the best of your knowledge;

(b) Legitimate Business Purpose: You are using the Service for legitimate business purposes and in compliance with all Applicable Laws;

(c) Legal Compliance: Your use of the Service, including the Documents you create, does not and will not violate any Applicable Law, including tax laws, anti-money laundering laws, fraud prevention laws, and sanctions regulations;

(d) Validity of Documents: The Documents you create reflect genuine transactions and accurately represent the goods or services provided;

(e) Business Legitimacy: If you represent a business entity, such entity is duly organized and validly existing under the laws of its jurisdiction of formation;

(f) Authorization: You have all necessary rights, power, and authority to enter into these Terms and to perform your obligations hereunder; and

(g) Non-Infringement:Your Content does not infringe, misappropriate, or violate any third party's Intellectual Property Rights or other rights.

5. PROHIBITED USES

You agree not to use the Service to:

(a) Fraudulent Activities: Create false, fraudulent, or misleading invoices or other Documents, or to engage in any form of billing fraud, invoice fraud, or financial fraud;

(b) Money Laundering: Facilitate money laundering, terrorist financing, or other financial crimes;

(d) Illegal Goods or Services: Invoice for or facilitate the sale of illegal goods, controlled substances, weapons, or any goods or services prohibited by Applicable Law;

(e) Sanctions Violations: Conduct business with persons or entities subject to economic sanctions imposed by Singapore, the United States, the European Union, the United Nations, or any other applicable sanctions regime;

(f) Identity Fraud: Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity;

(g) System Interference: Interfere with, disrupt, or attempt to gain unauthorized access to the Service, servers, or networks connected to the Service;

(h) Reverse Engineering: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;

(i) Automated Access: Use any robot, spider, scraper, or other automated means to access the Service except through our designated API;

(j) Harmful Code: Introduce viruses, malware, or other harmful code into the Service; or

(k) Violation of Rights: Violate the rights of any third party, including privacy rights, Intellectual Property Rights, or contractual rights.

6. INTELLECTUAL PROPERTY

6.1 Our Intellectual Property

The Service, including all content, features, functionality, software, code, user interface, designs, trademarks, and other Intellectual Property Rights embodied therein, are owned by us or our licensors and are protected by intellectual property laws. These Terms do not grant you any right, title, or interest in the Service except for the limited license to use the Service as expressly set forth herein.

6.2 Your Content

You retain all ownership rights in your Content. By uploading or submitting Content to the Service, you grant us a non-exclusive, worldwide, royalty-free license to use, store, process, and display your Content solely for the purpose of providing and improving the Service. This license terminates when you delete your Content or Account, except where your Content has been shared with others and they have not deleted it.

6.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service, you grant us an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free license to use such feedback for any purpose without compensation or attribution to you.

7. DATA PROTECTION AND PRIVACY

7.1 Privacy Policy

Our collection and use of Personal Data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of your information as described in the Privacy Policy.

7.2 Data Processing

We process Personal Data in accordance with the Singapore Personal Data Protection Act 2012 (PDPA). Where we process Personal Data on your behalf as a data intermediary, you remain the data controller and are responsible for ensuring compliance with applicable data protection laws in your jurisdiction.

7.3 Your Data Obligations

You are responsible for:

(a) Obtaining all necessary consents from individuals whose Personal Data you input into the Service;

(b) Ensuring the lawfulness of your collection and use of Personal Data; and

(c) Complying with data protection laws applicable to you, including the PDPA, GDPR (if applicable), and any other relevant legislation.

7.4 Data Export and Portability

You may export your Content and data from the Service at any time using the export functionality provided. Upon termination of your Account, we will retain your data for a reasonable period to allow for export, after which it will be deleted in accordance with our data retention policies.

8. PAYMENT TERMS

8.1 Free and Paid Services

The Service may be offered as a free tier with limited features and as paid Subscriptions with additional features. The specific features and pricing of each tier will be displayed on our website and may change from time to time.

8.2 Subscription Fees

If you subscribe to a paid tier, you agree to pay the applicable Subscription fees as displayed at the time of purchase. Fees are charged in advance on a monthly or annual basis, as selected by you. All fees are non-refundable except as expressly stated in these Terms or required by Applicable Law.

8.3 Price Changes

We may change our Subscription fees at any time. Any price changes will take effect at the start of your next billing cycle. We will provide you with reasonable notice of any price increases, and your continued use of the Service after such notice constitutes acceptance of the new pricing.

8.4 Taxes

All fees are exclusive of applicable taxes (including GST, VAT, sales tax, and withholding tax) unless otherwise stated. You are responsible for paying any taxes associated with your use of the Service.

9. DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we do not warrant that:

(a) The Service will meet your specific requirements;

(b) The Service will be uninterrupted, timely, secure, or error-free;

(d) The Documents generated comply with the laws of your jurisdiction (you are responsible for ensuring compliance);

(e) Any errors in the Service will be corrected.

WE ARE NOT ACCOUNTANTS, TAX ADVISORS, OR LAWYERS. THE SERVICE IS A SOFTWARE TOOL AND DOES NOT CONSTITUTE FINANCIAL, TAX, OR LEGAL ADVICE. YOU SHOULD CONSULT WITH QUALIFIED PROFESSIONALS REGARDING YOUR SPECIFIC CIRCUMSTANCES.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED SINGAPORE DOLLARS (SGD 100).

10.3 Essential Purpose

The limitations of liability in this Section 10 shall apply even if any remedy fails of its essential purpose.

10.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

(a) Your use of the Service;

(b) Your Content or Documents created using the Service;

(d) Your violation of any Applicable Law;

(e) Your violation of any rights of a third party; or

(f) Any claim by a third party related to any Document you created using the Service, including claims of fraud, misrepresentation, or illegal activity.

12. TERMINATION

12.1 Termination by You

You may terminate your Account at any time by following the account closure procedures in the Service or by contacting us. Upon termination, you will lose access to the Service and your data may be deleted in accordance with our data retention policies.

12.2 Termination by Us

We may suspend or terminate your Account and access to the Service immediately, without prior notice or liability, for any reason, including but not limited to:

(a) Breach of these Terms;

(b) Suspected fraudulent, abusive, or illegal activity;

(d) Extended periods of inactivity;

(e) Nonpayment of applicable fees; or

(f) Discontinuation or material modification of the Service.

12.3 Effect of Termination

Upon termination, your right to use the Service will immediately cease. Sections 6 (Intellectual Property), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 13 (Dispute Resolution), and 14 (General Provisions) shall survive any termination of these Terms.

13. COOPERATION WITH LAW ENFORCEMENT

We reserve the right to cooperate with law enforcement authorities and comply with valid legal requests, court orders, or subpoenas. This may include disclosing your Account information, Content, and usage data to law enforcement or regulatory authorities without notice to you where permitted by law.

You acknowledge that we have no obligation to monitor Content or user activity for potential illegal activity, but we may do so at our discretion and may report any suspected illegal activity to appropriate authorities.

14. DISPUTE RESOLUTION

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law provisions.

14.2 Informal Resolution

Before initiating any formal dispute resolution proceedings, you agree to first contact us and attempt to resolve any dispute informally. Most disputes can be resolved quickly and amicably through good faith discussions.

14.3 Arbitration

If a dispute cannot be resolved informally within thirty (30) days, either party may refer the dispute to arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules then in force. The arbitration shall be conducted in Singapore in the English language. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in class actions against the Company.

14.5 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights.

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

15.2 Amendments

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website or by other reasonable means. Your continued use of the Service after such notice constitutes acceptance of the modified Terms.

15.3 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.4 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and assigns.

15.6 No Third-Party Beneficiaries

These Terms do not confer any rights on any third party as a third-party beneficiary.

15.7 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.8 Notices

Any notices to you may be provided via email to the address associated with your Account or by posting on the Service. Notices to us should be sent to our designated contact address as displayed on our website.

15.9 Language

These Terms are written in English. If these Terms are translated into any other language, the English version shall prevail in the event of any conflict.

16. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at:

DevShift

Email: support@guliel.com

Website: www.guliel.com

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Terms and Conditions of Service