Terms & Conditions.

1. Scope and Acceptance

1.1 Scope

These Terms apply to:

(a) our website and its content (the “Website”);

(b) OpenZilo development kits, hardware, and accessories supplied by us (the “Products”);

(c) associated SDKs, firmware, source code, design files, documentation, examples, and downloadable resources (the “Materials”); and

(d) related support and other services expressly offered by us (the “Services”).

1.2 Acceptance

By expressly accepting these Terms at checkout, accepting a quotation incorporating them, or entering into an order that incorporates them, you agree to be bound by these Terms. Website use is subject to these Terms to the extent enforceable under applicable law.

1.3 Eligibility

You must be at least 18 years old and legally capable of contracting. If acting for an organisation, you represent that you have authority to bind it.

1.4 Minors

Products are not intended for unsupervised use by minors. Any use involving minors must be lawful, appropriately supervised, and supported by any required parental or guardian permissions. Purchases and contractual obligations must be undertaken by an eligible adult or authorised organisation.

1.5 Priority

A separate agreement signed by us prevails for its subject matter, followed by expressly agreed order-specific terms and these Terms. Your procurement terms do not amend these Terms unless expressly accepted by us in writing. Applicable open-source licences prevail for the Materials they govern.

2. Development Kits and Intended Use

2.1 Purpose

Products are supplied for development, evaluation, research, experimentation, prototyping, and integration. They are not marketed as finished general-purpose consumer devices. You are responsible for selecting a Product suitable for your project and technical environment.

2.2 Specifications

Available features depend on the Product model, hardware revision, firmware, SDK version, and connected equipment. The presence of a sensor or component does not mean that every related capability is enabled or available through a public API.

Demonstrations, research concepts, and development roadmaps are not agreed deliverables unless expressly included in your order.

2.3 Independent Development

You are responsible for the design, testing, security, regulatory compliance, and safe operation of your modifications, integrations, applications, and resulting products. Our provision of Products, Materials, or technical assistance does not constitute approval or certification of your implementation.

3. Important — Non-Medical and Safety-Critical Use Disclaimer

PRODUCTS AND MATERIALS ARE INTENDED FOR NON-MEDICAL DEVELOPMENT, EVALUATION, AND RESEARCH. THEY ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, PREVENT, OR MONITOR ANY DISEASE OR MEDICAL CONDITION, OR TO PROVIDE EMERGENCY RESPONSE, LIFE SUPPORT, OR OTHER SAFETY-CRITICAL FUNCTIONS.

SENSOR READINGS, PHYSIOLOGICAL SIGNALS, EXPERIMENTAL RESULTS, AND AI-GENERATED OUTPUTS MAY BE INCOMPLETE OR INACCURATE. THEY MUST NOT REPLACE PROFESSIONAL MEDICAL ADVICE OR BE USED AS THE SOLE BASIS FOR DECISIONS THAT COULD CAUSE PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER SIGNIFICANT HARM.

DO NOT DELAY SEEKING QUALIFIED MEDICAL ASSISTANCE BECAUSE OF INFORMATION GENERATED BY A PRODUCT. USE OF OUR PRODUCTS OR MATERIALS DOES NOT CREATE A HEALTHCARE-PROVIDER RELATIONSHIP WITH OPENZILO.

This statement describes the intended use of our Products and Materials and does not exclude applicable product-safety obligations.

4. Orders and Contract Formation

4.1 Order Acceptance

Product listings and quotations are invitations to place an order unless otherwise stated. An order is accepted when we expressly confirm acceptance or dispatch the Products, whichever occurs first. An automated receipt or payment acknowledgment alone does not constitute acceptance.

4.2 Verification

We may request information reasonably necessary to verify payment, purchasing eligibility, intended use, delivery details, or compliance.

4.3 Rejection or Cancellation

We may decline or cancel an order for stock limitations, payment issues, suspected fraud, materially inaccurate information, or applicable purchaser, export, sanctions, or destination restrictions.

If a material pricing or description error is discovered, we may seek your agreement to a correction or cancel the affected order. If we cancel before supply, amounts collected for cancelled items and associated unprovided delivery services will be refunded.

4.4 Customer Changes

After acceptance, discretionary changes or cancellations require our written approval, except where applicable law provides a cancellation right. For business orders, an agreed cancellation may require payment of reasonable, documented, non-recoverable costs incurred specifically for that order, where lawful.

5. Prices, Payments and Taxes

5.1 Prices and Shipping Charges

Product prices do not include shipping charges. Shipping is charged separately and is payable by the purchaser. The applicable currency, shipping charges, and taxes collected by us will be stated at checkout or in the accepted quotation before payment. Price changes apply to future orders.

5.2 Payment

Online payments are processed through Stripe unless another method is expressly agreed. You must provide accurate information and be authorised to use the selected payment method.

Unless otherwise agreed in writing, full cleared payment is required before dispatch. A purchase order, remittance advice, or payment screenshot does not establish that cleared funds have been received.

5.3 One-Time Transactions

Product purchases are one-time transactions without subscription or automatic renewal. Any separately offered recurring Service requires its own disclosed pricing and acceptance.

5.4 Additional Charges

Bank and currency-conversion charges imposed by your payment provider are governed by your arrangement with that provider. Any additional charge imposed by us will be disclosed before payment.

Unless expressly included in the order, destination import duties, import taxes, and customs-clearance charges may be payable by you. Tax exemptions require appropriate documentation and verification.

6. Invoicing and Billing

6.1 Electronic Documents

We may issue quotations, pro forma invoices, commercial invoices, receipts, and credit notes electronically. Tax invoices are issued where required and appropriate to the transaction and our tax-registration status.

6.2 Billing Information and Corrections

Provide the correct purchaser name, billing address, contact details, and applicable tax or purchase-order information before invoicing.

Corrections are subject to verification, accounting and tax requirements, and the original transaction records. We will not backdate invoices, misstate transaction values, or issue documents inconsistent with the transaction.

7. Shipping, Delivery and Customs

7.1 Shipping Arrangements

Products are shipped by courier or another stated method and may be dispatched from a fulfilment location outside Singapore. Shipping charges are calculated according to the destination, shipment weight or dimensions, and selected delivery method, and are payable by you in addition to the Product price. The dispatch location does not change the contracting seller.

7.2 Delivery Estimates

Delivery dates are estimates unless expressly guaranteed in writing. We do not guarantee a project deadline or event date unless expressly accepted as a contractual commitment.

7.3 Customer Cooperation

Provide accurate delivery information and cooperate with lawful customs clearance. We will not undervalue shipments or provide false declarations.

Where lawful, reasonable additional costs caused by incorrect information, failure to complete required clearance, or unjustified refusal of delivery may be charged to you. Exercising a valid statutory cancellation right is not unjustified refusal.

7.4 Risk and Ownership

For business purchases, transit risk passes when Products are handed to the carrier unless otherwise agreed and to the extent permitted by law. Consumer delivery risk is determined by applicable law.

Product ownership passes after full payment, to the extent permitted by law. Ownership of hardware does not transfer intellectual-property rights in associated Materials.

8. After-Sales Policy

8.1 General Policy

Our standard voluntary after-sales policy is exchange rather than refund. We do not offer discretionary refunds for change of mind. Mandatory legal rights remain unaffected.

8.2 Qualifying Issues

Subject to assessment, exchange may be available for incorrect or missing items, verified manufacturing defects, material non-conformity with the agreed description, or an applicable written commitment.

Where appropriate and lawful, we may supply a missing item or replace an affected component instead of the entire kit.

Wrong selections made by you, unsupported compatibility, unmet project objectives, or dissatisfaction with functions not included in the agreed specifications do not, by themselves, qualify for voluntary exchange.

8.3 Exclusions

Voluntary exchange coverage excludes normal wear, cosmetic deterioration, normal battery ageing, and defects or damage to the extent caused by misuse, impact, improper storage or charging, exposure beyond stated limits, incompatible accessories, or improper disassembly, modification, repair, or firmware installation.

Modification or use of third-party parts does not automatically exclude an unrelated defect. Assessment will consider the cause of the reported issue.

8.4 Requests and Assessment

Contact openzilo@ziloring.com before returning a Product. Provide the order reference, Product model, issue description, and reasonably necessary photographs, videos, or diagnostic information.

Report shipping damage, incorrect items, or missing items promptly to assist investigation. An unboxing video is not an absolute condition for a valid claim.

We may request reasonable troubleshooting or inspect the Product before confirming the remedy. You are not required to perform unsafe procedures.

8.5 Return Authorisation and Packaging

Obtain return instructions and, where issued, a Return Merchandise Authorisation (“RMA”) before shipping. For voluntary exchanges, an RMA is valid for 14 calendar days unless otherwise stated. Contact us if additional time is needed.

Use the designated return address and suitable protective packaging, return only requested items, and retain shipping evidence. Our registered office is not automatically the returns address.

Return authorisation and packaging requirements do not invalidate a timely statutory cancellation notice or restrict mandatory remedies.

8.6 Battery Safety and Personal Data

Contact us before shipping a swollen, leaking, overheating, or otherwise unsafe battery.

Remove personal recordings, sensor data, and credentials where practicable and safe. If a fault prevents deletion, notify us before dispatch. Inspection, reset, servicing, or replacement may erase local data; we do not provide data recovery or backup services.

8.7 Outcome and Replacement

Following assessment, we may approve replacement, resolve the issue through configuration or an available software correction, request further information, or decline a voluntary exchange with an explanation.

If no covered defect is found, we may offer return shipment or a separately quoted paid service. Charges not previously agreed require your approval.

We normally require return before dispatching a replacement. Unless law or an express commitment requires otherwise, a voluntary replacement may be new or professionally reconditioned with the same or materially equivalent specification. A materially different substitute requires your agreement.

8.8 Shipping Costs and Timing

For verified issues attributable to our supply, we arrange or reimburse reasonable necessary shipping as applicable. Obtain approval before choosing expedited or unusually expensive shipping.

For other discretionary exchanges, you bear charges expressly disclosed and agreed in advance. Recovery of import duties or taxes depends on customs rules and is not guaranteed by us.

Processing depends on assessment, transport, customs, and replacement availability. No immediate replacement or fixed response time is promised unless expressly agreed, subject to applicable legal deadlines.

8.9 Refunds and Additional Warranty

Refunds are provided where required by law, expressly agreed, or payable following our cancellation of an unfulfilled order. They are normally returned to the original payment method. Refundable delivery charges and permitted deductions are determined by applicable law.

No additional fixed-term commercial warranty, extended replacement plan, or indefinite support is included unless expressly stated for your purchase. This does not reduce statutory guarantees or express commitments.

For purchases from an independent reseller, contact that seller for its contractual after-sales process. Any direct legal obligations we have remain unaffected. Goodwill exceptions apply only to the particular case.

9. Mandatory Consumer Protections

Nothing in these Terms excludes rights, remedies, guarantees, or liabilities that cannot lawfully be excluded or restricted.

Where mandatory law requires withdrawal, return, refund, repair, replacement, or another remedy, that requirement prevails over our commercial policy.

10. Software, Firmware and Technical Support

Materials may be experimental, version-dependent, or subject to separate licences. Review release notes and compatibility information before use, and back up local data before updates.

Unless separately agreed, support does not include custom development, integration engineering, research supervision, regulatory certification, third-party troubleshooting, or guaranteed resolution of every issue.

We do not promise indefinite maintenance or support for every historical version. Legally required updates and express support commitments remain unaffected. Informal technical suggestions do not create a separate warranty.

11. Intellectual Property and Open-Source Licences

Intellectual property remains with its respective owner. Purchasing hardware does not transfer ownership of our software, documentation, design files, Website content, or branding.

Materials released under MPL-2.0, CERN-OHL-W-2.0, or another applicable licence are governed by the licence accompanying the relevant version. Nothing in these Terms withdraws rights expressly granted by that licence.

No general licence to use OpenZilo branding or imply our endorsement is granted. Do not present a modified Product as an official unmodified OpenZilo Product.

To the extent enforceable by law, commercial resale of unchanged Products requires our prior written consent, without restricting applicable open-source or other non-excludable rights.

12. Your Data and Third-Party Integrations

Our current hardware and SDK workflow stores recordings and sensor data locally on your ring and/or connected equipment and does not upload them to an OpenZilo cloud or otherwise transmit them to us.

Order, payment, Website, delivery, and support information are handled separately under our Privacy Policy.

You control further transmission, storage, and use through your implementation and are responsible for local security, backups, lawful recording, required notices, and permissions.

External applications and AI integrations may receive information if you enable them. Review their terms, permissions, and privacy practices. Use of our Products does not itself transfer ownership of your project, recordings, or sensor data to us.

13. Acceptable Use and Security

You must not use Products, Materials, the Website, or Services for unlawful surveillance, infringement, fraud, unauthorised access, or other unlawful or harmful activities.

Do not bypass access controls, introduce malicious code, disrupt systems, or misrepresent your identity, eligibility, or affiliation. Protect credentials and API keys and report suspected compromise promptly.

These restrictions do not prohibit authorised security research or activities permitted by an applicable licence or mandatory law.

14. Feedback and Contributions

For non-confidential suggestions voluntarily submitted as feedback, you grant us a worldwide, perpetual, non-exclusive, royalty-free licence to use and incorporate them into our Products, Materials, and operations.

This does not extend to unrelated project code, private recordings, personal information, or materials supplied under an agreed confidentiality obligation. Repository contributions follow their applicable terms and licences.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR EXPRESS PURCHASE COMMITMENTS AND NON-EXCLUDABLE OBLIGATIONS, PRODUCTS, MATERIALS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

FOR BUSINESS CUSTOMERS, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXCLUDED ONLY TO THE EXTENT LAWFULLY EXCLUDABLE.

We do not guarantee error-free operation, perfect sensor accuracy, compatibility beyond published specifications, or achievement of your research or commercial objectives.

16. Limitation of Liability

For business customers, to the extent permitted by law, we are not liable for indirect or consequential losses, lost profits, research or development expenditure, project delays, or lost or corrupted data.

Our total liability to a business customer is limited to the amount paid for the Product or Service giving rise to the claim.

We are not liable for losses to the extent caused by your misuse, modifications, unsupported configurations, independent integrations, or third-party systems.

17. Business Customer Indemnity

Business customers who are not acting as consumers shall indemnify us and our officers and employees against third-party claims and reasonable legal costs to the extent caused by their material breach, unlawful use, infringement of third-party rights, or independently developed modifications, integrations, or products.

This excludes the portion caused by our breach, negligence, or wilful misconduct. We will give reasonable notice, and you must reasonably cooperate in the defence.

No settlement imposing an admission or additional obligation on you will be made without your consent, not to be unreasonably withheld.

18. Regulatory Compliance and Trade Restrictions

Comply with applicable operating restrictions, export controls, sanctions, and regulatory notices, and do not remove required labels.

Where a Product is lawfully supplied under an evaluation-kit or similar exception, purchasing eligibility and operation remain subject to all conditions of that exception.

A development-kit designation or component certification does not establish approval of the complete Product or your implementation. We may restrict orders, destinations, purchasers, or future supply where reasonably necessary for compliance.

19. Suspension, Discontinuation and Force Majeure

We may restrict Website or Service access where reasonably necessary to address material breaches, security threats, fraud, non-payment, or legal requirements.

We may change future Product availability, optional Services, or experimental Materials. This does not revoke independently granted open-source rights or eliminate accepted-order obligations.

To the extent permitted by law, events beyond reasonable control may excuse failure or delay while they continue. Applicable statutory cancellation and refund rights remain unaffected.

20. Governing Law and Dispute Resolution

These Terms are governed by Singapore law, excluding the United Nations Convention on Contracts for the International Sale of Goods, without depriving consumers of mandatory protections under applicable law.

For business customers who are not consumers, disputes arising out of or in connection with these Terms or a purchase, including formation, validity, performance, breach, or termination, shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Rules in force when arbitration commences, which are incorporated into this clause.

The seat is Singapore, the tribunal consists of one arbitrator, and the language is English. Singapore law governs the arbitration agreement. Either party may seek interim or conservatory relief from a competent court.

21. General Provisions

These Terms and applicable agreed order documents constitute the agreement for the relevant purchase. Nothing excludes liability for fraudulent statements or rights that cannot lawfully be excluded.

We may transfer contractual rights and obligations in connection with a restructuring, merger, or business transfer, subject to applicable law and preservation of accrued customer rights. You may not transfer contractual obligations without our written consent except where permitted by law.

If a provision is unenforceable, the remaining provisions continue to apply. Failure to enforce a provision is not a waiver.

Provisions that by their nature should survive remain effective, including accrued payment obligations, intellectual property, liability, business indemnity, and dispute resolution.

22. Changes and Contact

We reserve the right to update these Terms from time to time to reflect changes in our practices, Products, Services, or applicable legal requirements. We will publish the revised Terms on our Website and update their effective date. For material changes, we will provide additional notice through the Website, email, or other appropriate means as required by applicable law.

The revised Terms take effect on their stated effective date. By continuing to use our Website or Services after that date, you acknowledge the update and, to the extent permitted by applicable law, accept the revised Terms for your subsequent use. Where a change requires your consent or renewed acceptance under applicable law, we will obtain it separately.

For enquiries regarding these Terms, orders, payments, invoicing, technical support, or after-sales matters, please contact openzilo@ziloring.com.

If the English and Chinese versions are inconsistent, the English version prevails to the extent permitted by applicable law.