Stitch Services Terms and Conditions
1. About these Terms
These Stitch Services Terms and Conditions ("Terms") govern access to and use of the Stitch platform and related services (the "Services") provided by Stitch Digital Solutions Limited, a company incorporated in Hong Kong with its registered office at UNIT B6, 12/F, Wing Wah Building, No. 677 King's Road, Quarry Bay, Hong Kong ("Stitch," "we," "us," or "our").
By accepting an Order Summary, completing checkout, or otherwise accessing or using the Services, the business entering into these Terms (the "Client," "you," or "your") agrees to be bound by them.
2. Definitions
"Agreement" means these Terms together with the applicable Order Summary and any other documents they expressly incorporate. "Order Summary" means the specific commercial proposal, checkout summary, or order confirmation setting out the Client's selected plan, pricing, and any add-on services. "Platform" means Stitch's tailor-management software made available to the Client as part of the Services. "Client Data" means data the Client or its Authorised Users upload to, or generate through use of, the Platform. "Authorised Users" means individuals the Client permits to access the Platform on its behalf.
3. Documents forming the Agreement
The Agreement between Stitch and the Client consists of these Terms, the applicable Order Summary, and any Data Processing Addendum agreed between the parties. In the event of conflict, the Order Summary governs as to commercial terms, and these Terms govern as to all other matters.
4. Description of the Services
Stitch provides access to its tailor-management Platform, enabling the Client to digitise physical order books into a private, searchable digital record containing client details, measurements, orders, and fabrics. Services may include, depending on the Client's selected plan: private workspace access; client profile, order, measurement, and fabric management; data migration; AI-assisted order sheet mapping; and optional add-on services.
5. Licence and permitted use
Subject to the Client's compliance with this Agreement, Stitch grants the Client a limited, non-exclusive, non-transferable licence to use the Platform for its own internal business operations during the subscription term.
6. Accounts and Authorised Users
The Client may permit Authorised Users to access the Platform on its behalf. The Client is responsible for all activity conducted through its account and the accounts of its Authorised Users.
7. Client responsibilities
The Client is responsible for having lawful authority to upload any customer information or photographs to the Platform, for the accuracy of information it provides, and for ensuring its Authorised Users comply with this Agreement.
8. Fees and payment
Fees for the Services are set out in the applicable Order Summary. Billing occurs on a recurring basis via the Client's payment method on file, processed through Stripe. Failure of an automatic payment method does not relieve the Client of its payment obligations under this Agreement.
9. Subscription term
Unless the applicable Order Summary states otherwise, the initial subscription commitment is twelve (12) months from the Effective Date stated in the Order Summary.
10. Renewal
Following the initial term, the subscription renews automatically on a month-to-month basis. Either party may prevent renewal by giving at least thirty (30) days' written notice before the end of the then-current term.
11. Suspension and nonpayment
If the Client fails to make payment when due, Stitch may suspend access to the Platform. If payment is not received within seven (7) calendar days of the due date, Stitch may terminate this Agreement without further notice.
12. Implementation and onboarding
Onboarding assistance, guidance, training, and setup support are provided on a discretionary, best-effort basis, subject to availability, and do not form part of the contracted Services unless expressly agreed in the Order Summary.
13. Data migration
Where the Client's plan includes data migration, Stitch will process order sheets provided by the Client into the Platform. Completion timelines are indicative only and may vary depending on image quality, volume submitted, Client responsiveness, staffing availability, and other operational factors.
14. Concierge and managed services
Stitch may offer optional concierge or managed services as an add-on to the core Services. The specific scope and fees for any such service are set out in the applicable Order Summary.
15. Artificial intelligence functions
The Platform may use artificial intelligence to assist with mapping order sheet data into structured records and to generate visual previews from client photographs and fabric images. These functions assist the Client's use of the Platform and do not guarantee complete accuracy; the Client remains responsible for reviewing and confirming imported data.
16. Support
Support is provided on a discretionary, best-effort basis unless a specific support commitment is expressly stated in the applicable Order Summary.
17. Third party services
The Services may incorporate or rely on third-party service providers, including payment processing, cloud hosting, and artificial intelligence services. Stitch is not responsible for the acts or omissions of third-party providers except as expressly stated in this Agreement.
18. Intellectual property
The Platform, software, methodologies, documentation, and analytics remain Stitch's sole property. Nothing in this Agreement transfers any intellectual property rights in the Platform to the Client.
19. Client Data
All Client Data remains the Client's property. Stitch may process Client Data solely to provide, maintain, secure, and improve the Services.
20. Data protection and security
Stitch implements industry-standard security controls, including encryption of data in transit and at rest, access controls, authentication safeguards, and secure cloud infrastructure. No system can be guaranteed to be completely secure, and Stitch does not warrant that unauthorised access, cyberattacks, or data loss will never occur.
21. Data export and deletion
Upon termination or non-renewal of this Agreement, and provided all outstanding fees have been fully settled, the Client may request a standard export of its available Client Data, which Stitch will provide within thirty (30) days of written request. Stitch may permanently delete the Client's data ninety (90) days after termination or non-renewal, unless a different period is required by law or otherwise agreed in writing.
22. Confidentiality
Each party agrees to hold the other's confidential information — including software, methods, operations, strategies, financials, and Client Data — in strict confidence and not disclose it to third parties without prior written consent.
23. Non Compete and Competitive Use Restrictions
During the Agreement and for thirty-six (36) months following its termination or expiry, the Client must not, directly or indirectly, use Stitch's confidential information, intellectual property, software, architecture, workflows, methodologies, designs, documentation, prompts, mappings, models, technical processes, commercial strategy, or tailor-specific operational logic to replicate, reverse engineer, develop a materially competing system to, promote, advise on, finance, participate in, or assist another person or business in creating a system that materially competes with Stitch.
The protected areas include tailor-focused CRM, CMS, POS, business intelligence, ecommerce, artificial intelligence, order management, measurement management, and related digital infrastructure, in any market where Stitch operates. Any breach of this clause, or of Confidentiality or Intellectual Property obligations, may cause irreparable harm; Stitch is entitled to seek injunctions, specific performance, and damages without proof of special damage.
24. Termination for breach
For any serious breach of this Agreement — including breach of confidentiality, misuse of confidential information, infringement of Stitch's intellectual property, or violation of the non-compete provisions — the non-breaching party must provide written notice describing the breach. If not remedied within fourteen (14) calendar days, the non-breaching party may terminate immediately.
25. Termination by Stitch
Stitch may terminate this Agreement, suspend Services, decline renewal, or discontinue Platform access upon thirty (30) days' written notice. The Client remains responsible for all fees accrued up to the effective termination date; Stitch will refund prepaid fees relating to periods after that date on a pro-rata basis, where applicable.
26. Service availability
Stitch will use reasonable efforts to make the Platform available, but does not guarantee uninterrupted or error-free operation.
27. Warranties and disclaimers
Except as expressly stated in this Agreement, the Services are provided "as is" without warranties of any kind, whether express or implied.
28. Limitation of liability
To the maximum extent permitted by law, Stitch's total aggregate liability arising out of or relating to this Agreement shall not exceed the greater of: the fees actually paid by the Client during the six (6) months immediately preceding the event giving rise to the claim, or THB 10,000 (or the equivalent amount in the Client's billing currency).
29. Indemnity
The Client shall indemnify, defend, and hold harmless Stitch, its affiliates, directors, employees, contractors, and representatives from and against any third-party claims, liabilities, losses, damages, penalties, costs, and reasonable legal expenses arising from or relating to: (1) the Client's unlawful or unauthorised use of the Services; (2) Client Data, documents, photographs, fabrics, instructions, or other materials supplied by or on behalf of the Client; (3) any failure by the Client to obtain the notices, permissions, consents, or lawful authority required to collect, upload, process, or use personal data; (4) any allegation that materials supplied by the Client infringe the intellectual property, privacy, confidentiality, or other rights of a third party; (5) misuse of the Services by the Client or its Authorised Users; or (6) the Client's breach of the Agreement or applicable law.
Stitch shall notify the Client within a reasonable period after becoming aware of a covered claim and shall allow the Client reasonable participation in the defence of that claim. The Client may not agree to any settlement that imposes liability, admission, payment obligation, or operational restriction on Stitch without Stitch's prior written consent.
30. Force majeure
Stitch is not liable for any delay, interruption, or failure to perform arising from events beyond its reasonable control, including internet outages, cloud provider failures, cyberattacks, acts of government, natural disasters, or failures of third-party service providers.
31. Notices
Formal notices under the Agreement must be made in writing and sent by email. Notices to Stitch must be sent to legal@stitchcrm.services. Notices to the Client must be sent to the billing, legal, or account email address most recently provided by the Client.
A notice is deemed received on the next business day after transmission, provided that the sender does not receive a delivery failure message, or when receipt is acknowledged by the receiving party. The Client is responsible for maintaining current legal, account, and billing contact information. Routine product messages, invoices, support communications, and operational notifications do not constitute formal legal notices unless they expressly state otherwise.
32. Assignment
The Client may not assign, transfer, novate, sublicense, or otherwise dispose of the Agreement, in whole or in part, without Stitch's prior written consent. Stitch may assign, transfer, or novate the Agreement, in whole or in part, to an affiliate; a successor to its business; a purchaser of all or substantially all of the relevant business, shares, or assets; or an entity involved in a merger, restructuring, financing, or corporate reorganisation involving Stitch.
Stitch shall provide reasonable notice where an assignment materially affects the Client's use of the Services. Any attempted assignment by the Client in breach of this section is invalid.
33. Changes to the Terms
Stitch may update these Terms from time to time to reflect changes in the Services, legal or regulatory requirements, security practices, third-party services, billing or operational procedures, or commercial requirements. Where a change materially affects an active paid subscription, Stitch will provide at least thirty (30) days' written notice before the change takes effect. A material change will normally take effect at the next renewal date or after the stated notice period, whichever is later.
Stitch may apply a change immediately where reasonably necessary to comply with applicable law or a binding regulatory requirement, address an urgent security, fraud, or abuse risk, or prevent material harm to Stitch, its Clients, or third parties. The version of the Terms accepted at checkout governs the current committed subscription term unless a later version is accepted by the Client, the change is required by law, or the change is permitted to take effect immediately under this section. Continued use of the Services after a valid change takes effect constitutes acceptance of the updated Terms.
34. Entire Agreement
The Agreement constitutes the entire agreement between Stitch and the Client concerning the Services and replaces all prior or contemporaneous discussions, proposals, representations, negotiations, communications, and understandings relating to the same subject matter. The Agreement consists of the applicable Commercial Proposal or Order Summary; these Terms; the Stitch Privacy Policy; the Stitch Data Processing Addendum, where applicable; and any additional written terms expressly accepted by both parties.
Where the applicable Order Summary expressly conflicts with these Terms, the Order Summary takes priority only in relation to the specific commercial matter concerned. The Client acknowledges that it has not relied on any representation, promise, or statement that is not expressly included in the Agreement. A failure or delay by either party to enforce a provision does not waive that provision or any other right. If any provision is found invalid or unenforceable, it shall be interpreted or limited to the minimum extent necessary, and the remaining provisions shall continue in effect.
35. Governing law and jurisdiction
This Agreement is governed by and construed in accordance with the laws of Hong Kong. The courts of Hong Kong have non-exclusive jurisdiction.
36. Electronic Acceptance
The Client agrees that electronic acceptance of the Agreement is intended to have the same contractual effect as a handwritten signature. The Client accepts and becomes bound by the Agreement when the Client or its authorised representative performs any of the following actions after being given access to the applicable Terms and Order Summary: ticking or selecting a checkbox confirming acceptance of the Terms; completing Stripe Checkout or another approved electronic checkout process; submitting the first or any recurring payment; activating or creating a Stitch account following the acceptance process; or beginning to use the Services after receiving clear notice that use is subject to the Agreement.
The individual completing checkout confirms that they have authority to act for and legally bind the Client; have reviewed the applicable Order Summary; have had an opportunity to access and review these Terms; and authorise the one-time and recurring charges displayed at checkout or stated in the applicable Order Summary.
Stitch and its payment provider may retain electronic records showing the date and time of acceptance, the Terms version accepted, the Client name, the accepting individual's name and email address, the selected plan and payment amounts, and the completed checkout or payment record. Those electronic records may be used as evidence of acceptance and the commercial arrangement purchased.
37. Contact details
Stitch Digital Solutions Limited
UNIT B6, 12/F, Wing Wah Building, No. 677 King's Road, Quarry Bay, Hong Kong
Legal enquiries: legal@stitchcrm.services
Support enquiries: support@stitchcrm.services