Terms of Service

1. Definitions

• “Services” means TNG's import/export compliance (IOR/EOR), fulfillment, IT staffing, and makevi e-commerce platform services.
• “Client” means any individual or entity that engages TNG for services under a separate service agreement or by accepting these Terms.
• “Platform” means the makevi software-as-a-service application and associated APIs.
• “Content” means all text, data, product information, and other materials you upload or transmit via the Services.

2. Acceptance of Terms

By submitting an inquiry form, signing a service agreement, or activating a makevi subscription, you represent that: (i) you are at least 18 years of age; (ii) you have the authority to bind the entity on whose behalf you act; and (iii) you have read and agree to these Terms and our Privacy Policy.

3. Description of Services

TNG provides cross-border trade compliance, fulfillment, IT staffing, and e-commerce platform services. The specific scope, pricing, and deliverables of each engagement are set out in an individual service agreement, statement of work, or subscription order form. These Terms apply to all services unless a separate agreement expressly supersedes them.

4. Account Registration and Security

To use certain Services, you must create an account. You agree to provide accurate, complete, and current information, and to keep your credentials confidential. You are responsible for all activity that occurs under your account. Notify us immediately at support@thenewgate.com if you suspect unauthorized access.

5. Fees and Payment

Fees are as published on thenewgate.com/solutions or as agreed in your service agreement. Subscriptions are billed monthly in advance. Invoices are due within 30 days of issue. Late payments may attract interest at 1.5% per month or the maximum rate permitted by law. TNG reserves the right to suspend services for accounts more than 60 days past due.

6. Client Obligations

You agree to:

• Provide accurate product, shipment, and regulatory information required for TNG to perform IOR/EOR services
• Ensure that goods you ship comply with applicable import and export laws
• Not use the Services for prohibited goods, sanctioned jurisdictions, or activities that violate applicable law
• Maintain appropriate licenses and registrations required for your business activities

7. Intellectual Property

TNG retains all intellectual property rights in the Services, Platform, software, documentation, and all underlying technology. You are granted a limited, non-exclusive, non-transferable license to use the Services for your internal business purposes during the term of your subscription.

You retain ownership of your Content. By uploading Content to the Platform, you grant TNG a non-exclusive, worldwide license to use, process, and display that Content solely to provide the Services.

8. Confidentiality

Each party agrees to keep confidential the other's non-public business information and to use it solely to perform obligations under these Terms. This obligation survives termination for three years. Confidentiality obligations do not apply to information that is publicly available or independently developed.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TNG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TNG'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE THREE MONTHS PRECEDING THE CLAIM. TNG SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Term and Termination

These Terms remain in effect until terminated. Either party may terminate with 30 days' written notice. TNG may terminate immediately for material breach, non-payment, or violation of applicable law. Upon termination, your access to the Services will cease and you must pay all outstanding fees.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of Japan, without regard to conflict of laws principles. Any dispute arising from or related to these Terms shall first be subject to good-faith negotiation. If not resolved within 30 days, disputes shall be submitted to the Tokyo District Court as the court of first instance.

For services delivered through TheNewGate Asia Pacific Pte. Ltd. in Singapore, the laws of Singapore shall apply and disputes shall be resolved in Singapore.

13. Changes to These Terms

TNG reserves the right to modify these Terms at any time. We will provide at least 30 days' notice for material changes via email or prominent website notice. Continued use of the Services after the effective date constitutes acceptance of the revised Terms.

14. Miscellaneous

• Entire Agreement: These Terms, together with any applicable service agreement, constitute the entire agreement between the parties.
• Severability: If any provision is found invalid, the remaining provisions remain in full effect.
• Waiver: Failure to enforce any provision does not constitute a waiver.
• Assignment: You may not assign these Terms without TNG's prior written consent.

15. Contact