Terms of Use

1. Acceptance and Scope

1.1. Acceptance

These Terms of Use constitute a binding agreement between Tools For Brokers Pte. Ltd a company with its registered office at 531 Upper Cross Street #02-11, Hong Lim Complex, Singapore (050531) (the “Provider” or “Dexa”), and the professional organization or business entity utilizing the Service (the “Client”).The scope of these Terms includes all access to and use of the Dexa analytics platform, encompassing the web interface, API connections, reporting dashboards, trader classification tools, integrated systems, automated actions, and all associated software features (the “Service”).

The Client signifies its full acceptance of these Terms by performing any of the following: establishing a user account, engaging an “Accept” mechanism, initiating a subscription plan, linking external data sources, activating platform features, or otherwise engaging with any part of the Service.

1.2. Business Use Only

The Service is provided on a business-to-business basis only. The Client represents that it is a business entity or other professional organisation using the Service for internal business purposes, and not as a consumer. The individual accepting these Terms on behalf of the Client represents that they have authority to bind the Client.

1.3. Relationship with SaaS Agreement

These Terms are intended to operate together with the applicable SaaS Service Agreement governing the Service. If the Client and the Provider have entered into a written or electronically accepted SaaS Service Agreement, order form or other commercial agreement governing the Service, such agreement shall prevail over these Terms to the extent of any conflict.These Terms shall continue to apply to the Client’s use of the Service except where expressly replaced or contradicted by the applicable SaaS Service Agreement.

1.4. No Use If Terms Are Not Accepted

If the Client does not agree to these Terms, the Client must not access or use the Service. Continued use of the Service after any update to these Terms constitutes acceptance of the updated Terms, unless the Client is entitled to terminate the Service under the applicable SaaS Service Agreement.

2. Service Description

2.1. General Description

Dexa is a B2B analytics and dealing-desk decision-support platform for forex and CFD brokerages, prop trading firms and other financial institutions. The Service is designed to help the Client analyse trading activity, classify trader behaviour, monitor performance, support A-book / B-book analysis, and assist internal dealing-desk, execution-monitoring and risk-management processes.

2.2. Core Functionality

Depending on the Client’s subscription plan, configuration and enabled features, the Service may include:

1. algorithmic and machine-learning trader classification based on trading metrics, including, without limitation, trade timing, volume patterns, profit distribution, holding periods, instrument mix, execution characteristics and other relevant trading behaviour indicators
2. comprehensive analytics dashboards facilitating the oversight of key performance metrics, trading behaviors, risk exposure, and financial outcomes, alongside the monitoring of platform-level financial operations such as funding, disbursements, and credit corrections, further supported by instrument-specific profiling and comparative analysis of execution models
3. execution-profile management tools to support A-book, B-book or mixed execution analysis based on classifications, metrics and Client-defined rules
4. market-event and news-activity analytics, encompassing the identification and evaluation of trading patterns coinciding with economic releases and market triggers, facilitated by cross-referencing against third-party data sources, provided that the underlying economic calendar remains an integrated component rather than a standalone offering
5. reference FX rates used to normalise PnL, exposure and other metrics into a common reporting currency
6. pre-built, scheduled and ad-hoc reports, including AI-assisted reports
7. notification alerts, pattern-driven responses, and customisable automation sequences initiated by events such as shifts in trader classification, performance thresholds, economic news, or other conditions established and activated by the Client
8. the capability to integrate various trading platform servers specified by the Client and oversee numerous authorized users under one account, in accordance with applicable plan restrictions. For the avoidance of doubt, this feature excludes the Provider’s direct management, technical support, administration, or operational handling of the Client’s primary trading environments
9. integrations with supported trading platforms, bridge technology, CRM systems, data providers or other third-party systems.

2.3. Decision-Support Nature

The Service provides analytics, classifications, reports, alerts, recommendations and other outputs for the Client’s internal business use. The Provider does not independently decide how any trader, trading account or end-client should be treated. All business, trading, dealing-desk, execution, compliance, payout, trader-handling and customer-relationship decisions remain the sole responsibility of the Client.

2.4. Client-Configured Automation

Certain features may allow the Client to configure automation rules, triggers, thresholds or actions, including actions relating to trading platform group management or execution-profile adjustments.Automation is disabled by default unless expressly enabled and configured by the Client. Where automation is enabled, any automated action performed through the Service is the technical execution of rules or instructions configured by the Client and does not constitute an independent decision by the Provider.

2.5. No Advice or Regulated Activity

The Service does not provide financial, investment, legal, regulatory, tax or compliance advice. Unless expressly agreed otherwise in writing, the Provider does not execute trades, receive or control funds or assets, act as broker, dealer, liquidity provider, investment adviser, portfolio manager, payment service provider, custodian or regulated financial institution, or make discretionary trading, execution, hedging, liquidity-management or payout decisions for the Client.

3. Accounts, Users and Access

3.1. Client Account

The Client must provide accurate, complete and up-to-date information when creating or maintaining an account for the Service. The Client is responsible for ensuring that all account, billing, administrator and contact information remains accurate and current.

3.2. Authorised Users

The Client may allow its employees, officers, contractors or other authorised personnel to access the Service on its behalf, subject to the applicable plan limits and access permissions. The Client is responsible for all acts and omissions of its authorised users as if they were acts and omissions of the Client.

3.3. Access Rights

The Client is responsible for assigning and managing user roles, permissions and access rights within the Service. The Client shall ensure that each authorised user has only the access reasonably necessary for their role.

3.4. Credentials and Security

The Client is responsible for maintaining the confidentiality and security of all usernames, passwords, authentication methods, API keys, access tokens and other credentials used to access the Service. The Client must promptly notify the Provider of any suspected unauthorised access, credential compromise or misuse of the Service.

3.5. Activity Through the Account

The Client is responsible for all activity conducted through its account, integrations, credentials and authorised users, except to the extent caused by the Provider’s breach of these Terms. The Provider may treat any instruction, configuration, automation, data connection or action made through the Client’s account as authorised by the Client.

4. Client Data and Integrations

4.1. Client Data

“Client Data” means all data, content, information and materials submitted, uploaded, connected, transmitted or otherwise made available to the Service by or on behalf of the Client, including trading data, account attributes, technical identifiers, platform data, configuration data and data generated from the Client’s use of the Service. As between the Client and the Provider, the Client retains all rights in Client Data.

4.2. Usage Rights for Client Data

The Client hereby grants the Provider a non-exclusive right to process Client Data for the purposes of providing, operating, maintaining, securing, supporting, enhancing and developing the Service, as well as to ensure compliance with these Terms and applicable legal mandates. The Provider shall not sell Client Data, nor utilize identifiable Client Data for marketing, advertising, or unrelated profiling. Furthermore, identifiable Client Data shall not be employed to train machine-learning or artificial intelligence models owned by the Provider or any third party. The Provider reserves the right to utilize anonymized or aggregated data as further detailed in Section 14.2A.

4.3. Client Responsibility for Data

The Client represents and warrants that it has all rights, permissions, notices, consents, legal bases and authorisations required to provide Client Data to the Provider and to use the Service for analytics, classification, reporting, monitoring and automation purposes. The Client is solely responsible for the accuracy, legality, quality and completeness of Client Data.

4.4. Data Categories

Depending on the Client’s configuration, connected systems and enabled functionality, the Service may process trading activity, trading account identifiers and login numbers, account groups, balance, equity, leverage, IP address history, device or connection metadata, classifications, scores, alerts, reports, authorised-user account details, access logs and authentication data.

The Service does not require end-client names, personal email addresses, phone numbers, identity documents, KYC files, bank account details or payment information for the ordinary operation of its analytics and classification pipeline.

Trader names and email addresses are retrieved from the Client’s connected trading platform only where the Client expressly enables the relevant optional functionality. Email addresses may be used for account matching or consolidation, while trader names and email addresses may be displayed within the Client’s tenant through the “Load traders personal data” or “Trader ID Selection” settings. The purposes, access arrangements and retention and deletion provisions applicable to these functions are described in the Privacy Policy and the applicable SaaS Service Agreement.

4.5. Integrations

The Client is responsible for obtaining and maintaining all licences, permissions, rights, accounts, credentials and approvals required to connect the Service to the Client’s trading platforms, databases, CRM systems, bridge technology, liquidity systems or other third-party systems. The Client shall ensure that any access granted to the Service is lawful, authorised, secure and limited to the minimum permissions reasonably necessary for the intended integration.

4.6. Excessive or Unsafe Access

The Provider may refuse, suspend or restrict any integration or data connection that, in the Provider’s reasonable opinion, creates a security, operational, legal, regulatory or data-protection risk. The Client shall not provide administrative, unrestricted or excessive access unless expressly required and agreed by the Provider.

5. Data Protection and Privacy

5.1. Roles

Where the Provider processes personal data contained in Client Data, the Client acts as the data controller and the Provider acts as the data processor, unless otherwise agreed in writing. The Provider processes such personal data on the Client’s documented instructions, including instructions given through the Service configuration, integrations and support requests.

5.2. Client Obligations

The Client is responsible for ensuring that it has a valid legal basis, required notices, permissions and safeguards for providing personal data to the Provider and using the Service. The Client is solely responsible for determining whether its use of the Service involves profiling, automated processing or automated decision-making under applicable data-protection laws.

5.3. Personal Data and Pseudonymised Data

Trading account numbers, IP addresses, device identifiers and connection metadata may constitute personal data where they relate to an identified or identifiable individual, including where identification is possible by combining them with other information. The absence of end-client names or KYC documents does not, by itself, make the data anonymous. Pseudonymised data remains personal data where it can be attributed to an individual using additional information.

Trader names and email addresses processed through optional functionality are treated as personal data and are subject to the applicable data-protection provisions of the Privacy Policy and the applicable SaaS Service Agreement.

5.4. Data Subject Requests

The Client maintains exclusive responsibility for managing and addressing all inquiries, grievances, or formal requests submitted by traders, end-clients, personnel, or other relevant data subjects. The Provider shall not engage in direct communication with such data subjects regarding the Service, Subject to the operational nature of the Service and the Provider’s specific capacity, the Provider shall offer reasonable cooperation to the Client to facilitate compliance with applicable data-protection obligations and statutory requirements.

5.5. Security Incidents

The Provider shall notify the Client without undue delay after becoming aware of a confirmed personal data breach affecting Client Data. The Provider shall reasonably cooperate with the Client in investigating, mitigating and responding to such breach.

6. AI, Machine Learning and Analytics Outputs

6.1. AI and ML Features

The Service may include rule-based, algorithmic, machine-learning and AI-assisted features, including trader classifications, pattern detection, prediction tools, confidence scores, alerts, recommendations and AI-assisted reports. These features are provided to support the Client’s internal analysis and decision-making and do not constitute final, conclusive or binding determinations.

6.2. Rule-Based Classifications

The Service may generate trader classifications or pattern indicators based on predefined or Client-configured rules. Where the Client creates, modifies, enables or disables such rules, the Client is responsible for the content, thresholds, triggers, intended use and consequences of those rules.

6.3. Machine-Learning Outputs

The Service may generate machine-learning assisted predictions or probability-based recommendations using trading activity, account attributes, behavioural metrics and other data processed by the Service. Machine-learning outputs are probabilistic and may produce false positives, false negatives, errors, omissions or unexpected results. Confidence scores indicate the model’s confidence in a particular output and do not guarantee accuracy, future performance or suitability for any particular decision.

6.4. AI-Assisted Reports

The Service may include AI-assisted reporting features supported by third-party AI providers, including OpenAI and Anthropic / Claude. Unless otherwise stated by the Provider, third-party AI providers are used to support query generation, summaries, explanations or similar AI-assisted functionality and do not independently access the Client’s full tenant, analytics database, trading platform or source systems. The Client is responsible for reviewing all AI-assisted reports and outputs before using or relying on them.

6.5. No Training on Client Data

The Provider shall not knowingly permit third-party AI providers to use Client Data for their own model training, advertising or unrelated profiling purposes, unless expressly agreed otherwise in writing.

6.6. Limitations of Outputs

No classification, prediction, score, alert, report, recommendation or other output generated by the Service constitutes legal evidence or a final determination that any trader or end-client has committed fraud, abuse, arbitrage, market manipulation, contractual breach, regulatory violation or other misconduct. The Client must not rely on any Service output as the sole basis for taking any materially adverse action against a trader or end-client without appropriate independent review and supporting evidence.

6.7. No Guarantee of Results

The Provider does not warrant that the Service will identify all risky, abusive, profitable, unprofitable, linked, coordinated or otherwise relevant trading accounts. The Provider does not warrant that use of the Service will prevent losses, improve profitability, ensure regulatory compliance, prevent disputes or produce any particular commercial, financial or operational result.

7. Client Responsibility and Acceptable Use

7.1. Client Decisions

The Client remains solely responsible for all business, trading, dealing-desk, execution, risk-management, compliance, payout, trader-handling and customer-relationship decisions made in connection with the Client’s use of the Service. The Provider does not independently decide how any trader, trading account or end-client should be treated.

7.2. Human Review

The Client shall conduct appropriate human review before taking or maintaining any action that may materially affect a trader, trading account or end-client, including changing execution group, suspending or restricting trading, closing an account, rejecting a payout or cancelling any profit or trading result.

7.3. Automation

Where the Client enables automation, the Client is responsible for configuring, testing, monitoring and disabling any rules, triggers, thresholds, integrations or actions. Any automated action performed through the Service is the technical execution of the Client’s configured instructions and does not constitute an independent decision by the Provider.

7.4. Prohibited Use

The Client must not use the Service:

1. for any unlawful, deceptive, abusive, discriminatory, unfair or unauthorised purpose
2. to improperly deny, delay, cancel or withhold payouts, withdrawals, profits, bonuses or contractual entitlements
3. to manipulate execution conditions in breach of applicable law, the Client’s own terms, execution policies or regulatory obligations
4. to mislead traders, end-clients, regulators, auditors, liquidity providers or other third parties
5. to evade legal, regulatory, contractual, consumer-protection, data-protection or financial-services obligations
6. to access, process, extract or attempt to obtain data outside the Client’s authorised tenant, systems or permitted scope
7. to interfere with, disrupt, test, overload, reverse engineer or compromise the Service or its security, except as expressly authorised by the Provider in writing.

7.5. Compliance

The Client is solely responsible for ensuring that its business, operations, licences, regulatory status, data processing, client-facing terms and use of the Service comply with all applicable laws and regulations. The Service does not replace the Client’s own legal, compliance, risk-management, audit, AML, sanctions, financial-crime or data-protection functions.

8. Security and Availability

8.1. Security Measures

The Provider shall maintain reasonable technical and organisational measures designed to protect the Service and Client Data against unauthorised access, loss, misuse or alteration. Such measures may include access controls, encryption, secure transmission, tenant separation, logging, backups, firewalls and other security controls appropriate to the nature of the Service.

8.2. Client Security Responsibilities

The Client is responsible for securely managing its users, credentials, devices, integrations, API keys, access permissions and connected systems. The Client must promptly notify the Provider of any suspected unauthorised access, credential compromise or misuse of the Service.

8.3. Availability

The Provider will use commercially reasonable efforts to keep the Service available and operational. The Service may be unavailable due to maintenance, updates, technical issues, third-party failures, security events or circumstances beyond the Provider’s reasonable control.

8.4. No Critical Dependency

The Client acknowledges that the Service is an analytics and decision-support tool. The Client remains responsible for maintaining its own systems, controls, records, procedures and business-continuity measures necessary to operate its business if the Service is unavailable.

9. Third-Party Services and Integrations

9.1. Third-Party Systems

The Service may connect to or depend on third-party systems, including trading platforms, bridge technology, CRM systems, data providers, hosting providers, communication tools and AI providers. The Provider is not responsible for the availability, performance, security, changes or failures of third-party systems that are not controlled by the Provider.

9.2. Client Integrations

The Client is responsible for ensuring that any third-party system connected to the Service is properly authorised, configured and maintained. The Client is responsible for any data, instructions, permissions or actions transmitted through its connected systems.

9.3. Changes to Integrations

The Provider may update, modify, suspend or discontinue integrations where required for security, technical, legal, commercial or operational reasons. Where reasonably possible, the Provider will provide advance notice of material changes affecting existing integrations.

9.4. Third-Party Terms

The Client’s use of third-party systems may be subject to separate terms, policies or fees imposed by the relevant third-party provider. The Provider is not responsible for the Client’s compliance with such third-party terms.

10. Fees and Payment

10.1. Fees

The Client shall pay all fees applicable to its selected plan, subscription, usage, add-ons or enabled paid functionality. Fees may be specified in the Service interface, invoice, order form or other commercial communication accepted by the Client.

10.2. Billing and Payment

Unless otherwise agreed, fees are payable in advance and are non-refundable. The Provider may suspend or restrict access to the Service if any undisputed payment remains overdue after notice to the Client.

10.3. Taxes

Fees are exclusive of taxes, duties, levies and similar charges, unless expressly stated otherwise. The Client is responsible for all applicable taxes arising from its purchase or use of the Service, except taxes based on the Provider’s income.

10.4. Plan Changes

The Client may upgrade, downgrade or change its plan only in accordance with the options made available by the Provider. Changes may affect available features, limits, pricing, billing periods and access rights.

11. Disclaimers

11.1. Service Provided “As Is”

The Service is provided on an “as is” and “as available” basis, except as expressly stated in these Terms or any separate agreement between the parties.

11.2. No Accuracy Guarantee

The Provider does not guarantee that the Service, its outputs, classifications, predictions, reports, alerts, recommendations or integrations will be complete, accurate, uninterrupted, error-free or suitable for any particular purpose.

11.3. No Business Outcome Guarantee

The Provider does not guarantee that use of the Service will increase revenue, reduce losses, prevent abusive trading, identify all relevant trader behaviour, improve execution quality, ensure compliance or avoid disputes.

11.4. Client Reliance

The Client uses the Service and its outputs at its own risk and remains responsible for independently reviewing, validating and deciding how to use any information generated by the Service.

12. Limitation of Liability

12.1. Excluded Losses

To the maximum extent permitted by law, the Provider shall not be liable for any indirect, incidental, special, consequential, punitive or exemplary losses, or for any loss of profit, revenue, business, goodwill, data, trading opportunity, expected savings, reputation or business interruption.

12.2. Trading and Business Decisions

The Provider shall not be liable for losses arising from the Client’s business, trading, execution, payout, compliance, risk-management, trader-handling or customer-relationship decisions, including decisions based on or assisted by Service outputs.

12.3. Liability Cap

Subject to the provisions of Sections 12.3A and 12.4, the Provider’s total aggregate liability arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, shall be limited to Subject to the provisions of Sections 12.3A and 12.4, the Provider’s total aggregate liability arising out of or in connection with any impacted Annex, whether in contract, tort, or otherwise, shall be limited to twenty percent (20%) of the Fees actually received and kept by the Provider under such Annex during the twelve (12) month period immediately prior to the occurrence of the event justifying the claim.

12.3A. Enhanced Cap for Sensitive Breaches

Notwithstanding Section 12.3, the Provider’s total aggregate liability for claims resulting from a breach of confidentiality, data-protection mandates, or a personal data incident arising from the Provider’s failure to maintain the security controls specified in these Terms, shall be limited to two (2) times the liability cap defined in Section 12.3.

12.4. Unrestricted Liability

Notwithstanding any other provision, these Terms do not restrict or exclude liability for:

1. fatalities or physical harm resulting from negligence by a party
2. fraudulent acts or intentional misrepresentations
3. instances of gross negligence or deliberate misconduct that are unlimitable by law
4. the Client’s contractual duty to settle all outstanding fees
5. any liability which, by operation of law, cannot be waived or capped.

12.5. Totality of Limits and Economic Basis

The liability thresholds established in Section 12 represent the total combined limit for all causes of action throughout the Service duration, rather than applying to individual claims. The Client agrees that these limitations and exclusions are fundamental to the commercial agreement and are reflected in the Service pricing.

12.6. Prescription Period

As permitted by governing law, no legal action relating to these Terms or the Service may be initiated more than twelve (12) months following the point at which the party became aware, or should have reasonably identified, the circumstances justifying the claim.

13. Indemnity

13.1. Client Indemnity

The Client shall indemnify and hold harmless the Provider against any claims, losses, damages, liabilities, costs and expenses arising from:

1. the Client’s use or misuse of the Service
2. Client Data, connected systems or integrations provided by the Client
3. the Client’s business, trading, execution, compliance, payout or trader-handling decisions
4. the Client’s breach of these Terms or applicable law
5. claims by traders, end-clients, regulators, liquidity providers or other third parties arising from the Client’s use of Service outputs, classifications, automations or reports.

The Client’s duty to indemnify the Provider as set forth in this Section shall be waived if the relevant claim, loss, or liability is conclusively found to have resulted from the Provider’s fraudulent acts, intentional misconduct, gross negligence, or a fundamental violation of these Terms.

13.2. Conditions

The Provider shall promptly notify the Client of any claim for which indemnity is sought and shall provide reasonable cooperation, at the Client’s expense.The Client shall not settle any claim in a way that imposes liability, admission of wrongdoing or obligation on the Provider without the Provider’s prior written consent.

13.3. Provider IP Indemnity

The Provider shall indemnify and hold harmless the Client against any claims, losses, or liabilities resulting from a third-party allegation that the Client’s authorized use of the Service, in strict accordance with these Terms, infringes upon the intellectual property rights of such third party.

This indemnification obligation shall not apply to the extent that a claim results from Client Data, unauthorized modifications to the Service, misuse of the platform, the integration of the Service with third-party systems or materials not supplied by the Provider, or the Client’s failure to implement a non-infringing replacement provided by the Provider.

Should the Service be subject to an infringement claim, or if the Provider reasonably anticipates such an event, the Provider may, at its discretion, secure the necessary rights for the Client’s continued use, modify the Service to render it non-infringing, or terminate the impacted functionality and provide a pro-rata refund of any prepaid, unused fees associated with that specific period.

14. Intellectual Property

14.1. Provider IP

The Service, software, interfaces, dashboards, algorithms, models, workflows, reports templates, documentation, designs, know-how and all related intellectual property are owned by the Provider or its licensors. Except for the limited right to use the Service under these Terms, no rights are transferred to the Client.

14.2. Client Data

The Client retains all rights in Client Data. The Provider may process Client Data only as permitted under these Terms, including to provide, secure, support, maintain and improve the Service.

14.2A. Aggregated and Anonymised Data

The Provider reserves the right to process and utilize data in an aggregated or anonymized format derived from Service operations for the purposes of internal analytics, enhancing service quality, ensuring security, establishing industry benchmarks, and advancing product development. The Provider shall ensure that such data is processed in a manner that precludes the identification of the Client, any specific trader, end-client, or any individual element of Client Confidential Information.

14.3. Service Outputs

The Client may use reports, analytics, classifications, alerts and other outputs generated by the Service for its internal business purposes. The Client must not resell, publish, disclose or commercially exploit Service outputs as a standalone product or service without the Provider’s prior written consent.

14.4. Restrictions

The Client must not copy, modify, reverse engineer, decompile, scrape, reproduce, resell, sublicense or create derivative works from the Service, except to the extent expressly permitted by law or by the Provider in writing.

14.5. Feedback

The Provider may freely use any feedback, suggestions or improvement ideas provided by the Client, without restriction or compensation, provided that the Provider does not disclose Client Confidential Information.

15. Confidentiality and Publicity

15.1. Confidentiality

During the term of the Service, either party may be exposed to proprietary business, technical, commercial, or financial information, as well as operational data or other materials of a sensitive nature belonging to the other party.The receiving party shall maintain such information in strict confidence, applying reasonable technical and organizational safeguards. Confidential information may only be utilized or disclosed to the extent required to provide or access the Service, fulfill obligations under these Terms, or satisfy mandatory legal requirements. These confidentiality mandates shall remain in force throughout the Client’s use of the Service and for a subsequent period of five (5) years following termination. Notwithstanding the foregoing, Client Data, trade secrets, access credentials, underlying source code, proprietary trading metrics, and internal dealing-desk logic shall be protected indefinitely, provided they maintain their status as confidential under applicable law.

15.2. Client Confidential Information

Client Confidential Information includes Client Data, trading data, trader classifications, reports, analytics, execution logic, A-book / B-book strategy, risk-management settings, automations, credentials and connected-system information.

15.3. Exceptions

Confidentiality obligations do not apply to information that is publicly available without breach of these Terms, already known without restriction, independently developed, or lawfully received from a third party.

15.4. Publicity

Subject to the Client’s prior written approval, the Provider may identify the Client as a customer and use the Client’s name, logo, trademark and brand elements in the Provider’s marketing materials, website and customer lists. The Client may withdraw such consent at any time by written notice to [email protected] Following such withdrawal, the Provider shall cease any new use of the Client’s marks and use commercially reasonable efforts to remove existing references from channels under its control within a reasonable period.

16. Suspension and Termination

16.1. Suspension

The Provider may suspend or restrict access to the Service if:

1. payment is overdue
2. the Client breaches these Terms
3. the Client’s use creates a security, legal, regulatory, operational or reputational risk
4. the Client uses the Service unlawfully or outside the permitted scope
5. suspension is required to protect the Service, Client Data, other clients or third-party systems.

Where reasonably possible, the Provider will give prior notice and an opportunity to remedy the issue.

16.1A. Duration and Automatic Renewal

Subject to the provisions of the relevant subscription plan, order form, or commercial agreement, the initial service term shall be one (1) month. Upon expiration, the subscription shall automatically extend for consecutive periods of identical duration.

Either party may terminate the automatic renewal by providing formal notice via the Service interface or electronic communication. Such notice must be submitted at least fourteen (14) calendar days prior to the conclusion of the active term, unless a different notice period is mandated by the Client’s specific plan.

16.2. Termination by Client

The Client may stop using the Service or terminate its subscription in accordance with the applicable plan, billing terms or agreement between the parties. Unless otherwise agreed, termination does not entitle the Client to a refund of prepaid fees.

16.3. Termination by Provider

The Provider may terminate the Client’s access to the Service if the Client materially breaches these Terms and fails to remedy the breach within a reasonable period after notice. The Provider may terminate immediately where continued access may create material legal, regulatory, security or operational risk.

16.4. Effect of Termination and Data Export

Following the termination of Service, the Client’s rights to access and utilize the platform shall immediately cease, and all unpaid fees and outstanding financial obligations shall become due and payable. Subject to any separate written agreement, the Provider shall maintain the Client’s tenant environment for a grace period of thirty (30) calendar days after termination to facilitate the export of Client Data. Upon expiration of this period, the Provider may delete or restrict access to active tenant data. The Provider may continue to store backup copies, system logs, and records required for legal compliance purposes, which shall be retained or removed in accordance with the Provider’s internal retention practices, backup lifecycles, and applicable legal mandates.

16.5. Survival

Sections relating to payment, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, data retention, governing law and any provisions which by their nature should survive shall survive termination.

17. Changes to the Service and Terms

17.1. Changes to the Service

The Provider may update, modify, improve, remove or discontinue features of the Service from time to time. The Provider will use reasonable efforts to avoid changes that materially reduce the core functionality of the Service during an active paid subscription, unless required for security, legal, regulatory, technical or operational reasons.

17.2. Amendment of Terms

The Provider reserves the right to modify these Terms periodically. In the event of substantial modifications that materially diminish the Client’s rights or significantly expand the Client’s liabilities, the Provider shall issue a formal notification at least thirty (30) calendar days prior to the effective date of such changes. Such notification may be delivered through the Service interface, via electronic mail, or through other commercially reasonable channels. This notice period shall not apply to amendments mandated by legal requirements, security imperatives, modifications by third-party providers, or urgent technical exigencies.

17.3. Client Consent and Termination

Should the Client object to any material amendment, the Client is entitled to terminate the impacted subscription prior to the implementation of the updated Terms. In such instances, the Provider shall issue a pro-rata refund for any prepaid and unutilized fees corresponding to the period following the effective termination date. The Client’s persistent engagement with the Service after the effective date of the revised Terms shall be deemed as definitive acceptance of the updated provisions.

18. Governing Law and Disputes

18.1. Governing Law

Subject to any separate written agreement executed by the parties, these Terms, alongside any dispute or non-contractual obligation related to the Service, shall be governed by and interpreted under the laws of Singapore, excluding its conflict-of-law principles.

18.2. Good-Faith Resolution

Before commencing legal proceedings, the parties shall use reasonable good-faith efforts to resolve any dispute through negotiation.

18.3. Judicial Forum

Without prejudice to Section 18.4 or any alternative written arrangement executed by the parties, the courts located in Singapore shall exercise exclusive jurisdiction to adjudicate any controversy or claim resulting from the Service or these Terms.

18.4. Injunctive Relief

Nothing in these Terms prevents either party from seeking urgent injunctive or equitable relief where necessary to protect its confidential information, intellectual property, systems, data or security.

19. General Provisions

19.1. Assignment

The Client may not assign or transfer its rights or obligations under these Terms without the Provider’s prior written consent. The Provider may assign or transfer these Terms in connection with a merger, restructuring, sale of assets, financing, corporate reorganisation or transfer of the Service.

19.2. Subcontracting

The Provider may use affiliates, employees, contractors, service providers and other third parties to provide, host, support, secure or improve the Service, provided that the Provider remains responsible for its obligations under these Terms.

19.3. Notices

The Provider may send notices through the Service, by email, or by other contact details provided by the Client. The Client is responsible for keeping its contact details up to date.

19.4. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in effect.

19.5. Waiver

A failure or delay by either party to enforce any right under these Terms does not constitute a waiver of that right.

19.6. Entire Agreement and Documentation

These Terms, incorporating the relevant Subscription Plan, Privacy Policy, Data Processing Addendum, Subprocessor Registry, Security Protocols, Automation Addenda, and any supplemental terms provided through the Service, represent the comprehensive agreement between the parties regarding the Service. Consistent with Section 1.3, any separate SaaS Service Agreement or commercial contract executed by the Client and Provider shall supersede these provisions in the event of a conflict.

20. Contact Information

For questions, concerns, or requests regarding these Terms of Use, please contact us:

We aim to respond to all inquiries within 2 business days.