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Terms of Service

Vouus Platform Terms of Service

Effective Date: [INSERT DATE]

Last Updated: [INSERT DATE]

1. Introduction

These Terms of Service (“Terms”) govern the access to and use of the Vouus platform and related services provided by iPrego Pte. Ltd. (UEN: [INSERT UEN]), a company incorporated in Singapore (“Company”, “we”, “us”, or “our”).

By accessing or using the Vouus platform, you agree to be bound by these Terms. These Terms form a legally binding agreement between you and the Company.

If you do not agree with these Terms, you must not access or use the Service.

2. Definitions

In these Terms, unless the context otherwise requires:

  • “Authorized Users” means individuals authorized by the Customer to access and use the Service under the Customer’s account.
  • “Customer” means the organization or individual that subscribes to the Service.
  • “Customer Data” means all data, content, and information uploaded, submitted, or otherwise transmitted to the Service by or on behalf of Customer or Authorized Users.
  • “Documentation” means the user guides, help materials, and technical documentation made available by the Company for the Service.
  • “Intellectual Property Rights” means patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights worldwide.
  • “Personal Data” has the meaning given under the Singapore Personal Data Protection Act 2012 (PDPA).
  • “Service” or “Platform” means the Vouus cloud-based software-as-a-service platform and related services.
  • “Subscription Term” means the period during which Customer has paid access to the Service.

3. About the Service

Vouus is a cloud-based Software-as-a-Service (SaaS) platform providing integrated business software solutions including:

  • Workflow and task automation
  • Business analytics and reporting
  • Customer relationship management (CRM)
  • Human resource management
  • Accounting and financial automation
  • Enterprise Resource Planning (ERP)

The Service is delivered through web-based applications operated by iPrego Pte. Ltd. The specific features available depend on the subscription plan selected by the Customer.

4. Eligibility

4.1 You must be at least 18 years of age and legally capable of entering into binding agreements to use the Vouus platform.

4.2 If you use the Service on behalf of an organization, you represent and warrant that:

  • you have the authority to bind that organization to these Terms;
  • you agree to these Terms on behalf of that organization; and
  • references to “you” and “Customer” in these Terms shall refer to that organization.

4.3 The Service is intended for business use. It is not directed to consumers or individuals under the age of 18.

5. User Accounts

5.1 To access certain features of the Service, users must create an account.

5.2 You agree to:

  • provide accurate, current, and complete information during registration;
  • maintain and promptly update your account information;
  • maintain the confidentiality of login credentials;
  • notify us immediately of any unauthorized use of your account (contact: [SECURITY_EMAIL]); and
  • not share account credentials with unauthorized persons.

5.3 You are responsible for all activities conducted through your account, whether or not authorized by you.

5.4 The Company reserves the right to suspend or disable accounts that appear to be compromised or used in violation of these Terms.

6. Acceptable Use

6.1 You agree not to use the Service in any manner that:

  • violates any applicable law, regulation, or third-party rights;
  • distributes malicious software, viruses, or harmful code;
  • disrupts the security, integrity, or performance of the Service;
  • attempts to gain unauthorized access to the Service or its related systems;
  • infringes Intellectual Property Rights of the Company or any third party;
  • involves unauthorized data scraping, harvesting, or automated access;
  • transmits unlawful, defamatory, or objectionable content; or
  • interferes with other users’ use of the Service.

6.2 The Company reserves the right to suspend or terminate access for any violation of this Section 6, with or without prior notice depending on the severity of the violation.

7. Customer Data

7.1 Ownership. As between the Company and Customer, Customer retains all rights, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to the Company.

7.2 License to Company. Customer grants the Company a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, and display Customer Data solely to the extent necessary to provide the Service and as otherwise permitted by these Terms.

7.3 Data Processing Role. When processing Personal Data contained within Customer Data, iPrego Pte. Ltd. acts as a data intermediary under Singapore PDPA. The terms governing such processing are set out in our Data Processing Agreement.

7.4 Customer Responsibility. Customer is solely responsible for:

  • the accuracy, quality, and legality of Customer Data;
  • the means by which Customer acquired Customer Data;
  • ensuring that Customer Data does not violate third-party rights; and
  • compliance with applicable data protection laws in relation to Personal Data within Customer Data.

7.5 Prohibited Data. Unless expressly agreed in writing, Customer shall not upload to the Service any data that constitutes: (a) sensitive personal data (as defined under PDPA) without appropriate safeguards; (b) payment card data subject to PCI-DSS; (c) protected health information subject to specific healthcare regulations; or (d) data subject to government security classifications.

8. Optional automation and assisted features

8.1 The Service may include optional automation or assisted features designed to support business operations (“Assisted Features”).

8.2 No Professional Advice. Outputs from Assisted Features are provided for informational and productivity purposes only. They do not constitute professional, legal, financial, medical, or other specialized advice. Customer should consult qualified professionals for matters requiring such expertise.

8.3 Human Oversight Required. Users are responsible for reviewing, verifying, and approving outputs from Assisted Features before taking action based on them. The Company does not guarantee the accuracy, completeness, or suitability of such outputs.

8.4 Limitations. Assisted Features may produce results that are inaccurate, incomplete, or unsuitable for a particular purpose. Users should exercise independent judgment and not rely solely on those results for critical business decisions.

8.5 Data usage. Customer Data processed by Assisted Features is handled in accordance with our Privacy Policy and Supplemental product practices. Customer Data is not used to train third-party foundation models without Customer’s explicit consent.

8.6 Third-party subprocessors. Certain Assisted Features may rely on subprocessors. The Company ensures appropriate contractual safeguards with such providers regarding data protection and confidentiality.

9. Fees and Payment

9.1 Certain features of the Service require paid subscriptions. Fees are set out in the applicable Order Form or pricing page.

9.2 Customer agrees to:

  • pay all applicable subscription fees in the currency and by the due date specified;
  • maintain valid and current billing information;
  • pay any applicable taxes (excluding taxes on Company’s income); and
  • comply with payment terms specified in the Order Form.

9.3 Automatic Renewal. Unless otherwise specified, subscriptions renew automatically for successive periods equal to the initial Subscription Term at the then-current fees, unless either party provides written notice of non-renewal at least thirty (30) days before the renewal date.

9.4 Late Payment. If payment is not received by the due date, the Company may: (a) charge interest at 1.5% per month or the maximum rate permitted by law, whichever is lower; (b) suspend access to the Service until payment is received; or (c) pursue other remedies available at law.

9.5 Refunds. Fees are non-refundable except as expressly stated in these Terms or as required by applicable law.

10. Service Availability

10.1 The Company uses commercially reasonable efforts to provide reliable service availability as described in our Service Level Agreement.

10.2 The Service may be temporarily unavailable due to:

  • scheduled maintenance (with reasonable advance notice where practicable);
  • emergency maintenance to address security or stability issues;
  • circumstances beyond the Company’s reasonable control; or
  • actions or omissions of Customer or third parties.

10.3 The Company does not warrant that the Service will be uninterrupted or error-free.

11. Intellectual Property

11.1 Company IP. The Company and its licensors own all rights, title, and interest in and to the Service, including all software, technology, designs, trademarks, and Documentation. These Terms do not grant Customer any rights to the Company’s Intellectual Property Rights except the limited license to use the Service.

11.2 License Grant. Subject to these Terms and payment of applicable fees, the Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term for Customer’s internal business purposes.

11.3 Restrictions. Customer shall not:

  • copy, modify, adapt, or create derivative works of the Service;
  • reverse engineer, disassemble, or decompile the Service except as permitted by law;
  • sublicense, sell, resell, transfer, or distribute the Service;
  • use the Service to build a competing product or service;
  • remove or alter any proprietary notices on the Service; or
  • access the Service to benchmark against a competing product.

11.4 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Service (“Feedback”), Customer grants the Company a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose without obligation to Customer.

12. Confidentiality

12.1 Definition. “Confidential Information” means information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Customer Data is Customer’s Confidential Information. The Service and its underlying technology are Company’s Confidential Information.

12.2 Obligations. Each party agrees to: (a) protect the other party’s Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of performing under these Terms; and (c) not disclose Confidential Information except to employees, contractors, and agents with a need to know who are bound by confidentiality obligations.

12.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known without breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

12.4 Compelled Disclosure. A party may disclose Confidential Information if required by law or legal process, provided it gives reasonable prior notice (where permitted) to allow the other party to seek protective measures.

13. Warranties and Disclaimers

13.1 Company Warranties. The Company warrants that:

  • the Service will perform substantially in accordance with the Documentation during the Subscription Term;
  • the Company has the authority to enter into these Terms and grant the rights granted herein; and
  • the Company will provide the Service in a professional manner consistent with industry standards.

13.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 13.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.3 Third-Party Services. The Service may integrate with or contain links to third-party services. The Company does not warrant or endorse such services and is not responsible for their availability, accuracy, or content.

13.4 Beta Features. Any features designated as “beta,” “preview,” or “early access” are provided without warranty and may be modified or discontinued at any time.

14. Indemnification

14.1 By Company. The Company will defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from allegations that the Service, as provided by the Company and used in accordance with these Terms, infringes a third party’s Intellectual Property Rights (an “IP Claim”). If an IP Claim is made or appears likely, the Company may, at its option: (a) procure the right for Customer to continue using the Service; (b) modify the Service to be non-infringing; or (c) terminate Customer’s access and refund prepaid fees for the unused portion of the Subscription Term. This Section 14.1 states the Company’s sole liability and Customer’s exclusive remedy for IP Claims.

14.2 By Customer. Customer will defend, indemnify, and hold harmless the Company from and against any third-party claims, damages, and costs (including reasonable attorneys’ fees) arising from: (a) Customer Data or Customer’s use of the Service in violation of these Terms; (b) Customer’s violation of applicable law; or (c) any dispute between Customer and its end users or third parties.

14.3 Procedure. The indemnifying party’s obligations are contingent on: (a) prompt written notice of the claim; (b) sole control of the defense and settlement (provided no settlement admits liability or imposes obligations on the indemnified party without consent); and (c) reasonable cooperation from the indemnified party.

15. Limitation of Liability

15.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15.3 Excluded Claims. “Excluded Claims” means: (a) Customer’s payment obligations; (b) either party’s indemnification obligations under Section 14; (c) either party’s breach of Section 12 (Confidentiality); (d) Customer’s violation of Section 6 (Acceptable Use) or Section 11.3 (Restrictions); and (e) liability that cannot be limited by applicable law.

15.4 Basis of Bargain. The limitations in this Section 15 reflect the allocation of risk between the parties and form an essential basis of the bargain. The Service would not be provided without these limitations.

16. Term and Termination

16.1 Term. These Terms commence when Customer first accesses the Service and continue until terminated as provided herein.

16.2 Subscription Term. The Subscription Term is specified in the applicable Order Form. Unless terminated earlier, the Subscription Term renews as provided in Section 9.3.

16.3 Termination for Convenience. Either party may terminate a Subscription Term by providing written notice at least thirty (30) days before the end of the then-current term.

16.4 Termination for Cause. Either party may terminate these Terms immediately upon written notice if the other party:

  • materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice; or
  • becomes insolvent, files for bankruptcy, or ceases operations.

16.5 Termination by Company. The Company may suspend or terminate access immediately if Customer: (a) violates Section 6 (Acceptable Use); (b) poses a security risk to the Service; (c) fails to pay fees within fifteen (15) days of notice of non-payment; or (d) is required to do so by law or legal process.

16.6 Effect of Termination. Upon termination or expiration:

  • Customer’s right to access the Service terminates immediately;
  • Customer shall pay all fees accrued through the termination date;
  • each party shall return or destroy the other party’s Confidential Information; and
  • Customer may request export of Customer Data within thirty (30) days of termination, after which the Company may delete Customer Data in accordance with its retention policies.

16.7 Survival. Sections 7.1 (Ownership), 11 (Intellectual Property), 12 (Confidentiality), 13.2 (Disclaimer), 14 (Indemnification), 15 (Limitation of Liability), 16.6 (Effect of Termination), 17 (Governing Law), and 18 (General Provisions) survive termination.

17. Governing Law and Dispute Resolution

17.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to conflict of law principles.

17.2 Dispute Resolution. Any dispute arising out of or in connection with these Terms shall be resolved as follows:

  • Negotiation. The parties shall first attempt to resolve the dispute through good-faith negotiation for a period of thirty (30) days.
  • Mediation. If negotiation fails, either party may submit the dispute to mediation administered by the Singapore Mediation Centre in accordance with its Mediation Procedure in force.
  • Litigation. If mediation fails or is declined, the dispute shall be submitted to the exclusive jurisdiction of the courts of Singapore.

17.3 Injunctive Relief. Notwithstanding Section 17.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

18. General Provisions

18.1 Entire Agreement. These Terms, together with any Order Form and incorporated policies (Privacy Policy, DPA, SLA, Cookie Policy, Supplemental product practices), constitute the entire agreement between the parties and supersede all prior agreements or understandings regarding the subject matter.

18.2 Amendments. The Company may update these Terms by posting the revised version on its website with an updated “Last Updated” date. Material changes will be communicated via email or in-platform notice at least thirty (30) days before taking effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

18.3 Severability. If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.4 Waiver. Failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.5 Assignment. Customer may not assign or transfer these Terms without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.

18.6 Notices. Notices to the Company shall be sent to [LEGAL_EMAIL] or to iPrego Pte. Ltd. at its registered address. Notices to Customer shall be sent to the email address associated with Customer’s account.

18.7 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, pandemic, war, terrorism, or internet or telecommunications failures.

18.8 No Third-Party Beneficiaries. These Terms do not confer any rights on any third party.

18.9 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

18.10 Language. These Terms are in English. If translated, the English version prevails in case of conflict.

Contact

For questions regarding these Terms:

  • iPrego Pte. Ltd.
  • Email: [LEGAL_EMAIL]
  • Address: [INSERT REGISTERED ADDRESS], Singapore