These Subscription Terms and Conditions govern access to and use of AveriWorks, including its software, applications, modules, websites, APIs, integrations, analytics, support services, professional services and related services.
The Services are provided by ZETTA SOLUTION PTE. LTD. (UEN 201206718K), registered at 18 Sin Ming Ln, #06-22, Singapore 573960. In these Terms, "we", "us" and "our" refer to ZETTA SOLUTION PTE. LTD.
By creating an Account, clicking "I agree", accepting an order, accepting a quotation or using the Services, the Customer agrees to these Terms. Where a person accepts these Terms on behalf of an organisation, that person confirms that they are authorised to bind that organisation.
1. Definitions
Account means an account created to access, use or administer the Services.
Aggregated Data means information that has been combined, summarised, generalised, anonymised or otherwise processed so that it cannot reasonably be used to identify or attribute information to an individual, Customer, specific business, customer, supplier, counterparty or individual transaction.
Authorised User means an employee, officer, contractor, adviser or other person authorised by the Customer to access the Services.
Customer means the individual, business or organisation that registers for, subscribes to or uses the Services.
Customer Data means information, records, documents and content entered, uploaded, transmitted, generated or stored by or for the Customer through the Services. Customer Data may include business records, transaction records, Personal Data and confidential commercial information. Customer Data excludes Aggregated Data, Platform Data and our intellectual property.
Data Products means benchmarks, reports, dashboards, statistics, indices, models, forecasts, datasets, market intelligence, industry analyses and other products or services created using Aggregated Data.
Free Tier means a subscription offered without a recurring subscription fee, subject to the limits, advertisements and other conditions stated in these Terms or within the Services.
Order Form means a quotation, subscription order, statement of work, online ordering page or other ordering document accepted by the Customer.
Paid Plan means a subscription plan for which fees are payable.
Personal Data means information about an identifiable individual under applicable data-protection law.
Platform Data means technical, operational and analytical information relating to the provision, performance, security and use of the Services. Platform Data may include system logs, feature usage, device and browser information, performance statistics, error records and security events.
Services means AveriWorks and its related software, modules, applications, websites, APIs, integrations, analytics, support and professional services.
2. Subscription and permitted use
Subject to these Terms and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Services during the applicable Subscription Term for the Customer's internal business purposes.
Unless expressly stated otherwise:
each subscription applies to one legal entity;
separate legal entities require separate subscriptions;
access is subject to the selected plan's limits;
the Customer may not resell or sublicense the Services; and
the Customer receives no ownership interest in the Services or underlying technology.
3. Plans, features and limits
The features, limits and support included in each plan will be stated on our website, within the Services, in the pricing page or in the applicable Order Form.
Plans may differ in relation to:
number of users or entities;
storage;
transaction, invoice or document limits;
available modules;
integrations and API access;
reporting and analytics;
business insights and benchmarks;
data retention;
support;
service-level commitments; and
advertisements or sponsored content.
We may add, remove, modify, replace, suspend or discontinue features, modules, limits, integrations, reports, analytics, user interface elements, workflows or other parts of the Services from time to time.
For Paid Plans, where a change materially affects the Customer’s use of the Services, we will provide reasonable advance notice where practicable. The Customer may cancel the affected subscription before the change takes effect, but unless required by law or expressly agreed by us in writing, fees already paid are non-refundable and cancellation will take effect at the end of the current paid billing period.
We may make changes immediately where necessary for security, legal compliance, prevention of misuse, third-party service changes, system integrity, technical constraints, service continuity or continued operation of the Services.
From time to time, we may make beta, early-access, preview or similar pre-release features available (“Beta Features”). Beta Features are provided for evaluation purposes only, on an “as is” and “as available” basis, without any warranty, service-level commitment, or guarantee of continued availability. We may modify or discontinue a Beta Feature, or convert it to a generally available feature on different terms, at any time without notice. Beta Features may be less reliable than generally available features, and the Customer should not rely on them for production or business-critical purposes without independent testing.
4. Free Tier
The Free Tier may be subject to reduced functionality, usage limits, storage limits, limited support, restrictions on integrations, restrictions on reports or exports, lower service priority, shorter data-retention periods and advertisements or sponsored content.
The Free Tier may display advertisements, sponsored content, partner offers, product recommendations and promotional messages. These may appear within dashboards, navigation areas, reports, notifications, emails relating to the Free Tier or other areas of the Services.
We may use broad, non-sensitive information to determine which advertisements are relevant, including industry category, general business type, country or broad region, selected modules, Account type, language, feature usage and general interaction information.
We will not give advertisers access to raw Customer Data, identifiable transaction records, Personal Data, customer lists, supplier lists or confidential pricing information merely because an advertisement is displayed. Advertisers may receive aggregated campaign statistics, such as impressions, clicks and broad audience categories.
Clicking a third-party advertisement may redirect an Authorised User to an external website or service governed by the third party's own terms and privacy notice. We do not control or accept responsibility for third-party products, services, claims or websites.
We may add, remove, modify, limit or replace Free Tier features, functions, limits, advertisements, support options and availability at any time. Where reasonably practicable, we will provide notice before materially reducing Free Tier functionality or discontinuing the Free Tier.
A Free Tier Account may be considered inactive after 90 consecutive days without meaningful use, as reasonably determined by us. Meaningful use includes logging into the Account, and creating, editing or viewing records, generating a report, or making an API call; it does not include merely receiving emails or notifications, or having the Account exist without any login or activity. We may suspend or delete an inactive Account after giving at least 14 days’ notice.
Unless expressly stated otherwise, the Free Tier is provided on an "as available" basis without guaranteed uptime, support-response time, recovery time or service credits.
5. Accounts and security
When an Account is created, we may require the person creating it to verify an email address, whether by entering a verification code or clicking a verification link, before the Account is fully activated. An Account that is not verified within 14 days of creation may be removed without further notice, regardless of whether it was created under the Free Tier or a Paid Plan. Before removing an unverified Account, we may attempt to notify the email address provided, but we are not obliged to verify that the address is valid or that any notice was received.
The Customer must:
ensure that each Authorised User uses an individual Account;
keep Account credentials confidential;
establish appropriate permissions and access controls;
remove access for former or unauthorised users promptly;
use multi-factor authentication where required;
notify us promptly of suspected unauthorised access; and
ensure its Authorised Users comply with these Terms.
The Customer is responsible for activity carried out through its Accounts, except to the extent directly caused by our breach or failure to implement reasonable security measures.
We may rely on any instruction, approval, request or other action taken through an Account, or by a person who reasonably appears to be an Account administrator or otherwise authorised to act on the Customer’s behalf, without further enquiry. We are not responsible for resolving disputes between the Customer’s own officers, employees, members or stakeholders over control of an Account. Where we become aware of such a dispute, we may, at our discretion, suspend or restrict access to the affected Account, or require written confirmation of authority acceptable to us, until the dispute is resolved.
6. Acceptable use
The Customer and all Authorised Users must comply with our Acceptable Use Policy, which forms part of these Terms.
The Customer must not:
use the Services unlawfully;
upload malware or harmful code;
interfere with the Services or their infrastructure;
attempt to obtain unauthorised access;
bypass security, usage, subscription or advertising controls;
reverse-engineer the Services except where legally permitted;
use the Services to infringe third-party rights;
conduct security testing without written permission;
use the Services to create a directly competing software or data service;
scrape or systematically extract benchmarks, reports or Platform Data without authorisation;
attempt to identify another user, business or transaction from any benchmark, insight or Data Product;
combine information from the Services with other information for the purpose of re-identification;
create multiple Free Tier Accounts to avoid limits or fees; or
use pricing benchmarks to coordinate prices, market conduct, output levels, customer allocation or future pricing intentions with competitors.
7. Customer responsibilities
The Customer is responsible for:
determining whether the Services are suitable for its business;
ensuring Customer Data is accurate and lawful;
reviewing transactions, reports, calculations and submissions;
obtaining all required rights, notices and consents;
configuring permissions and approval workflows;
retaining records required by law;
maintaining appropriate independent exports or backups;
complying with applicable accounting, tax, privacy, competition and industry requirements; and
making its own commercial, purchasing and pricing decisions.
The Services do not replace professional accounting, tax, legal, regulatory or commercial advice.
8. Service and marketing communications
The Customer agrees that we may send service-related communications to the Customer, Account administrators and Authorised Users using the contact details provided to us.
Service-related communications may include:
account notices;
billing and renewal reminders;
payment-related communications;
security alerts;
maintenance notices;
system incident notifications;
support updates;
feature-change notices;
legal notices;
policy updates; and
other operational communications relating to the Services.
The Customer is responsible for ensuring that its contact details and administrator details remain accurate and up to date.
We may also send marketing communications relating to our products, services, events, promotions, partner offerings and business updates, subject to applicable law and available opt-out rights. Opting out of marketing communications does not affect our ability to send service-related communications necessary for the operation, administration, security or management of the Services.
9. Ownership of Customer Data
As between the parties, the Customer retains ownership of Customer Data.
The Customer grants us a worldwide, non-exclusive and royalty-free right to host, copy, transmit, store, process and analyse Customer Data as reasonably necessary to:
provide and administer the Services;
maintain, support and secure the Services;
prevent fraud, misuse and security incidents;
troubleshoot errors;
fulfil the Customer's instructions;
comply with applicable law;
improve and develop the Services;
provide analytics, benchmarks and recommendations;
generate Platform Data and Aggregated Data; and
carry out the purposes described in these Terms and our Privacy and Data Use Notice.
10. Platform analytics and business insights
We may analyse Customer Data and Platform Data to:
improve functionality and user experience;
develop automation and recommendations;
measure product performance;
identify general business and market trends;
provide operational and financial benchmarks;
provide product and price comparisons;
develop forecasting and analytical tools;
create industry or economic insights; and
develop new Services and Data Products.
Where the resulting information can still reasonably identify a Customer, business, transaction or individual, it will remain subject to the applicable confidentiality and data-protection requirements.
11. Aggregated Data
We may transform Customer Data and Platform Data into Aggregated Data using reasonable technical and organisational measures. These measures may include:
removing direct identifiers;
grouping data from multiple businesses;
generalising dates, locations and categories;
applying minimum sample thresholds;
suppressing uncommon or outlying results;
using ranges, averages, medians, percentiles and indices;
delaying publication;
restricting the contribution of any single source; and
assessing whether a Customer, business, transaction or individual could reasonably be identified.
Once information has been transformed into Aggregated Data, we may:
retain it;
use it to improve or develop the Services;
provide benchmarks and recommendations;
include it in paid analytics features;
publish reports and research;
create industry or economic indices;
combine it with other lawful data sources;
create Data Products;
license, distribute or sell Data Products; and
use it for other lawful analytical and commercial purposes.
We will not knowingly disclose or sell as part of a Data Product:
raw Customer Data;
Personal Data;
identifiable business records;
identifiable transaction-level information;
a Customer's identifiable customer or supplier list;
confidential pricing attributable to a particular Customer;
information revealing that a particular Customer supplied a specific transaction or price; or
information that could reasonably reconstruct a Customer's transaction history.
The Customer continues to own its underlying Customer Data. We own the Aggregated Data and the Data Products, including their compilation, methodology, presentation, models, reports, indices and analytical outputs.
Once Customer Data has been transformed into Aggregated Data that cannot reasonably identify or be attributed to the Customer, any business, transaction or individual, we may retain and use that Aggregated Data after the Customer's subscription ends.
Unless separately agreed in writing, the Customer is not entitled to royalties, revenue sharing, licence fees, payment, ownership of Data Products or an accounting of income arising from Aggregated Data.
12. Benchmarks and recommendations
The Services may provide:
pricing benchmarks;
market ranges;
sales and purchasing trends;
payment-performance comparisons;
inventory recommendations;
cash-flow indicators;
operating benchmarks; and
other analytical recommendations.
Benchmarks and recommendations may be based on historical, sampled, estimated, modelled or aggregated information. They may not account for all differences in:
product specifications;
brand or quality;
transaction quantity;
discounts;
taxes;
delivery arrangements;
payment and credit terms;
customer type;
geographical area; or
market timing.
Benchmarks are provided for general business analysis only. They do not require a Customer to adopt a particular price or action, represent an agreed industry price, constitute accounting, tax, legal or financial advice, or guarantee a particular commercial result. Each Customer remains independently responsible for its decisions.
We may withhold, broaden or suppress a benchmark where the available sample is insufficient or where disclosure may create identification, confidentiality, competition or market-integrity risks.
13. Premium analytics and data products
Certain advanced analytics, benchmarks, forecasts, recommendations, dashboards, reports, datasets or Data Products may be available only:
under a Paid Plan;
as a separately purchased module;
on a usage-based basis;
through a premium analytics subscription; or
under a separate Data Product agreement.
We may change which analytics are included in each plan at renewal or with reasonable notice.
14. Artificial Intelligence Features
The Services may include artificial intelligence, machine learning, automation, generative AI or similar technologies ("AI Features").
AI Features may be used to support functions such as:
document processing;
transaction classification;
data entry assistance;
report generation;
business recommendations;
pricing, inventory, cash-flow or payment insights;
anomaly detection;
workflow automation;
search and summarisation;
customer support; and
product analytics.
AI Features may generate outputs based on Customer Data, Platform Data, Aggregated Data, user prompts, system settings and other information made available through the Services.
AI-generated outputs may be inaccurate, incomplete, outdated or unsuitable for the Customer's specific circumstances. The Customer is responsible for reviewing, verifying and approving any AI-generated output before relying on it, submitting it, publishing it, sending it, recording it or using it to make a business decision.
AI Features do not constitute accounting, tax, legal, financial, regulatory or professional advice.
We may use Customer Data, Platform Data and user interactions with AI Features to provide, maintain, secure, monitor, improve, test and develop the Services and AI Features, subject to these Terms and our Privacy and Data Use Notice. Where feasible and appropriate, we may use Aggregated Data, anonymised data or de-identified information to improve AI Features, models, recommendations and Data Products.
We will not knowingly use Personal Data or raw Customer Data to train third-party general-purpose AI models for the third party's independent use unless this is disclosed and permitted under applicable law or separately authorised.
The Customer must not use AI Features to generate unlawful, misleading, infringing, harmful, discriminatory, deceptive or unauthorised content, or to process information that the Customer does not have authority to provide or use.
15. Personal Data
Where Personal Data is contained in Customer Data:
the Customer generally determines why and how the Personal Data is used; and
we generally process it on the Customer's behalf to provide the Services.
The Customer is responsible for providing appropriate notices and obtaining any required consents or other lawful authority. Our processing of Personal Data is further described in our Privacy and Data Use Notice.
16. Customer authority and warranties
The Customer confirms that:
it has authority to provide Customer Data to us;
it has given any required notices to affected individuals;
it has obtained any required rights or consents;
its use of the Services complies with applicable law;
Customer Data does not unlawfully infringe third-party rights; and
it has authority to grant the rights described in these Terms.
17. Third-party service providers
We may use affiliated companies and third-party providers for hosting, infrastructure, storage, backup, communications, analytics, security, payment processing, advertisements, support and other operational services.
Such providers may process information only for authorised purposes and subject to appropriate obligations.
18. Data Product recipients
Where we license or provide Data Products to third parties, we may impose restrictions prohibiting recipients from:
attempting to identify a Customer, business or individual;
reverse-engineering aggregated results;
combining information for re-identification;
extracting identifiable confidential information;
unlawfully redistributing the Data Product; or
using pricing or market information to facilitate anti-competitive conduct.
We may suspend or terminate access where misuse is suspected.
19. Backups and data exports
We may maintain backups for operational recovery. Backups are not a substitute for the Customer's own record-retention and business-continuity arrangements.
Unless expressly agreed:
restoration of individual records is not guaranteed;
deleted or overwritten data may not be recoverable;
custom recovery or extraction may be chargeable; and
the Customer should regularly export legally or operationally important records.
Upon termination or expiry, the Customer may export Customer Data during the applicable retrieval period, if such export functionality remains available.
20. Fees and taxes
Paid Plan fees are stated in the applicable Order Form, pricing page or checkout page.
Unless otherwise stated:
fees are in Singapore dollars;
fees exclude GST and other applicable taxes;
subscriptions are billed in advance;
usage charges, add-ons and professional services may be billed separately;
professional services are separately chargeable;
paid fees are non-refundable once the applicable period begins; and
unused subscription capacity does not carry forward.
Paid Plans are billed automatically through our payment processor, which may include Stripe or another payment provider appointed by us. By subscribing to a Paid Plan, the Customer authorises us and our payment processor to automatically charge the Customer's selected payment method for subscription fees, renewal fees, usage charges, add-ons, taxes and other amounts payable under the selected plan.
The Customer is responsible for keeping its payment method, billing information and tax information accurate and up to date. Payment processing is handled by the relevant payment processor and may be subject to the payment processor's own terms and privacy notice.
21. Renewals, failed payments and cancellation
Unless stated otherwise during checkout or in an Order Form, Paid Plans renew automatically at the end of each billing period.
The Customer may cancel automatic renewal through the available account settings or by contacting us before the next renewal date. Cancellation takes effect at the end of the current paid billing period unless otherwise stated.
If automatic payment fails, we or our payment processor may retry the payment, notify the Customer, restrict access, suspend chargeable features or place the Account into a past-due status. If payment remains unsuccessful after the applicable retry or grace period set by us or our payment processor, the affected Paid Plan may be automatically cancelled, downgraded, suspended or converted to an available Free Tier, where applicable.
Once a Paid Plan is cancelled for non-payment:
access to paid features may stop immediately or at the end of any grace period;
the Customer may lose access to paid modules, increased limits, premium analytics, integrations, support entitlements and other Paid Plan benefits;
we may delete or restrict access to Customer Data according to our retention practices; and
any unpaid amount remains payable unless waived by us in writing.
The Customer is responsible for exporting any required Customer Data before the expiry of the applicable access.
22. Upgrades, downgrades and plan changes
The Customer may upgrade, downgrade or change its plan where such options are made available within the Services or accepted by us.
Upgrades may take effect immediately, and additional fees may be charged on a prorated basis or according to the applicable pricing page or checkout page. Downgrades normally take effect at the end of the current billing period unless otherwise stated.
A downgrade, cancellation or conversion to a Free Tier may reduce or remove access to features, storage, transaction limits, integrations, reports, premium analytics, support and data-retention periods. Where the Customer exceeds the limits of its plan, we may require the Customer to reduce usage, pay applicable charges or upgrade to a suitable plan.
23. Professional services
Implementation, migration, configuration, training, integration, custom development and customised reports are excluded unless expressly included in an Order Form. Professional services may be governed by a separate quotation or statement of work.
Where the Customer requires an ongoing programme of customisation to AveriWorks, including a dedicated Customer Environment, this is instead offered as a Customized Solution under a separate AveriWorks Customized Solution Agreement, which governs such Customizations and the related Customer Environment in place of these Terms and the Professional Services Terms.
24. Third-party services and integrations
The Services may integrate with banks, government systems, payment providers, networks and third-party applications. Third-party services are governed by their own terms.
We are not responsible for third-party downtime, changes to third-party APIs, third-party fees, third-party errors, delays or rejection by external platforms, or the continued availability of a third-party integration.
25. Availability and maintenance
We may perform planned and emergency maintenance. Where reasonably practicable, we will provide advance notice of planned maintenance likely to cause material disruption. Except as expressly stated in a Paid Plan or a written service-level agreement, we do not guarantee any specific uptime or availability level. Support response and resolution targets for Paid Plans are described in Section 26 (Support and Service Levels).
26. Support and Service Levels
This Section applies to Paid Plans. The Free Tier is provided on the basis described in Section 4, without guaranteed support-response time, recovery time or service credits.
Unless otherwise stated in the applicable Paid Plan or pricing page, support is available during support hours of Monday to Friday, 9:00am to 6:00pm Singapore time, excluding public holidays in Singapore (“Support Hours”). Extended or 24-hour support may be available as a separately purchased add-on where stated on the pricing page or in an Order Form.
Support requests must be submitted through the designated support channel so that they may be properly logged, prioritised and tracked.
Each support request will be assigned one of the following severity levels:
Critical — the Services are wholly unavailable, or a core function is unusable in production, with no reasonable workaround;
High — a major function is significantly impaired or materially degraded, with no reasonable workaround;
Medium — a function is impaired but a reasonable workaround is available, or the issue has limited operational impact;
Low — a minor or cosmetic issue, general enquiry, or feature request with no material operational impact.
Subject to this Section, we will use reasonable efforts to meet the following target response and resolution times, measured in Support Hours or business days from the time a support request is properly logged:
Critical — target response time of 2 Support Hours; target resolution or workaround within 8 Support Hours;
High — target response time of 4 Support Hours; target resolution or workaround within 2 business days;
Medium — target response time of 1 business day; target resolution or workaround within 5 business days;
Low — target response time of 2 business days; resolution at our reasonable discretion, which may include inclusion in a future scheduled update.
Where the Customer requires faster response or resolution times, extended Support Hours, or other enhanced service levels than those stated in this Section, the Customer may purchase an upgraded support plan or a separate written service-level agreement, as made available on the pricing page or through an Order Form. Where an upgraded plan or service-level agreement expressly states different response or resolution times, those times apply in place of the default times stated in this Section.
The times stated in this Section are targets provided on a reasonable-efforts basis. They are not guaranteed service levels unless expressly stated as a guaranteed service level in the applicable Paid Plan or a written service-level agreement.
The target response and resolution times in this Section do not apply to the extent a delay or issue arises from: Customer Data, the Customer’s own systems or network; a third-party service, integration or connectivity issue, as described in Section 24; unauthorised modification of the Services; a request that constitutes a feature request or new development under Section 23 (Professional services); a support request submitted outside Support Hours, which will be treated as received at the start of the next Support Hours period; or the Customer’s failure to cooperate as described in Section 7 (Customer responsibilities).
Where the Customer reasonably believes a support request has not been handled in accordance with this Section, the Customer may escalate the matter by contacting support@zetta-solution.com.
Unless expressly stated in the applicable Paid Plan or a written service-level agreement, the Customer’s sole and exclusive remedy for our failure to meet a target response or resolution time is continued escalation and reasonable efforts to resolve the relevant support request. Where a Paid Plan or written service-level agreement expressly provides for a service credit or other remedy for a missed service level, that remedy is the Customer’s sole and exclusive remedy for the relevant failure, subject to Section 33 (Limitation of liability).
Support under this Section is subject to fair and reasonable use. It is intended for reasonable enquiries relating to the standard operation and use of the Services, and is not a substitute for training, consultancy, technical investigation, project work, or professional services under Section 23.
In assessing fair use, we may take into account the volume and frequency of support requests, the complexity of each request and the staff time required, repeated requests on matters previously addressed, and whether a request would ordinarily constitute training, consultancy or professional services.
Where we reasonably consider that use of support exceeds fair use, we may: require the Customer to submit the matter through the standard support channel; recommend or require additional training; classify the request as professional services; impose additional charges; or require the Customer to upgrade to a plan with an appropriate support entitlement before providing further assistance.
We may suspend or terminate support for a support request, and may refuse further support interactions with a specific individual, where that individual is abusive, threatening, or harasses our support staff. This is in addition to, and does not limit, our other rights under this Section or Section 29 (Suspension).
27. Intellectual property
We and our licensors retain all rights in:
the Services;
software and source code;
interfaces and designs;
documentation;
workflows and system architecture;
algorithms and analytical methods;
Platform Data;
Aggregated Data;
Data Products;
updates and improvements; and
trademarks and branding.
28. Confidentiality
Each party must protect the other party's non-public confidential information and use it only for authorised purposes.
Confidential information does not include information that:
is publicly available without breach;
was lawfully known before disclosure;
is lawfully received from another source;
is independently developed; or
has been lawfully transformed into Aggregated Data that cannot reasonably identify or be attributed to the disclosing party.
29. Suspension
We may suspend the Services where:
fees are overdue;
these Terms are breached;
use creates a security, legal or operational risk;
suspension is required by law;
plan limits are materially exceeded;
unauthorised extraction or re-identification is attempted; or
continued use may materially harm us or another person.
Where reasonable, we will provide notice and an opportunity to remedy the issue.
30. Termination
Either party may terminate where the other materially breaches these Terms and fails to remedy the breach within 30 days after written notice.
We may terminate immediately for fraud, unlawful activity, serious security misuse, unauthorised extraction, attempted re-identification or conduct creating material legal risk. We may also terminate immediately, or suspend access pending termination, if the Customer becomes insolvent, has a receiver, judicial manager or liquidator appointed over it or its assets, passes a resolution for winding up, has a winding-up order made against it, enters into any composition or arrangement with its creditors, or undergoes an analogous event under applicable insolvency law in any jurisdiction. We may terminate a Free Tier Account by giving 14 days' notice where reasonably practicable.
31. Effect of termination
Upon termination:
the right to use the Services ends;
unpaid amounts become due;
we may delete Customer Data after the Services ends; and
residual copies may remain temporarily in backups.
Termination does not require us to delete Aggregated Data or Data Products lawfully created in accordance with these Terms.
32. Warranties
We will provide Paid Plan Services with reasonable care and skill.
We do not warrant that:
the Services will always be uninterrupted or error-free;
all defects will be corrected immediately;
benchmarks will represent the entire market;
recommendations will produce a particular result;
forecasts will be accurate;
third-party services will remain available; or
use of the Services alone ensures legal or regulatory compliance.
The Free Tier, benchmarks and Data Products are provided on an "as is" and "as available" basis, subject to rights that cannot legally be excluded.
33. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings or business opportunity.
Our total aggregate liability will not exceed:
for a Paid Plan, the fees paid or payable for the affected Services during the 12 months preceding the event giving rise to the claim; or
for the Free Tier, S$50.
Nothing excludes liability that cannot legally be excluded, or liability arising from fraud or wilful misconduct.
34. Indemnity
The Customer will indemnify us against third-party claims and reasonable costs arising from:
unlawful Customer Data;
infringement caused by Customer Data;
unlawful use of the Services;
breach of the Customer's privacy or confidentiality obligations;
lack of authority to grant the rights in these Terms;
unlawful or anti-competitive use of benchmarks or Data Products; or
breach of the Acceptable Use Policy,
except to the extent directly caused by our breach, negligence or wilful misconduct.
35. Changes to these Terms
We may update these Terms to reflect:
legal or regulatory changes;
security requirements;
new or changed functionality;
changes to analytics, advertising or Data Products;
operational improvements; or
misuse-prevention requirements.
Minor changes, being corrections, clarifications, formatting changes, and updates required for legal, regulatory, security or operational reasons that do not materially reduce the Customer’s rights or increase the Customer’s obligations under these Terms, take effect immediately once posted or notified.
Material changes, including changes that materially affect liability, ownership of intellectual property, confidentiality obligations, or termination rights under these Terms, will be communicated by email, through the Services or another appropriate method, with reasonable advance notice where practicable. Where the Customer does not agree to a material change, the Customer may cancel the affected subscription before the change takes effect, in which case Section 21 applies. If the Customer continues to use the Services after a material change takes effect, the change will apply.
36. Electronic acceptance
The Customer agrees that electronic acceptance, including selecting an acceptance checkbox or creating an Account after being presented with these Terms, has the same effect as a written signature to the extent permitted by law.
We may retain records showing:
the accepting user;
the organisation;
the acceptance date and time;
the applicable document version; and
associated technical records.
37. Notices
Notices may be provided through the Services, by email or through the contact information stated in the applicable Order Form. Formal notices to us must be sent to:
ZETTA SOLUTION PTE. LTD.
Email: support@zetta-solution.com
Address: 18 Sin Ming Ln, #06-22, Singapore 573960
38. Assignment
The Customer may not transfer these Terms without our written consent. We may transfer these Terms as part of a merger, restructuring, sale of business or transfer to an affiliated company.
Where the Customer wishes to transfer its Account to another legal entity, including an affiliate, subsidiary or successor in connection with an internal reorganisation, the Customer may request such a transfer in writing. We may agree to the transfer, acting reasonably, subject to verification of the requesting party’s authority and the receiving entity’s agreement to be bound by these Terms. We may charge a reasonable administrative fee for processing an Account transfer.
39. Force majeure
Neither party is liable for failure caused by circumstances beyond its reasonable control, including utility failure, telecommunications failure, natural disaster, government action, war, civil unrest, epidemic, cyberattack or third-party infrastructure failure.
40. Entire agreement
These Terms, the applicable Order Form, any data-processing agreement, service-level agreement and expressly incorporated documents form the entire agreement between the parties.
41. Governing law and disputes
These Terms are governed by Singapore law. The parties will first attempt to resolve disputes through good-faith discussions. If a dispute remains unresolved after 30 days, the courts of Singapore will have exclusive jurisdiction.
42. General
Failure to enforce any provision of these Terms does not constitute a waiver of that provision. If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will continue in effect.
Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties, and neither party has authority to bind the other except as expressly stated in these Terms.