These AveriWorks ERP Terms and Conditions (“Terms”) govern access to and use of AveriWorks ERP, a product in the AveriWorks family. They consist of two parts:
Part 1 — Common Terms, which are the same for every product in the AveriWorks family; and
Part 2 — Product Schedule: AveriWorks ERP, which sets out the terms that apply only to AveriWorks ERP.
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, subscribing to the Product (including on a Free Tier), clicking “I agree”, accepting an Order Form or 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.
The Services are intended for business, organisational and professional use only. By accepting these Terms, the Customer confirms that it is using the Services for the purposes of its business, trade, profession or organisation, and not as a consumer.
Part 1 — Common Terms
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 to attribute information to, an individual, the Customer, any other customer, a specific business, a counterparty or an individual transaction. The sources from which Aggregated Data may be created are stated in Section 11 and in the Product Schedule.
AveriWorks means the family of software products and related services that we provide under the AveriWorks name, or identify as part of the AveriWorks family, from time to time. A product forms part of the AveriWorks family where its terms and conditions or our website identify it as such.
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, files and content entered, uploaded, transmitted, generated or stored by or for the Customer through the Services, including information that the Customer collects from its own customers, suppliers, employees, Respondents or other persons 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.
Free Tier means a Subscription offered without a recurring subscription fee, subject to the limits, advertisements, branding and other conditions stated in this Agreement or within the Services.
Order Form means a quotation, subscription order, statement of work, online ordering page, checkout page or other ordering document accepted by the Customer.
Paid Plan means a Subscription plan for which fees are payable.
PDPA means the Personal Data Protection Act 2012.
Personal Data means information about an identifiable individual under applicable data-protection law, including the PDPA.
Platform Data means technical, operational and analytical information relating to the provision, performance, security and use of the Services, such as system logs, feature usage, device and browser information, performance statistics, error records, security events and counts of records, documents, forms or transactions. Platform Data does not include the contents of Customer Data.
Linked Product means any other product in the AveriWorks family that the Customer connects with the Product, as described in Section 16.
Product means AveriWorks ERP, as described in the Product Schedule.
Product Schedule means Part 2 of these Terms, which sets out the terms that apply specifically to the Product.
Respondent means any individual who views, completes, signs or submits a form, survey or other request for information published by or for the Customer through the Services, whether or not that individual is an Authorised User.
Services means the Product, together with our related websites, applications, APIs, integrations, analytics, support services and professional services.
Subscription means the Customer’s right to use the Product under a particular plan, whether a Free Tier or a Paid Plan.
Subscription Term means the period for which a Subscription is held, including any renewal period.
2. Structure of these Terms and order of precedence
These Terms consist of Part 1 (these Common Terms), Part 2 (the Product Schedule) and any further Part listed in the introduction to these Terms. The Common Terms are the same for every product in the AveriWorks family. The Product Schedule sets out the terms that apply specifically to the Product. Together with each Order Form accepted by the Customer and the documents incorporated by reference, being the AveriWorks ERP Acceptable Use Policy and the AveriWorks ERP Privacy & Data Use Notice, these Terms form the agreement between the Customer and us (this “Agreement”).
Where the Customer also uses a Linked Product or any other product in the AveriWorks family, that product is governed by its own terms and conditions. Unless an Order Form expressly states otherwise, each Subscription has its own plan, fees and Subscription Term, and the cancellation, suspension, downgrade or termination of one Subscription does not by itself affect any other Subscription.
If there is any inconsistency between the documents that form this Agreement, the following order of precedence applies:
any data-processing agreement or service-level agreement expressly agreed by us in writing, on the matters it covers;
the applicable Order Form;
the Product Schedule;
these Common Terms; and
the AveriWorks ERP Acceptable Use Policy and the AveriWorks ERP Privacy & Data Use Notice, except that on matters of lawful and acceptable use of the Services, the AveriWorks ERP Acceptable Use Policy prevails.
Where the Product Schedule restricts our use of Customer Data, that restriction prevails over any broader permission in these Common Terms or the AveriWorks ERP Privacy & Data Use Notice, and an Order Form overrides that restriction only if it expressly refers to it.
Any further Part listed in the introduction to these Terms applies only to the Customers described in it and, for those Customers, prevails over the documents listed above to the extent stated in that Part.
Where the Customer receives a Customized Solution, the AveriWorks ERP Customized Solution Agreement governs that Customized Solution in accordance with its own terms.
Where the Customer accepted an earlier version of the AveriWorks ERP Terms and Conditions, this version replaces it from the date stated in our notice to the Customer or, if no date is stated, from the start of the Customer’s next Subscription Term.
3. Subscription and permitted use
Subject to this Agreement and payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Product 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, or operate the Services as a service for third parties, without our written approval; and
the Customer receives no ownership interest in the Services or the underlying technology.
4. Plans, features and limits
The features, limits and support included in each plan will be stated on our websites, within the Services, on the applicable pricing page or in the applicable Order Form.
Plans may differ in relation to matters such as the number of users, entities or workspaces; storage; transaction, document, form or submission limits; available modules and features; integrations and API access; AI features; reporting, exports and analytics; data retention; support; service-level commitments; branding; and advertisements or sponsored content.
We may add, remove, modify, replace, suspend or discontinue features, modules, limits, integrations, templates, 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 Product, 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. The Customer should not rely on Beta Features for production or business-critical purposes, or use them to process sensitive Personal Data, without independent testing.
5. Free Tier
5.1 General. We may offer a Free Tier for the Product. A 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, AveriWorks branding and advertisements or sponsored content. The Product Schedule may set out additional conditions for the Free Tier.
5.2 Advertising. A Free Tier may display advertisements, sponsored content, partner offers, product recommendations and promotional messages to the Customer and its Authorised Users. These may appear within dashboards, navigation areas, reports, notifications, emails relating to the Free Tier or other areas of the Services that are accessible to the Customer and its Authorised Users.
We will not display third-party advertisements or sponsored content to persons other than the Customer and its Authorised Users, such as the Customer’s own customers, suppliers or Respondents, or the recipients of documents, forms or messages sent through the Services, unless the Product Schedule expressly permits it. Documents, forms and messages generated through a Free Tier may, however, display our branding, such as a “Powered by” notice naming the Product or the AveriWorks family, and the Customer must not remove, obscure or alter such branding unless its plan permits removal.
We may use broad, non-sensitive, Account-level information to determine which advertisements are relevant to the Customer and its Authorised Users, including industry category, general business type, country or broad region, selected modules, Account type, language, feature usage and general interaction information. We will not use the contents of Customer Data, such as transaction records, customer or supplier lists, confidential pricing, uploaded documents or form submissions, to select, target or measure third-party advertisements unless the Customer has given separate express authorisation and the Product Schedule does not prohibit it.
We will not give advertisers access to Customer Data or Personal Data 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.
5.3 Changes to a Free Tier. 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 the functionality of, or discontinuing, a Free Tier.
5.4 Inactive Free Tier Subscriptions. A Free Tier Subscription may be considered inactive after 90 consecutive days without meaningful use of the Product, as reasonably determined by us. Unless the Product Schedule states otherwise, meaningful use means logging into the Account and creating, editing or viewing records, documents or forms in the Product, generating a report or export, or making an API call. Meaningful use does not include merely receiving emails or notifications, information being received automatically from third parties (such as incoming electronic documents or form submissions), or the Account existing without any login or activity.
Where a Free Tier Subscription becomes inactive, we may, after giving at least 14 days’ notice to the Account’s registered email address, suspend or delete the Subscription and its Customer Data. The Product Schedule may require additional steps before deletion, such as first closing functions that receive information from third parties. Where the Customer also uses another product in the AveriWorks family, inactivity is assessed separately for each product.
5.5 Availability. Unless expressly stated otherwise, a Free Tier is provided on an “as available” basis without guaranteed uptime, support-response time, recovery time or service credits.
6. Accounts and security
Each individual who creates an Account, accepts this Agreement on the Customer’s behalf, or acts as an administrator of an Account must be at least 18 years old, and by creating an Account or accepting this Agreement, that individual confirms that they meet this requirement. The Customer may allow an individual below 18 years old to use the Services as an Authorised User only in the course of that individual’s work, training, studies or other activities with the Customer and under the Customer’s supervision. The Customer is responsible for that individual’s use of the Services as if it were the Customer’s own use. We may suspend or close any Account that we reasonably believe has been created or administered by an individual below 18 years old.
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 a 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. We may restrict functions that send information to, or receive information from, third parties until an Account has been verified.
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 or made available;
notify us promptly of suspected unauthorised access; and
ensure its Authorised Users comply with this Agreement.
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.
7. Acceptable use
The Customer and all Authorised Users must comply with the AveriWorks ERP Acceptable Use Policy, which forms part of this Agreement. The Product Schedule may set out additional restrictions.
The Customer must not:
use the Services unlawfully;
upload malware or harmful code, or use the Services to distribute it;
interfere with the Services or their infrastructure;
attempt to obtain unauthorised access;
bypass security, usage, subscription, branding or advertising controls;
reverse-engineer the Services except where legally permitted;
use the Services to infringe third-party rights;
conduct security testing without our written permission;
use the Services to create a directly competing software or data service;
scrape or systematically extract templates, reports, Platform Data or other content of the Services without authorisation;
use the Services for phishing, credential harvesting, impersonation, fraud, scams or deceptive collection of information;
use the Services to collect passwords, one-time passcodes, payment card numbers, card security codes, online banking credentials or similar authentication information;
create multiple Free Tier Accounts to avoid limits, branding, advertisements or fees; or
use the Services to send unsolicited communications in breach of applicable law.
8. 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, documents, reports, calculations, submissions and outputs before relying on them;
obtaining all required rights, notices and consents, including from individuals whose Personal Data it collects or enters into the Services;
configuring permissions, approval workflows and data-retention settings;
retaining records required by law;
maintaining appropriate independent exports or backups;
complying with applicable accounting, tax, data-protection, electronic-transaction, employment, spam-control, competition, sector-specific and industry requirements; and
making its own commercial, legal, pricing and operational decisions.
The Services do not replace professional legal, regulatory, accounting, tax, financial or commercial advice.
Unless expressly agreed in writing, the Services are not designed or certified to meet sector-specific regulatory, certification or security requirements, such as those applicable to payment card data, regulated financial services, healthcare records or government classified information. The Customer must not use the Services for such purposes unless we have expressly agreed in writing.
9. Service and marketing communications
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, abuse, complaint and takedown 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 to the Customer and its Authorised Users 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.
We will not use the contact details of the Customer’s own customers, suppliers, employees, Respondents or other contacts contained in Customer Data to send our own marketing communications to them.
Where the Services send invoices, statements, reminders, confirmations, copies of documents or other messages to the Customer’s contacts on the Customer’s instructions, those messages are sent on behalf of the Customer, and the Customer is responsible for their content and for compliance with applicable law, including the Spam Control Act 2007 and the Do Not Call provisions of the PDPA.
10. 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, and investigate complaints;
troubleshoot errors;
fulfil the Customer’s instructions, including transfers to Linked Products and to third-party services;
provide AI features requested by the Customer, as described in Section 12;
comply with applicable law;
improve the Services, subject to Section 11 and the Product Schedule; and
carry out any further purposes expressly permitted by the Product Schedule and described in the AveriWorks ERP Privacy & Data Use Notice.
11. Platform Data and Aggregated Data
We may collect and generate Platform Data, and may use Platform Data to provide, maintain, secure, support, measure and improve the Services and our other products, including to detect abuse, plan capacity and understand how features are used.
We may create Aggregated Data from Platform Data for any of those purposes. We may create Aggregated Data from Customer Data only to the extent, and for the purposes, permitted by the Product Schedule. The Product Schedule may permit wider use, such as benchmarks and data products, or may restrict use further.
Where we use information to improve or develop the Services or our other products, including to train, fine-tune, test or evaluate any AI model, or to create benchmarks, reports or data products, we use only Aggregated Data, being information that has first been cleaned so that it does not identify, and cannot reasonably be attributed to, any individual, the Customer or any other customer. We do not use Personal Data, or Customer Data that identifies or can reasonably be attributed to the Customer or an individual, for those purposes, and we process Customer Data only to the extent necessary to create Aggregated Data in accordance with this Section and the Product Schedule. This does not prevent us from using Platform Data to operate, secure and support the Services, to bill, to detect errors and abuse, to provide the Customer with reporting on its own use and to measure the use of features, or from processing Customer Data to provide the Services, including any AI Feature, to the Customer.
We may publish or share general statistics about the use of the Services, such as the total number of Accounts, documents or forms processed, provided that such statistics are Aggregated Data and do not identify or relate to any particular Customer or individual.
Regardless of the Product Schedule, we will not knowingly sell or disclose as part of any report, dataset or data product: Personal Data; raw Customer Data; identifiable business records or transactions; a Customer’s identifiable customer or supplier list; or confidential pricing attributable to a particular Customer.
We own Platform Data and Aggregated Data. Unless separately agreed in writing, the Customer is not entitled to royalties, revenue sharing, licence fees, payment or an accounting in respect of Platform Data or Aggregated Data. We may retain and use Aggregated Data after the Customer’s Subscription ends.
12. Artificial intelligence features
The Services may include artificial intelligence, machine learning, optical character recognition, automation, generative AI or similar technologies (“AI Features”). The functions supported by AI Features in the Product, and any additional rules for them, are described in the Product Schedule.
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, publishing it, submitting it, sending it, recording it or using it to make a decision affecting any person.
AI Features do not constitute legal, regulatory, accounting, tax, financial or professional advice.
AI Features may be provided using third-party AI model providers engaged by us as service providers. Such providers may process information submitted to AI Features only to provide the relevant function to us, subject to appropriate contractual obligations.
As stated in Section 11, we use only Aggregated Data to train, fine-tune, test or evaluate AI models, whether our own or a third party’s, and we do not use Personal Data or identifiable Customer Data for that purpose. The Product Schedule may restrict this use further.
The Customer must not use AI Features to generate unlawful, misleading, infringing, harmful, discriminatory, deceptive or unauthorised content, to process information that the Customer does not have authority to provide or use, or to make decisions that produce legal or similarly significant effects on an individual without appropriate human review.
13. Personal Data
Where Personal Data is contained in Customer Data:
the Customer is the organisation that determines the purposes for, and the manner in which, the Personal Data is collected, used and disclosed; and
we process the Personal Data on the Customer’s behalf and for the Customer’s purposes as a data intermediary, in accordance with this Agreement and the Customer’s documented instructions given through the Services or otherwise in writing.
In respect of such Personal Data, we will:
make reasonable security arrangements to protect it from unauthorised access, collection, use, disclosure, copying, modification, disposal and similar risks, and from the loss of any storage medium or device on which it is stored;
not retain it for longer than is necessary to provide the Services, comply with the Customer’s retention settings and instructions, and comply with applicable law, subject to Section 18;
notify the Customer without undue delay after we have credible grounds to believe that a data breach affecting such Personal Data has occurred, and provide reasonably available information and cooperation to assist the Customer in assessing the breach and meeting any notification obligations it may have under the PDPA;
not notify affected individuals directly on the Customer’s behalf unless the Customer instructs us to do so or we are required by law to do so;
ensure that our personnel and service providers who process it are subject to appropriate confidentiality obligations;
where it is transferred outside Singapore, take reasonable steps to ensure that it receives a standard of protection comparable to that under the PDPA; and
provide reasonable assistance, which may be chargeable where it involves significant effort, to enable the Customer to respond to access, correction and other data-protection requests.
The Customer is responsible for providing appropriate notices, obtaining any required consents or other lawful authority, handling requests from individuals, and assessing and notifying data breaches to the Personal Data Protection Commission and affected individuals where required by law. Our own processing of Personal Data as an organisation, such as Account and billing information, is described in the AveriWorks ERP Privacy & Data Use Notice.
14. Customer authority and warranties
The Customer confirms that:
it has authority to provide Customer Data to us and to instruct us to process it;
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 this Agreement.
15. Service providers
We may use affiliated companies and third-party providers for hosting, infrastructure, storage, backup, communications, email delivery, security and malware scanning, AI Features, analytics, payment processing, advertisements shown to Authorised Users, support and other operational services. Such providers may process information only for authorised purposes and subject to appropriate obligations. We may make available, on request or on our website, information about the categories of service providers that process Customer Data.
We may also engage subcontractors, including software development firms and individual contractors, to perform implementation, development, customisation, support and other services on our behalf. We remain responsible to the Customer for work performed by our subcontractors under this Agreement as if it had been performed by us, and we require our subcontractors to comply with confidentiality and data-protection obligations consistent with this Agreement.
16. Linked Products
Where made available, the Customer may connect the Product with a Linked Product, for example to send information created in one product into records held in another, or to pre-fill information in one product using information held in another. The connections available for the Product may be described in the Product Schedule or within the Services.
Information is transferred between the Product and a Linked Product only on the Customer’s instructions, including through connections or automations configured by an Authorised User. Information held in the Product is governed by these Terms. Once information has been transferred into a Linked Product, it is governed by the terms and conditions of that Linked Product, which may permit uses of data that differ from those permitted by these Terms. Before configuring a transfer, the Customer is responsible for confirming that its notices to, and any consents obtained from, the individuals concerned permit the information to be transferred and used in the Linked Product.
The Customer may be able to use the same login credentials, administrator settings or billing account for the Product and a Linked Product. This does not merge the Subscriptions or the terms that apply to them. The suspension, cancellation or termination of one Subscription does not by itself terminate another, but any connection that depends on the affected Subscription may stop operating.
We are not responsible for errors, data loss, duplication or delays arising from the Customer’s configuration of a connection, from changes the Customer makes in either product, or from the unavailability of either product. The Customer is responsible for testing each connection before relying on it.
If there is any inconsistency between these Terms and the terms and conditions of a Linked Product concerning the connection between them, these Terms prevail in respect of information while it is held in the Product, and the terms and conditions of the Linked Product prevail in respect of information while it is held in the Linked Product.
17. Third-party services and integrations
The Services may integrate with banks, government systems, electronic invoicing networks, payment providers, email and messaging services, cloud-storage services, identity providers and other 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, non-delivery of emails or messages, or the continued availability of a third-party integration.
18. Backups, retention 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.
The Services may allow the Customer to set retention periods for certain records or to delete them automatically. The Customer is responsible for configuring retention settings that are consistent with its legal obligations, including the retention limitation obligation under the PDPA. Where the Customer’s plan imposes a maximum retention period, records older than that period may be deleted in accordance with the plan.
Unless expressly agreed:
restoration of individual records is not guaranteed;
deleted or overwritten data, including data deleted in accordance with the Customer’s retention settings, 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 of a Subscription, the Customer may export Customer Data from the Product during the applicable retrieval period stated within the Services or in the Order Form, if such export functionality remains available.
19. 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;
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.
Grants and funding support. This paragraph and the list below apply where the Customer intends to apply for, or has obtained, a government grant, subsidy, co-funding or other funding support in connection with a Subscription, professional services or a Customized Solution (a “Grant”):
the Customer is solely responsible for determining its eligibility for a Grant, for applying for, managing and claiming the Grant, and for complying with the Grant’s conditions, and we do not act as the Customer’s grant consultant or agent;
we do not represent or guarantee that a Grant will be approved, or the amount, timing or payment of any Grant, and any listing of us or the Product as a pre-approved or supported vendor or solution is not such a representation;
the Customer’s obligation to pay fees is not conditional on any Grant being approved, paid or retained, including where a Grant is rejected, reduced, delayed, withdrawn or clawed back;
we are not liable for the loss, reduction or recovery of a Grant arising from the Customer’s application, any information that the Customer provides, the Customer’s failure to comply with the Grant’s conditions (including any condition that an Order Form must not be accepted, or work must not commence or be paid for, before the Grant application is submitted or approved), or any change made by the administering body;
where the Customer accepts an Order Form, makes a payment or instructs us to commence work before a Grant has been applied for or approved, it does so at its own risk; and
on written request, we will provide the standard supporting documents that we ordinarily issue in the course of our business, such as quotations, statements of work, invoices and payment receipts, while bespoke declarations, certifications, reports, site visits or extensive assistance may be separately chargeable.
Where an administering body recovers any amount from us as a result of the Customer’s act or omission, the Customer will reimburse us for that amount on demand. Nothing in this Section limits any obligation that we owe directly to an administering body.
20. 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 of a Subscription 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 Subscription into a past-due status. If payment remains unsuccessful after the applicable retry or grace period, the affected Paid Plan may be automatically cancelled, downgraded, suspended or converted to an available Free Tier.
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, integrations, connections to Linked Products, branding removal, support entitlements and other Paid Plan benefits;
functions that exceed Free Tier limits, or that depend on paid features, may stop operating;
we may delete or restrict access to Customer Data according to our retention practices and the limits of the applicable Free Tier; 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.
21. 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, limits, integrations, reports, analytics, AI Features, 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, and may restrict functions that would increase usage until it does so.
22. Professional services and Customized Solutions
Implementation, onboarding, data migration and conversion, setup, configuration, training, integration, custom development, customised outputs and other professional services are excluded unless expressly included in an Order Form. Professional services are governed by the AveriWorks ERP Professional Services Terms and the applicable quotation or statement of work.
Where the Customer requires an ongoing programme of customisation to the Product, including a dedicated customer environment, this is instead offered as a Customized Solution under the AveriWorks ERP Customized Solution Agreement, which governs such customisations and the related customer environment in accordance with its own terms.
Moving from another system. Where the Customer moves to the Product from another product or service provided by us or our affiliates, or from any other system:
the transfer of data, configurations, forms, templates, reports, workflows, integrations or customisations is a professional service governed by the AveriWorks ERP Professional Services Terms or, for a Customized Solution, by the AveriWorks ERP Customized Solution Agreement, and is not included in a Subscription unless expressly stated in an Order Form;
customisations, configurations, reports and integrations built for the Customer in the previous system are not carried over automatically, and any equivalent in the Product requires a separate quotation or scope document;
the agreement for the previous system continues to govern that system until it ends in accordance with its own terms, and fees paid under it are not refunded, credited or transferred to the Product unless we expressly agree in writing; and
the Customer is responsible for checking migrated information, and for keeping its own copy of the information held in the previous system until it has confirmed that the migration is complete and accurate.
Non-solicitation. Where we provide professional services or a Customized Solution to the Customer, neither party will, during the period in which those services are provided and for 12 months after they end, directly or indirectly solicit, entice away, employ or engage any employee or individual contractor of the other party, including personnel of the other party’s subcontractors, who was materially involved in those services, without the other party’s prior written consent. This does not prevent either party from employing or engaging a person who responds, without any other solicitation, to a general advertisement that is not specifically directed at the other party’s personnel.
23. 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 24 (Support and service levels).
24. Support and service levels
This Section applies to Paid Plans. A Free Tier is provided on the basis described in Section 5, without guaranteed support-response time, recovery time or service credits. Support is provided to the Customer and its Authorised Users only, and not to the Customer’s own customers, Respondents or other contacts.
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 Product is 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, 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 or a third party’s own systems, devices or network; a third-party service, integration or connectivity issue, as described in Section 17; a connection to a Linked Product configured by the Customer, as described in Section 16; unauthorised modification of the Services; a request that constitutes a feature request or new development under Section 22 (Professional services and Customized Solutions); 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 8 (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 32 (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. 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 28 (Suspension).
25. Intellectual property and feedback
We and our licensors retain all rights in the Services, including software and source code; interfaces and designs; standard templates, field libraries and themes; documentation; workflows and system architecture; algorithms, AI Features and analytical methods; Platform Data; Aggregated Data; any reports, benchmarks or data products we create; updates and improvements; and trademarks and branding, including the AveriWorks name and the name and logo of the Product.
Where the Customer uses one of our standard templates, the Customer owns the content it adds, and we grant the Customer a non-exclusive right to use the template as incorporated in its records, documents or forms for so long as it holds a Subscription.
If the Customer or any Authorised User provides suggestions, ideas, feature requests or other feedback about the Services, we may use that feedback for any purpose without restriction or payment, provided that we do not disclose the Customer’s confidential information in doing so. Submission of a feature request does not oblige us to develop it.
The Services, including any deliverable or customisation that we provide, may incorporate open-source or other third-party software components. Those components are licensed under their own licence terms, which apply to them to the extent those terms require, and nothing in this Agreement restricts any right that the Customer has under those licences. Subject to those licences, the components form part of the Services for the purposes of this Agreement.
26. Confidentiality
Each party must protect the other party’s non-public confidential information and use it only for authorised purposes. Our confidential information includes non-public information about the Services, their security and our pricing. The Customer’s confidential information includes non-public Customer Data.
Confidential information does not include information that:
is publicly available without breach, including content that the Customer itself publishes or makes publicly accessible through the Services;
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.
A party may disclose the other party’s confidential information where required by law, regulation, court order or a governmental or regulatory authority, subject to Section 27.
27. Complaints, takedowns and legal requests
Any person may report content, a form, a document, a message or an activity on the Services that they believe is unlawful, fraudulent, infringing, abusive or in breach of the AveriWorks ERP Acceptable Use Policy, by using any reporting link made available in the Services or by contacting support@zetta-solution.com.
Where we receive a report, or otherwise become aware of content or activity that we reasonably believe involves phishing, fraud, impersonation, malware distribution, the unlawful collection of Personal Data or other serious misuse, or which is the subject of a direction or order from a court or a competent authority, we may, without prior notice and without liability to the Customer:
disable, restrict or remove the relevant content, form, document or function;
stop the relevant content or function from sending or receiving information;
preserve relevant Customer Data and Platform Data for the purposes of investigation or legal proceedings;
suspend the Account or the relevant Subscription or features; and
report the matter to the relevant authorities.
We will comply with lawful directions, orders and requests issued to us as an online service provider or otherwise, including under the Online Criminal Harms Act 2023 and other applicable laws. Where we receive a request from a government, regulatory or law-enforcement authority, or a court order, for access to Customer Data, we will disclose only what we reasonably consider we are legally required to disclose and, where legally permitted and reasonably practicable, we will notify the Customer before doing so.
We do not monitor, and have no general obligation to monitor, Customer Data. Any review we carry out is for our own purposes of security, compliance and enforcement of this Agreement. Where we take action under this Section on the basis of a complaint that proves to be unfounded, we will restore the affected content, function or Account as soon as reasonably practicable once we are reasonably satisfied that it may be restored, and, where reasonable, we will inform the Customer of the action taken and give it an opportunity to respond.
28. Suspension
We may suspend the Services, in whole or in part, including any Subscription or function, where:
fees are overdue;
this Agreement or the AveriWorks ERP Acceptable Use Policy is breached;
use creates a security, legal or operational risk;
suspension is required by law or by a direction of a competent authority;
plan limits are materially exceeded;
unauthorised extraction or attempted re-identification of Aggregated Data occurs;
action is taken under Section 27 (Complaints, takedowns and legal requests); or
continued use may materially harm us or another person.
Where reasonable, we will provide notice and an opportunity to remedy the issue.
29. Termination
Either party may terminate this Agreement, or an affected Subscription, where the other materially breaches this Agreement and fails to remedy the breach within 30 days after written notice.
We may terminate this Agreement or any Subscription immediately for fraud, phishing, unlawful activity, serious security misuse, unauthorised extraction, attempted re-identification, repeated or serious breach of the AveriWorks ERP Acceptable Use Policy, 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 Subscription by giving 14 days’ notice where reasonably practicable.
30. Effect of termination
Upon termination or expiry of a Subscription:
the right to use the Product ends;
functions of the Product that send or receive information on the Customer’s behalf, such as published forms, will stop operating;
unpaid amounts become due;
the Customer may export Customer Data during any applicable retrieval period under Section 18;
we may delete Customer Data held in the Product after the Subscription ends and any applicable retrieval period expires; and
residual copies may remain temporarily in backups until overwritten through normal backup cycles.
Termination of this Agreement terminates the Customer’s Subscription to the Product. Termination does not require us to delete Platform Data or Aggregated Data lawfully created in accordance with this Agreement, or Customer Data that we are required to retain by law or that we have preserved under Section 27.
31. Warranties
We will provide Paid Plan Services with reasonable care and skill.
We do not warrant that:
the Services will always be available, uninterrupted or error-free;
all defects will be corrected immediately;
every document, message or submission will be sent, received, delivered or stored, particularly where a third party’s device, browser, connection or system fails;
AI-generated outputs will be accurate or complete;
any benchmark, recommendation or forecast will be accurate or produce a particular result;
third-party services will remain available; or
use of the Services alone ensures legal or regulatory compliance.
Free Tiers, Beta Features, AI Features, standard templates, and any benchmarks or data products are provided on an “as is” and “as available” basis, subject to rights that cannot legally be excluded. The Product Schedule may contain additional disclaimers.
32. 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, business opportunity or data (except as expressly provided in this Agreement).
Our total aggregate liability arising from or relating to a Subscription will not exceed:
for a Paid Plan, the fees paid or payable for that Subscription during the 12 months preceding the event giving rise to the claim; or
for a Free Tier, S$50.
We are not liable for any loss arising from Customer Data, from content that the Customer creates, publishes or sends through the Services, from the Customer’s collection, use or disclosure of Personal Data, or from the acts or omissions of the Customer’s own customers, suppliers, Respondents or other persons who interact with the Customer through the Services.
Nothing excludes or limits liability that cannot legally be excluded or limited, including liability for death or personal injury caused by negligence, or liability arising from fraud or wilful misconduct.
33. Indemnity
The Customer will indemnify us against third-party claims (including claims by the Customer’s own customers, Respondents and other individuals, and regulatory proceedings) and reasonable costs arising from:
unlawful Customer Data or content;
infringement caused by Customer Data or content;
the Customer’s collection, use, disclosure or retention of Personal Data, including any failure to give notices to or obtain consents from the individuals concerned;
unlawful use of the Services;
breach of the Customer’s data-protection or confidentiality obligations;
lack of authority to grant the rights in this Agreement; or
breach of the AveriWorks ERP Acceptable Use Policy,
except to the extent directly caused by our breach, negligence or wilful misconduct. The Product Schedule may set out additional matters covered by this indemnity.
34. Changes to this Agreement
We may update these Terms, including the Product Schedule, to reflect legal or regulatory changes, security requirements, new or changed functionality, changes to AI Features, advertising or analytics, 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, take effect immediately once posted or notified.
Material changes, including changes that materially affect liability, ownership of intellectual property, the use of Customer Data, confidentiality obligations or termination rights, 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 20 applies. If the Customer continues to use the Product after a material change takes effect, the change will apply.
35. Electronic acceptance and records
The Customer agrees that electronic acceptance, including selecting an acceptance checkbox or creating an Account or Subscription 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 Product and plan concerned, the applicable document versions, and associated technical records.
36. 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
37. Assignment
The Customer may not transfer this Agreement or any Subscription without our written consent. We may transfer this Agreement as part of a merger, restructuring, sale of business or transfer to an affiliated company.
Where the Customer wishes to transfer its Account or a Subscription 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 this Agreement. We may charge a reasonable administrative fee for processing a transfer.
38. 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.
39. Entire agreement
This Agreement, as described in Section 2, forms the entire agreement between the parties in relation to the Services, and supersedes any prior proposal, representation or understanding relating to the same subject matter, except for any agreement expressly stated in an Order Form to continue.
40. Governing law and disputes
This Agreement is 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.
41. General
Failure to enforce any provision of this Agreement does not constitute a waiver of that provision. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions will continue in effect.
Nothing in this Agreement 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 this Agreement.
A person who is not a party to this Agreement, including any Authorised User, Respondent or other individual whose information is processed through the Services, has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
Any provision of this Agreement which by its nature is intended to survive termination or expiry, including Sections 10, 11, 13, 18, 19, 22, 25, 26, 30, 32, 33 and 40, and any provision of the Product Schedule expressed to survive, will survive termination or expiry.
Part 2 — Product Schedule: AveriWorks ERP
This Product Schedule sets out the terms that apply specifically to AveriWorks ERP. Capitalised terms not defined in this Product Schedule have the meanings given in Part 1 (Common Terms). Where this Product Schedule is inconsistent with the Common Terms, this Product Schedule prevails, as described in Section 2. Sections of this Product Schedule are numbered S1, S2 and so on; references to a Section without the letter “S” are to the Common Terms.
S1. Definitions
AveriWorks ERP means the AveriWorks enterprise resource planning software-as-a-service product, including its modules, applications, electronic invoicing functions, analytics, benchmarks, APIs and integrations.
Data Products means benchmarks, reports, dashboards, statistics, indices, models, forecasts, datasets, market intelligence, industry analyses and other products or services created using Aggregated Data under this Product Schedule.
ERP Data means Customer Data held in AveriWorks ERP, including information transferred into AveriWorks ERP from a Linked Product.
S2. The Product
AveriWorks ERP provides business-management functions, which may include sales, purchasing, inventory, accounting, invoicing, electronic invoicing, reporting, analytics and related modules, as made available under the Customer’s plan from time to time.
S3. Free Tier
In addition to Section 5, advertisements and sponsored content on the AveriWorks ERP Free Tier may appear within dashboards, navigation areas, reports viewed within the Services, notifications and emails relating to the Free Tier. Invoices, statements and other documents that the Customer sends to its own customers or suppliers through the Free Tier may display AveriWorks branding, but will not display third-party advertisements.
S4. Electronic invoicing and government systems
Where AveriWorks ERP allows the Customer to send or receive electronic invoices through InvoiceNow or another electronic invoicing network, or to transmit invoice or tax information to the Inland Revenue Authority of Singapore or another authority (including under GST InvoiceNow requirements), the following applies:
the Customer is responsible for any registration, onboarding or identifier required by the relevant network or authority, and for the accuracy, completeness and timeliness of every invoice and transmission;
transmissions may depend on access point providers, network operators and government systems that are outside our control, and we are not responsible for their availability, delays, rejections or changes to their technical requirements;
the Customer must review any rejection, error or failure notice made available through the Services and take any required corrective action within the time required by law; and
the availability of electronic invoicing functions does not by itself ensure the Customer’s compliance with any tax, invoicing or record-keeping requirement.
S5. Accounting, tax and records responsibilities
The Customer is responsible for reviewing all transactions, calculations, tax treatments, reports and submissions generated by AveriWorks ERP, for the configuration of its chart of accounts, tax codes and accounting settings, and for retaining accounting and tax records for the period required by law. AveriWorks ERP does not replace professional accounting, tax or audit advice.
S6. Platform analytics and business insights
In addition to the uses permitted by Section 11, and after transforming ERP Data into Aggregated Data in accordance with Section S7 and Section 11, we may use that Aggregated 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.
We do not use ERP Data or Personal Data for these purposes before it has been transformed into Aggregated Data.
S7. Aggregated Data from ERP Data
We may transform ERP 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 any information revealing that a particular Customer supplied a specific transaction or price, or information that could reasonably reconstruct a Customer’s transaction history, in addition to the information described in Section 11.
The Customer continues to own its underlying ERP Data. We own the Aggregated Data and the Data Products, including their compilation, methodology, presentation, models, reports, indices and analytical outputs. Once ERP 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.
S8. Benchmarks and recommendations
AveriWorks ERP 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.
S9. 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.
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 a recipient’s access where misuse is suspected.
S10. AI Features in AveriWorks ERP
AI Features in AveriWorks ERP may 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.
Subject to Section 12 and the AveriWorks ERP Privacy & Data Use Notice, we may use ERP Data, Platform Data and user interactions with AI Features to provide, maintain, secure and monitor AveriWorks ERP and its AI Features. To improve, test, evaluate, develop, train or fine-tune AI Features or any AI model, we use only Aggregated Data, as required by Section 11.
S11. Competition and data-integrity restrictions
In addition to Section 7, the Customer must not, and must ensure that its Authorised Users do not:
scrape or systematically extract benchmarks, reports, Data Products 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; or
use benchmarks, pricing insights or Data Products to coordinate prices, market conduct, output levels, customer allocation or future pricing intentions with competitors, or otherwise in breach of the Competition Act 2004 or any other applicable competition law.
S12. Information received from Linked Products
Where the Customer transfers information into AveriWorks ERP from a Linked Product, such as form submissions collected through another product in the AveriWorks family, that information becomes ERP Data once it is held in AveriWorks ERP and may be used in accordance with this Product Schedule, including Sections S6 and S7, as described in Section 16. The Customer is responsible for ensuring that its notices to, and any consents obtained from, the individuals concerned permit that use.
S13. Additional disclaimers and indemnity
Benchmarks and Data Products are provided on an “as is” and “as available” basis, subject to rights that cannot legally be excluded. We do not warrant that benchmarks will represent the entire market, that recommendations will produce a particular result, or that forecasts will be accurate.
In addition to Section 33, the Customer will indemnify us against third-party claims and reasonable costs arising from the Customer’s unlawful or anti-competitive use of benchmarks or Data Products, except to the extent directly caused by our breach, negligence or wilful misconduct.
S14. Survival
Sections S7, S9, S11 and S13 of this Product Schedule survive termination or expiry of the Customer’s Subscription to AveriWorks ERP.