Terms and Conditions

These Terms and Conditions ("Agreement") govern your access to and use of the Vectasense platform, products, and services ("Services") provided by Vectasense Pte. Ltd. ("Vectasense," "we," "us," or "our"), a company incorporated in the Republic of Singapore.

By accessing or using the Services, you ("Customer," "you," or "your") agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind that organization.

1. Definitions

"Customer Content" means all data, text, files, documents, and other materials uploaded, submitted, or provided by Customer to the Services.

"Output" means any content, analysis, recommendations, reports, or other materials generated by the Services in response to Customer Content or Customer instructions.

"Platform" means Vectasense's proprietary AI-powered transformation advisory platform, including all software, algorithms, models, and related technology.

"Services" means the AI-powered transformation advisory services provided through the Platform, including all features, tools, modules, and deliverables made available to Customer.

"Usage Data" means metadata, performance metrics, error logs, latency statistics, and other technical data generated through Customer's use of the Services.

"Aggregated Data" means anonymized and aggregated data derived from Customer's use of the Services that does not identify Customer or any individual.

2. Services Description

Vectasense provides an AI-powered transformation advisory platform that utilizes multiple artificial intelligence models and specialized AI agents to deliver strategic intelligence, transformation roadmaps, and consulting-grade analysis. The Services are designed to augment, not replace, human judgment in enterprise decision-making.

3. Account Terms

3.1 You must provide accurate and complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3.2 You must promptly notify Vectasense of any unauthorized use of your account or any other breach of security.

3.3 Vectasense reserves the right to suspend or terminate accounts that violate this Agreement or that have been inactive for an extended period.

4. Fees and Payment

4.1 Fees for the Services are as set forth in the applicable order form, statement of work, or subscription agreement between Customer and Vectasense.

4.2 All fees are quoted in the currency specified in the applicable order and are exclusive of applicable taxes unless otherwise stated.

4.3 Payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing. Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

4.4 Vectasense reserves the right to suspend access to the Services for any account with payments overdue by more than fifteen (15) days.

5. Acceptable Use Policy

5.1 Customer shall not use the Services to:

5.2 Vectasense reserves the right to suspend access immediately upon detection of any violation of this Acceptable Use Policy.

6. Intellectual Property

6.1 Platform Ownership. Vectasense retains all right, title, and interest in and to the Platform, including all underlying technology, algorithms, models, software, trade secrets, and intellectual property. Nothing in this Agreement transfers ownership of the Platform or any component thereof to Customer.

6.2 Customer Content. Customer retains all right, title, and interest in and to Customer Content. Customer grants Vectasense a non-exclusive, worldwide, royalty-free license to access, process, and use Customer Content solely to provide the Services.

6.3 Output Ownership. Subject to Customer's compliance with this Agreement and payment of all applicable fees, Vectasense hereby assigns to Customer all its right, title, and interest in and to the Output. Customer acknowledges that Output generated by AI systems may not be eligible for copyright protection in all jurisdictions.

6.4 Aggregated Data. Customer agrees that Vectasense may collect, use, and disclose Aggregated Data for industry analysis, benchmarking, analytics, and service improvement. All Aggregated Data shall be anonymized and shall be the sole property of Vectasense. Vectasense shall not attempt to re-identify any anonymized data.

6.5 Training Restriction. Vectasense shall not use Customer Content to train its foundation models without Customer's express written consent. This restriction does not apply to Usage Data or Aggregated Data.

6.6 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Vectasense may use such Feedback without restriction or obligation to Customer.

7. AI-Specific Disclaimers

7.1 Probabilistic Nature. Customer acknowledges that the Services utilize artificial intelligence models based on probabilistic architecture. Output is generated based on patterns in training data and computational analysis and may contain inaccuracies, errors, or omissions.

7.2 Non-Reliance. Customer agrees that it shall not rely solely on the Output for critical business decisions without independent verification. Customer is responsible for evaluating, validating, and verifying all Output before reliance or implementation, particularly in high-stakes domains including financial planning, regulatory compliance, and organizational restructuring.

7.3 No Professional Advice. The Services do not constitute legal, financial, tax, accounting, or other professional advice. Customer should consult qualified professionals before acting on any Output.

7.4 Bias Acknowledgement. Customer acknowledges that the Services may produce Output that reflects biases present in training data or source materials. Customer is responsible for evaluating Output for bias before use or distribution.

7.5 AI Disclosure Obligation. Where Customer uses Output in consumer-facing applications or materials, Customer shall disclose to its end-users that such content was generated with the assistance of artificial intelligence.

8. Confidentiality

8.1 Each party agrees to maintain the confidentiality of the other party's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law.

8.2 Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

9. Warranties and Disclaimers

9.1 Vectasense warrants that the Services will perform materially in accordance with the applicable documentation during the subscription term.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VECTASENSE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.3 Vectasense does not warrant that the Services will be uninterrupted, error-free, or free of harmful components, or that Output will be accurate, complete, or suitable for any particular purpose.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VECTASENSE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES ARE DIRECT OR INDIRECT, AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

10.2 VECTASENSE'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT PAID BY CUSTOMER TO VECTASENSE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) SGD 1,000.

10.3 NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10.4 THE PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT VECTASENSE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

11. Indemnification

11.1 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Vectasense from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from: (a) Customer Content; (b) Customer's use of the Output; (c) Customer's violation of this Agreement, including the Acceptable Use Policy; or (d) Customer's violation of any applicable law or third-party right.

11.2 Vectasense Indemnity. Vectasense shall indemnify, defend, and hold harmless Customer from and against any third-party claims that the Services, as provided by Vectasense and used in accordance with this Agreement, infringe the intellectual property rights of a third party. This indemnity shall not apply to claims arising from: (a) Customer Content or specific instructions provided by Customer; (b) modifications to the Services not made by Vectasense; (c) use of the Services in combination with products or services not provided by Vectasense; or (d) use of the Services in violation of this Agreement. Vectasense's total liability under this indemnity shall not exceed two (2) times the fees paid by Customer in the twelve (12) months preceding the claim.

12. Term and Termination

12.1 This Agreement commences on the date Customer first accesses the Services and continues for the subscription term specified in the applicable order form, renewing automatically for successive periods of equal length unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.

12.2 Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

12.3 Vectasense may suspend or terminate Customer's access immediately if Customer violates the Acceptable Use Policy.

12.4 Upon termination, Customer's right to access the Services ceases immediately. Customer may request export of its Customer Content within thirty (30) days of termination. Vectasense shall delete Customer Content within ninety (90) days of termination, except as required by law.

12.5 Sections 6 (Intellectual Property), 7 (AI-Specific Disclaimers), 8 (Confidentiality), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Governing Law and Dispute Resolution) shall survive termination.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to: acts of God; natural disasters; pandemic or epidemic; war or terrorism; government actions or restrictions; shortage of adequate power, telecommunications, or transportation facilities; shortage of semiconductor components or hardware; failure of third-party cloud service providers; cyberattacks; or restrictions on the export of technology. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact.

14. Governing Law and Dispute Resolution

14.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws provisions.

14.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

14.3 Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

15. Class Action Waiver

All disputes must be brought in the individual capacity of the party and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

16. Modifications

Vectasense may modify this Agreement from time to time by posting the updated terms on its website. Material changes will be communicated to Customer via email or through the Platform at least thirty (30) days before they take effect. Continued use of the Services after the effective date of any modification constitutes acceptance of the modified terms.

17. General Provisions

17.1 Entire Agreement. This Agreement, together with any applicable order forms and statements of work, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.

17.2 Severability. If any provision of this Agreement is found to be unenforceable, the court or arbitrator may modify such provision to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

17.3 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

17.4 Assignment. Customer may not assign this Agreement without Vectasense's prior written consent. Vectasense may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.5 Notices. All notices shall be in writing and sent to the email address associated with the Customer's account or to legal@vectasense.com for notices to Vectasense.

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