Terms of Service
Last updated: 01 Apr 2025
1.
Introduction
1.1 Welcome to SME Guru Pte. Ltd. These Terms of Service ("Terms") establish a legally binding agreement between you – whether as an individual, a small business owner, or an organisation – and SME Guru Pte. Ltd. ("SME Guru", “SME Bot”, "we", "our", or "us"). These Terms govern your use of our Solutions, which include any current and future products, software, services, Software are a Service (SaaS), tools, web applications and mobile applications, as well as our websites, smeguru.ai and smebot.ai (collectively referred to as the "Website").
1.2 Acceptance of Terms and Privacy Policy: By accessing, registering, or using our Solutions, you acknowledge that you have read, understood, and agreed to these Terms and our Privacy Policy. If you continue to use our Solutions after any updates, you accept the revised Terms. We encourage you to carefully review both our Terms and Privacy Policy.
1.2.1 If you do not agree to these Terms or the Privacy Policy, you must not use our Solutions. SME Guru reserves the right to suspend or terminate your account for any continued use in violation of these Terms.
1.2.2 By accepting these Terms on behalf of an organisation or company, you represent and warrant that you have full legal authority to bind the organisation to these Terms. In the event of a conflict between these Terms and any separate agreement between your organisation and SME Guru, the separate agreement will take precedence. Where the separate agreement does not address a specific matter, these Terms shall apply and remain enforceable. SME Guru shall not be held liable for any unauthorised acceptance of these Terms by individuals acting without proper authority..
1.3 Modification of Terms: SME Guru reserves the right to modify these Terms at any time. Updates will be posted on our website with a 'last updated' date and will take effect immediately unless otherwise specified. Certain changes may require your explicit acceptance before you can continue using the Solutions.
1.4 Notification of Terms: Updates to these Terms will be posted on our website with a 'last updated' date. We may notify you of significant changes through email or other appropriate channels, but it is your responsibility to review the Terms periodically. If you continue using our Solutions after any changes, you are deemed to have accepted the updated Terms.
2.
Definitions
2.1 "User" or "Customer" refers to any individual, small business owner, or organisation, including their employees, agents, or representatives, who accesses, uses, or interacts with the Solutions provided by SME Guru, whether on their own behalf or on behalf of the organisation they represent. To ensure clarity of ownership and access rights, a "User" or "Customer" acting on behalf of an organisation must register for an account using a valid work email address associated with that organisation.
2.2 "SME Guru Pte. Ltd." is a private limited company located at [60 Paya Lebar Rd, #07-54 Paya Lebar Square, Singapore 409051], incorporated and operating under the laws of [Singapore’s jurisdiction], serving as the provider of the Solutions.
2.3 "Solutions" includes current and future software, services, Software as a Service (SaaS), tools, web applications, mobile applications and any additional products or services introduced by SME Guru.
2.4 "Website" refers to smeguru.ai and smebot.ai, including any subdomains or related platforms (such as mobile applications) where the Solutions are made available.
2.5 "User Data" refers to any data, including personal data (which may be private and sensitive) and non-personal information, such as registration information, usage data, transaction history, and behavioural data, submitted by Customers in connection with their use of the Solutions.
2.6 "PDPA" refers to the Personal Data Protection Act 2012 of Singapore.
2.7 "Personal Data" is any data that can identify an individual, either alone or in combination with other information, such as name, contact information, identification numbers, or other identifying characteristics.
2.8 "Subscription" denotes the right to access SME Guru’s Solutions during the Subscription Period, subject to the terms, restrictions, and limitations outlined in these Terms.
2.9 "Subscription Period" indicates the duration for which the Customer has access to the Solutions, as specified in the Order Form, and may be subject to renewal or extension.
2.10 "Order Form" refers to any formal agreement, purchase order, or contract executed between the Customer and SME Guru, specifying the scope, pricing, and duration of the Solutions provided. In the event of any conflict between the Order Form and these Terms, the Order Form shall prevail, unless explicitly stated otherwise. Conflicts are defined as discrepancies in the scope of services, pricing, or duration, and will be resolved according to the specific terms in the Order Form.
3.
User Accounts
3.1 Account Creation and Accuracy of Information: To access and use our Solutions, you must create an account. You agree to provide accurate, complete, and up-to-date information during the registration process and to promptly update this information as necessary.
3.1.1 If you are registering on behalf of an organisation or small business, you are required to use a valid work email address associated with that organisation or business. This ensures that your account is properly linked to the correct entity and prevents any ambiguity regarding whether the account is for personal or organisational use.
3.1.2 SME Guru reserves the right to verify the information provided and may suspend or terminate accounts that contain false, inaccurate, or misleading details. You acknowledge that failure to maintain accurate information, including the use of a personal email for business-related purposes, may result in the suspension or termination of your access to the Solutions.
3.2 Account Security and Responsibility for Account Activities: You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to use strong passwords and update them periodically. If you suspect any unauthorised access or security breach, you must notify SME Guru immediately at hello@smeguru.ai. SME Guru reserves the right to temporarily suspend or restrict access to your account to investigate security concerns. SME Guru shall not be liable for any losses, damages, or unauthorised transactions resulting from your failure to maintain account security, including but not limited to the sharing of account credentials or failure to report a breach promptly.
3.3 Compliance with Laws: You warrant that your use of the Solutions complies with all applicable local, national, and international laws and regulations, including but not limited to data protection, privacy, and intellectual property laws. You agree not to use the Solutions for any unlawful, fraudulent, abusive, or unauthorised activities, including but not limited to hacking, spamming, infringing on intellectual property rights, or violating any third-party rights. If you become ineligible to use the Solutions for any reason, including legal restrictions or violations of these Terms, you must immediately cease use and notify SME Guru. SME Guru reserves the right to investigate suspected violations and suspend or terminate accounts found to be in breach of this provision.
4.
Provision of Services
4.1 Overview of Services: SME Guru provides a range of Solutions designed to enhanced business operations, accessible through our Website, and mobile applications. These Solutions are accessible via our websites, smeguru.ai and smebot.ai. SME Guru makes no guarantees regarding the uninterrupted availability or error-free operation of the Solutions and reserves the right to modify, update, suspend, or discontinue any aspect of the Solutions at its sole discretion without prior notice.
4.2 Free Trial: We may offer a free trial of our Solutions, allowing you to explore the features and functionalities at no cost. The free trial begins upon your registration and ends on the specified expiration date or upon your execution of an order form for a subscription, whichever comes first. Access to the Solutions during the trial is provided "as-is" without any warranties, guarantees, or support obligations. Any User Data, configurations, and settings created during the trial may be permanently deleted unless you purchase a subscription or export your data/settings before the trial ends. SME Guru is not responsible for any loss of data or settings following the expiration of the trial period.
4.3 Subscription Services: After the trial period, you may opt for a subscription to continue accessing our Solutions. The subscription grants you the right to use the Solutions for the duration of the Subscription Period as specified in the Order Form. The subscription is not contingent upon any future features or functionalities, and SME Guru reserves the right to modify, suspend, or discontinue any portion of the Solutions at its sole discretion without prior notice. SME Guru shall not be liable for any damages, losses, or compensation due to modifications, feature removals, or service discontinuation. No refunds or credits will be issued in the event of service changes or terminations.
4.4 Support Services: For customers with a paid subscription, we offer support through email, chat, and other designated channels during business hours (Monday to Friday, excluding Singapore public holidays, from 09:00 to 17:30 SGT). Support includes general troubleshooting and assistance with using the Solutions but does not cover custom development, third-party integrations, or issues outside SME Guru’s control. While SME Guru will strive to provide timely support, response times may vary based on demand and complexity of the request. SME Guru does not guarantee immediate resolution of technical issues and shall not be liable for any delays or disruptions arising from support response times.
5.
User Responsibilities
5.1 User Conduct: You are responsible for all content you create, upload, or transmit through our Solutions and must ensure that it complies with these Terms and all applicable laws. You agree not to post, share, or distribute any content that is illegal, defamatory, obscene, offensive, infringes on third-party rights (including intellectual property rights), promotes violence, or is otherwise deemed inappropriate by SME Guru. SME Guru reserves the right to review, remove, or block any content that violates these Terms or is deemed inappropriate at its sole discretion. SME Guru is not liable for any damages, claims, or legal consequences arising from user-generated content. Violations of these obligations may result in suspension or termination of your account, with or without notice.
5.1.1 You agree to use the Solutions in a manner that is respectful and does not infringe on the rights of others.
5.1.2 SME Guru reserves the right to review, remove, or block any content that violates these Terms or is deemed inappropriate. Violations of these obligations may result in suspension or termination of your account.
5.2 Acceptable Use and Fair Usage: To maintain service quality and stability, you agree to use the Solutions responsibly. Unacceptable usage includes, but is not limited to:
5.2.1 Excessive or abnormal usage that significantly exceeds reasonable business or individual use patterns, as determined by SME Guru.
5.2.2 Continuous automated requests, excessive API calls, or any activities that place an unreasonable burden on SME Guru’s infrastructure.
5.2.3 Abusing free trials, subscriptions, or services to bypass intended usage limits or payment obligations (e.g., creating multiple trial accounts, sharing subscriptions beyond permitted use, or circumventing licensing restrictions).
5.2.4 SME Guru reserves the right to monitor usage, implement technical restrictions, limit or suspend access, and terminate accounts that violate this policy. SME Guru also reserves the right to update its Fair Usage descriptions at its sole discretion.
6.
Dispute Resolution
6.1 Good Faith Resolution: Before pursuing formal legal action, both parties agree to make a good faith effort to resolve any dispute, controversy, or claim arising from these Terms through direct negotiation. Either party may initiate this process by sending written notice to the other party, outlining the issue and proposed resolution. The parties shall engage in discussions for a period of fourteen (14) days from the date of notice to seek a mutually acceptable resolution.
6.2 Mediation (Optional but Encouraged): If the dispute remains unresolved after the good faith resolution period, either party may propose mediation. Mediation shall take place in Singapore, and both parties must mutually agree on a mediator. All mediation proceedings shall remain confidential. If the dispute is not resolved within thirty (30) days from the date of the mediation notice, either party may proceed with other legal remedies or elect to pursue arbitration as outlined below.
6.3 Arbitration (Optional): If mediation is unsuccessful or bypassed, either party may elect to resolve the dispute through arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with its rules. If both parties agree to arbitration, the following terms apply:
6.3.1 Seat of Arbitration: Singapore. The arbitration shall be conducted in English.
6.3.2 Number of Arbitrators: One, unless the parties agree otherwise.
6.3.3 Confidentiality: All arbitration proceedings shall remain confidential, except as required by law.
6.3.4 Final and Binding: The arbitrator’s decision shall be final and binding, enforceable in any court with jurisdiction.
6.4 Legal Action: If neither mediation nor arbitration is chosen, either party may pursue legal action in the courts of Singapore, which shall have exclusive jurisdiction over any dispute. This does not preclude the parties from later choosing to mediate or arbitrate if they wish to settle the matter amicably.
7.
Prohibited Uses
7.1 You agree not to use SME Guru’s Solutions in any manner that violates these Terms, applicable laws, or disrupts the integrity of the platform. SME Guru reserves the right to investigate any suspected violations, take appropriate enforcement action (including account suspension, termination, or reporting to authorities), and cooperate with law enforcement as necessary.
7.2 Unlawful and Harmful Activities: Users must not engage in illegal, fraudulent, or deceptive activities, including but not limited to:
7.2.1 Harassment, intimidation, or any form of cyberbullying, doxxing, or threatening behaviours.
7.2.2 Distribution of malware, spyware, or phishing attempts to gain unauthorised access to data.
7.2.3 Sending spam, phishing messages, or unauthorised promotional content.
7.2.4 Violation of data protection laws (including PDPA, GDPR, CCPA) through unauthorised data collection, processing, or sharing.
7.3 System and Service Interference. Users may not:
7.3.1 Overload SME Guru’s servers with excessive API requests, bot-generated traffic, or other automated mechanisms that degrade service quality.
7.3.2 Attempt to manipulate, disrupt, or bypass rate-limiting, authentication mechanisms, or system security features.
7.3.3 Deploy denial-of-service (DoS) attacks or distribute software that interferes with SME Guru’s services or network infrastructure.
7.4 Unauthorised Access and Security Violations
7.4.1 Gaining or attempting to gain unauthorised access to any SME Guru service, account, or system.
7.4.2 Circumventing security measures, attempting to test vulnerabilities, or engaging in ethical hacking without explicit permission.
7.4.3 Sharing or misusing access credentials, including but not limited to password sharing.
7.5 Restricted Content. You may not use the Solutions to create, upload, or share content that:
7.5.1 Is unlawful, defamatory, libelous, obscene, or invasive of another’s privacy.
7.5.2 Promotes hate speech, violence, or discrimination.
7.5.3 Infringes on intellectual property rights, including copyrights, trademarks, or trade secrets.
7.5.4 Contains false, misleading, or deceptive information intended to manipulate users.
8.
Privacy Policy
8.1 Your privacy is important to us. The use of your personal data is governed by our Privacy Policy, which outlines how we collect, use, store, and protect your information.
8.2 By using our Solutions, you acknowledge and agree that your personal data will be collected, used, and processed in accordance with our Privacy Policy. If you do not agree with how your data is handled, you must discontinue use of the Solutions.
8.3 SME Guru implements reasonable security measures to protect personal data; however, we cannot guarantee absolute security. Users are responsible for maintaining the confidentiality of their account information and taking appropriate precautions to protect their data. SME Guru is not liable for any unauthorised access resulting from the user’s failure to safeguard their login credentials."
9.
Payment and Charges
9.1 Pricing: Fees for SME Guru’s Solutions are outlined in the applicable Order Form or written agreement. All charges are exclusive of applicable taxes, which will be added as required by law. SME Guru reserves the right to update pricing and will provide at least 30 days' prior notice before any price increase. Continued use of the Solutions after a price change constitutes acceptance of the updated pricing.
9.2 Payment Methods: Customers must maintain a sufficient credit balance in their SME Guru account for the use of integrated services such as email, calling, and SMS tools (if applicable). SME Guru accepts payments via credit/debit card, PayPal, bank transfer, and other methods that may be introduced over time.
9.3 Billing Practices and Automatic Renewal: Subscriptions are billed in advance, and all fees are non-refundable unless otherwise stated in a separate agreement. If a subscription is set to auto-renew, you authorise SME Guru to charge the payment method on file unless you cancel before the renewal date. SME Guru is not responsible for overdraft fees, declined payments, or additional bank charges arising from billing errors.
9.4 Disputed Charges: By using the services, the Customer explicitly agrees that all charges, including recurring subscription fees, are accurate and final. If you believe you were incorrectly charged, you must submit a dispute within seven (7) business days of the transaction date by emailing hello@smeguru.ai with supporting evidence (e.g., invoices, transaction records). SME Guru will review the dispute and provide a decision within fourteen (14) business days. If the dispute is unresolved, SME Guru may, at its discretion, issue a credit or escalate the matter further.
9.5 Initiating a chargeback without first seeking resolution through SME Guru may result in account suspension and additional fees. Chargebacks will incur a processing fee determined by the payment processor, which will be added to the Customer’s outstanding balance. If the chargeback is deemed fraudulent, SME Guru reserves the right to pursue legal action to recover any losses..
10.
Subscription Terms
10.1 Subscription Models: SME Guru offers various subscription models, including monthly, and annual plans, granting access to the Solutions for the specified Subscription Period.
10.1.1 Details of each subscription, including features, limitations, and pricing, are outlined in the applicable Order Form or written agreement.
10.1.2 In the event of a conflict between these Terms and the Order Form, the Order Form shall prevail regarding pricing, duration, and features, while these Terms shall govern all other aspects of use, including compliance, acceptable use, and termination policies.
10.2 Renewal: Subscriptions will automatically renew at the end of each Subscription Period unless you cancel your subscription prior to the renewal date. You may receive a notification before the renewal takes place.
10.3 Cancellation: Customers may cancel their subscription at any time by providing written notice via email to SME Guru at hello@smeguru.ai.
10.3.1 Cancellation requests must be received before the next billing cycle to avoid further charges. SME Guru does not provide refunds or credits for unused time unless explicitly stated in the Order Form or a separate agreement.
10.3.2 Upon cancellation, you will have a grace period of 30 days during which you may reactivate your account and access your data.
10.4 Termination for Cause: SME Guru reserves the right to terminate your subscription immediately if you breach these Terms or engage in activities that may harm our services or violate applicable law as stated in the Termination Section.
10.4.1 Where possible, SME Guru will provide written notice of termination and a 7-day window to remedy any breach unless the violation is severe, illegal, or poses immediate harm. If termination occurs, SME Guru is not obligated to issue refunds, and access to the Solutions will be revoked immediately.
11.
Third-Party Services
11.1 Integration with Third-Party Services: SME Guru may offer integrations with third-party products or services for enhanced functionality. Your use of these third-party services is solely at your discretion and is subject to their respective terms and conditions.
11.1.1 SME Guru does not endorse, warrant, or guarantee the security, reliability, availability, or performance of any third-party services. Any interactions between you and a third-party provider, including transactions, agreements, or disputes, are exclusively between you and the provider, and SME Guru shall bear no responsibility for such interactions.
11.2 User Data Access: If you choose to use third-party services in conjunction with our Solutions, you acknowledge and agree that these services may access, process, store, or transmit your User Data to facilitate interoperability.
11.2.1 SME Guru does not monitor, review, or control third-party access to your data and shall not be responsible for any unauthorised use, disclosure, modification, or deletion of your data by third-party providers.
11.2.2 By enabling third-party integrations, you assume all risks associated with data sharing and acknowledge that SME Guru is not responsible for compliance with applicable data protection laws by third-party providers. You should carefully review the privacy policies and security practices of any third-party service before enabling integrations.
11.3 Limitations of Liability: SME Guru does not warrant, support, or assume any liability for third-party products or services. Any issues, disruptions, or losses arising from your use of third-party services must be addressed directly with the respective providers.
11.3.1 To the maximum extent permitted by law, SME Guru shall not be liable for:
11.3.1.1 Any loss of data, business interruption, or financial loss resulting from third-party service failures.
11.3.1.1 Any security breaches, unauthorised access, or data leaks caused by third-party integrations.
11.3.1.1 Any incompatibility issues or system failures arising from third-party service usage.
11.3.2 You acknowledge and agree that enabling third-party services is at your own risk, and SME Guru is not responsible for ensuring their security, availability, or performance..
12.
Intellectual Property Rights
12.1 Ownership: You acknowledge and agree that SME Guru, its affiliates, and licensors retain all rights, title, and interest in and to the Solutions, including all associated intellectual property, content, trademarks, logos, proprietary software, and any copies, modifications, updates, enhancements, and derivative works thereof.
12.1.1 You may not, under any circumstances:
12.1.1.1 modify, adapt, translate, or create derivative works based on the Solutions;
12.1.1.2 reverse engineer, decompile, disassemble, or attempt to extract the source code of any software within the Solutions, except to the extent expressly permitted by law;
12.1.1.3 remove, obscure, or alter any proprietary notices contained in the Solutions; or
12.1.1.4 claim any ownership or rights over SME Guru’s intellectual property, including through domain registrations, business names, or branding."
12.1.2 If you submit, upload, or create content through the Solutions, you retain ownership of such content. However, by using the Solutions, you grant SME Guru a non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, and display such content solely for the purpose of operating and improving the Solutions. You represent and warrant that you have all necessary rights to grant this license and that your content does not infringe on third-party rights.
12.2 Trademarks: All trademarks, service marks, trade names, logos, and branding associated with SME Guru are the exclusive property of SME Guru or its respective owners. You may not use any of these trademarks without prior written consent from SME Guru, except as permitted by applicable law (e.g., fair use for reviews or comparisons).
12.2.1 You specifically agree that you will not:
12.2.1.1 register or use any domain name, social media handle, or business name that incorporates SME Guru’s trademarks or creates a likelihood of confusion;
12.2.1.2 use SME Guru’s trademarks in advertisements, promotions, or misleading contexts; or
12.2.1.3 alter, modify, or create similar branding that could mislead users into believing they are affiliated with SME Guru.".
12.3 Copyrights: All content provided through the Solutions, including but not limited to text, graphics, logos, software, and audiovisual material, is protected by copyright laws and international treaties. You may not reproduce, distribute, publicly display, or create derivative works from any content without express written permission from SME Guru.
12.3.1 You agree that you will not:
12.3.1.1 use automated tools, bots, or scraping technologies to extract or copy SME Guru’s content;
12.3.1.2 upload, share, or distribute any copyrighted content from SME Guru without authorisation;
12.3.1.3 attempt to remove copyright notices or modify SME Guru’s copyrighted materials; or
12.3.1.4 use SME Guru’s content in a manner that competes with or harms SME Guru’s business interests.
13.
Limitation of Liability
13.1 General Disclaimer: To the fullest extent permitted by law, SME Guru, its subsidiaries, affiliates, officers, employees, and licensors shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Solutions. This includes, but is not limited to, loss of profits, data, goodwill, business interruption, reputational harm, or any other intangible losses, even if SME Guru has been advised of the possibility of such damages.
13.1.1 SME Guru provides the Solutions on an ‘as-is’ and ‘as-available’ basis, without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. SME Guru makes no representations or guarantees regarding the accuracy, completeness, reliability, or timeliness of the Solutions or any content generated therein..
13.2 Specific Limitations: "To the fullest extent permitted by law, SME Guru shall not be liable for any direct, indirect, incidental, or consequential loss or damage arising from:
13.2.1 Your inability to access or use the Solutions, whether due to system outages, maintenance, force majeure events, or third-party service failures.
13.2.2 Unauthorised access to, or alteration of, your transmissions or data due to security breaches, cyberattacks, or third-party actions beyond SME Guru’s reasonable control.
13.2.3 Errors, omissions, inaccuracies, or reliance on any content, insights, or reports generated through the Solutions.
13.2.4 Interruptions, delays, or failures in the operation of the Solutions caused by:
13.2.4.1 technical issues, including but not limited to software bugs, hosting failures, or connectivity issues,
13.2.4.2 third-party service disruptions, including payment processors, cloud providers, or integration partners,
13.2.4.3 force majeure events, including but not limited to natural disasters, regulatory actions, cyber incidents, or strikes.
13.3 Maximum Liability: To the maximum extent permitted by law, SME Guru’s total cumulative liability for any claims, damages, or losses arising from or related to your use of the Solutions shall not exceed the total fees paid by you to SME Guru in the six (6) months preceding the claim. This limitation applies collectively to all claims and shall not be construed as a per-incident cap.
13.3.1 Notwithstanding the foregoing, in cases of SME Guru’s gross negligence or wilful misconduct, total liability shall be limited to actual direct damages only and shall not exceed the total fees paid by you to SME Guru in the six (6) months preceding the claim.
13.3.2 Under no circumstances shall SME Guru be liable for indirect, consequential, incidental, punitive, or special damages, including but not limited to loss of profits, business interruption, reputational harm, or data loss, even if SME Guru has been advised of the possibility of such damages.
14.
Indemnity
14.1 User Agreement: You agree to indemnify, defend, and hold harmless SME Guru, its subsidiaries, affiliates, officers, directors, employees, and agents (collectively, “SME Guru Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, and expenses (including but not limited to reasonable attorneys’ fees, settlement costs, and damage awards) arising from or related to:
14.1.1 Your use of the Solutions, including but not limited to any content you submit, store, or distribute through the platform.
14.1.2 Your violation of these Terms or any policies incorporated by reference.
14.1.3 Your violation of any applicable laws, regulations, or third-party rights.
14.1.4 Any claim that your content, actions, or omissions infringe or misappropriate the intellectual property rights, privacy rights, or other legal rights of a third party.
14.1.5 Any breach of third-party agreements related to your use of our Solutions, including but not limited to third-party integrations or external service providers used in conjunction with SME Guru’s platform.
14.1.6 Any fraudulent, negligent, or wilful misconduct by you or your authorised users in connection with the Solutions." You agree to indemnify, defend, and hold harmless SME Guru, its subsidiaries, affiliates, officers, and employees from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
14.2 Notification: SME Guru shall promptly notify you of any claim for which it seeks indemnification under this Section 14. You shall have the right to assume the defence of such claim at your own expense, provided that:
14.2.1 SME Guru retains the right to participate in the defence and hiring of counsel at its own expense.
14.2.2 You shall not settle or compromise any claim without SME Guru’s prior written consent, which shall not be unreasonably withheld, if such settlement would:
14.2.2.1 Impose any financial obligation on SME Guru,
14.2.2.2 Require SME Guru to admit fault,
14.2.2.3 Affect SME Guru’s business operations or reputation,
14.2.2.4 Or impose any non-monetary obligations on SME Guru.
14.2.3 SME Guru retains the right to assume control of the defence at any time if, in its sole discretion, it determines that you are unable or unwilling to properly defend the claim, or if the claim poses a significant risk to SME Guru’s business or reputation.
14.2.4 Your obligation to indemnify SME Guru shall survive termination or expiration of these Terms and your use of the Solutions.
15.
Warranties and Disclaimers
15.1 No Warranties: To the maximum extent permitted by applicable law, SME Guru provides the Solutions on an 'as-is' and 'as available' basis, without any warranties of any kind, whether express or implied. SME Guru expressly disclaims all implied warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SME Guru makes no representations or warranties regarding the suitability, reliability, availability, or accuracy of the Solutions for any purpose. Some jurisdictions may not allow the exclusion of implied warranties, in which case this disclaimer shall apply to the maximum extent permitted by law.
15.2 Service Availability: SME Guru does not guarantee that the Solutions will be uninterrupted, secure, or error-free, or that any defects will be corrected. You acknowledge that your use of the Solutions is at your own risk and that service availability may be affected by factors outside SME Guru’s control, including but not limited to, third-party service failures, cyberattacks, natural disasters, and other force majeure events.
15.3 Accuracy of Information: SME Guru does not warrant the accuracy, reliability, or completeness of any information provided through the Solutions. All information, insights, and recommendations are for informational purposes only and should not be relied upon for business, financial, legal, or tax decisions. You acknowledge that any reliance on such information is strictly at your own risk, and SME Guru shall not be liable for any errors, omissions, or decisions made based on such information.
15.4 AI Features Disclaimer: SME Guru’s AI-based features are designed to assist users but do not guarantee the correctness, reliability, or suitability of AI-generated content. AI outputs are generated based on algorithms and data patterns and should not be relied upon as factual, professional, or legally binding advice. You acknowledge that AI-generated recommendations, insights, or responses may be inaccurate, incomplete, or outdated. SME Guru strongly advises that you independently verify any AI-generated outputs before making business, financial, legal, or operational decisions. SME Guru disclaims all liability for decisions or actions taken based on AI-generated content.
16.
Termination
16.1 Termination by Customer: You may cancel your subscription and terminate this agreement at any time by providing written notice to SME Guru via email at hello@smeguru.ai. Upon termination, a 30-day grace period will be granted during which you may reactivate your account and retrieve your data. After this period, all data will be permanently deleted in accordance with our Data Retention Policy, except where retention is required by law.
16.2 Termination by SME Guru: SME Guru reserves the right to terminate your account and this agreement immediately if we determine, in good faith and at our reasonable discretion, that you have engaged in any of the following activities:
16.2.1 Breach any provision of these Terms, including but not limited to violations of the Acceptable Use Policy or Fair Usage Terms.
16.2.2 Engage in activities that create legal liabilities or risks for SME Guru, its services, other users, or third parties, including the distribution of malware, phishing, or engaging in fraudulent activities.
16.2.3 Act inconsistently with the letter or spirit of SME Guru’s policies, which includes undermining the trust and safety of our services, users, or team.
16.2.4 Infringe on the intellectual property rights of SME Guru or any third party, including unauthorised use of copyrighted materials, trademarks, or patents.
16.2.5 Engage in fraudulent, immoral, or illegal activities, such as using the Solutions to commit fraud, spread illegal content, or conduct unlawful actions under applicable laws.
16.2.6 Fail to maintain the security of your account, resulting in unauthorised access, fraud, or breaches, and failing to report such security issues in a timely manner.
16.2.7 Violate data protection, privacy, or intellectual property laws, or any applicable legal or regulatory framework while using the Solutions.
16.2.8 Engage in abusive, threatening, or harassing behaviours towards SME Guru staff, support agents, or other users.
16.2.9 Attempt to bypass any restrictions on service features or security measures, such as exploiting system vulnerabilities or unauthorised access to features.
16.2.10 Engage in excessive or abnormal usage that disrupts or degrades the stability or performance of the service, including automation to manipulate or overload the system.
16.2.11 Exploit or abuse free trials, subscriptions, or payment models, including fraudulent use of promotions, sharing account credentials, or attempting to evade financial obligations.
16.2.12 Except where immediate termination is necessary to prevent harm or legal liability, SME Guru may provide a written warning and allow you up to [7] days to rectify the violation before termination takes effect. Termination decisions may be appealed by contacting SME Guru’s support team within [5] business days of receiving the termination notice.
16.3 Effects of Termination: Upon termination, all rights granted to you under this agreement shall immediately cease. You will lose access to the Solutions, and SME Guru reserves the right to delete any user data in accordance with our Data Retention Policy. You have [60] days post-termination to request a copy of your data before it is permanently deleted from our active databases. SME Guru does not guarantee data retrieval beyond this period and shall not be liable for any loss of data thereafter.
17.
Governing Law
17.1 Applicable Law: These Terms of Service shall be governed by and construed in accordance with the laws of Singapore.
17.2 Jurisdiction: The courts of Singapore shall have exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms.
18.
Contact Information
18.1 Customer Support: For any questions, concerns, or requests regarding these Terms or your account, please email us at: hello@smeguru.ai
18.2 Response Time: We aim to respond to inquiries within [24 - 48 hours] during business days.
19.
Miscellaneous Provisions
19.1 Entire Agreement: These Terms constitute the entire agreement between you and SME Guru regarding the subject matter herein and supersede all prior agreements, representations, warranties, and understandings, whether written or oral, except for modifications that are executed in writing and signed by both parties.
19.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect, provided that such unenforceable provision does not undermine the fundamental purpose of these Terms.
19.3 Waiver: If a delay or failure of SME Guru to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision, unless specifically waived in writing by SME Guru..
19.4 Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent, except in the event of a merger, acquisition, or transfer of all or substantially all of our assets. SME Guru may assign or transfer its rights and obligations at any time without restriction or notice to you.
19.5 Force Majeure: SME Guru shall not be liable for any failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, epidemic, pandemic, war, terrorism, labour disputes, governmental actions, changes in laws or regulations, embargoes, strikes, fires, floods, earthquakes, nuclear accidents, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers. Save for the obligation of payment, such failure shall not constitute a breach of these Terms.