Terms of Service

Last updated 29 July 2024

1 SME GURU PTE. LTD. TERMS OF SERVICE

1.1 The following Terms of Service establish a legally binding agreement between you and SME Guru Pte. Ltd. ("SME Guru," "we," "our," "us", or “owner”), encompassing your utilisation of our products, software, services, information, content, tools, mobile application (referred to as the "Solutions"), and the websites smeguru.ai and smebot.ai (collectively termed the "Website" alongside the aforementioned Solutions).

1.2 Prior to utilising SME Guru’s Solutions, carefully review these Terms of Service (referred to as this "Agreement"). This Agreement delineates the legally binding terms and conditions for your usage of SME Guru’s Solutions. By registering for and/or using the Solutions in any manner, you acknowledge that you have read, comprehended, and accepted this agreement along with all other operating rules, policies, and procedures referenced herein. Each referenced document is incorporated herein by this reference and may be periodically updated, excluding all other terms. Your use of the Solutions indicates unconditional acceptance of this Agreement. If you are accepting on behalf of an organisation/company, you confirm that you have the requisite authority. However, if your organisation/company has entered into a separate contract with SME Guru Pte. Ltd. pertaining to its use of the Solutions, that contract shall take precedence.

1.3 Except for specific disputes outlined in the arbitration section below, you agree that disputes between yourself and us shall be settled through binding individual arbitration, thereby forfeiting your right to engage in class action lawsuits or class-wide arbitration.

1.4 SME Guru retains the authority to modify the Terms of Service at its sole discretion by publishing a revised version on the Website with the “Last updated date” dated on the top of this agreement, without specific notice to you. Such revisions will take immediate effect upon publication. Your continued use of SME Guru’s Website and or Solutions, following the effective date of any amended Terms of Service, signifies your agreement to be bound by the modified terms.

2 DEFINITIONS

2.1 “Customer” refers to you, and or the organisation/ company you represent;

2.2 “SME Guru Pte. Ltd.” denotes a Private Limited Company at [60 Paya Lebar Rd, #07-54 Paya Lebar Square, Singapore 409051], serving as the provider of SME Guru’s Solutions;

2.3 “smeguru.ai and smebot.ai” refer to the Website where the Solutions are offered by SME Guru Pte. Ltd., encompassing the software and services facilitating such Solutions;

2.4 “SME Guru Pte. Ltd.” and “Customers” are each denoted as a “Party” in this Agreement, collectively termed as “Parties.”

2.5 “User Data” signifies any personally identifiable information submitted by the Customers to SME Guru, encompassing data potentially deemed private or sensitive generated by the Customers, alongside all other information provided in the routine usage of SME Guru’s Solutions.

2.6 “PDPA” refers to the Personal Data Protection Act 2012.

2.7 “Personal Data” shall denote data, whether true or not, about an individual who can be identified:

2.7.1 From that data alone; or

2.7.2 From that data and other information which SME Guru has or is likely to have access to.

2.8 “Subscription” shall denote the right to access SME Guru’s Solutions during the Subscription Period.

2.9 “Subscription Period” shall indicate the duration that the Customer has access to SME Guru’s Solutions.

2.10 “Order Form” shall signify any contracts and/or documents that are entered into by the Customer and SME Guru from time to time, in the forms provided by SME Guru.

3 PROVISION OF SERVICE

3.1 Free Trial. SME Guru may offer all or part of our Solutions to the Customer on a trial basis, free of charge (the “Free Trial”). The Free Trial begins upon the Customer's submission of a registration to SME Guru and ends either on the specified Free Trial expiration date or upon the Customer's execution of an Order Form for a Subscription under this Agreement, whichever occurs first. During the Free Trial, access to SME Guru’s Solution is provided "as-is" and without warranty of any kind. It is important to note that any User Data and specific settings or preferences configured during the Free Trial will be permanently deleted unless a Subscription is purchased or the data/settings are exported before the Free Trial expires. To ensure uninterrupted access to your data, we recommend considering a Subscription before the Free Trial ends.

3.2 Mobile Applications. SME Guru may offer mobile application Solutions that allow the Customer to access SME Guru’s Solutions on their mobile devices, including, but not limited to devices running Android or iOS operating systems. Mobile devices are not included in the Customer’s Subscription. SME Guru’s mobile application Solutions will require an active internet connection and may incur data charges with the Customer’s wireless carrier, including roaming charges, where applicable. SME Guru's mobile application Solutions may collect technical data, including information about application crashes and usage statistics, and may use certain third-party libraries or modules. Any such mobile applications offered by SME Guru shall constitute part of our Solutions, and as such, their usage is subject to the terms and conditions of this Agreement.

3.3 Subscription. SME Guru’s Solutions shall be available to the Customer pursuant to this Agreement and all Order Forms during the Subscription Period. The Customer shall agree that the purchase of SME Guru’s Solutions Subscription is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by SME Guru with regard to future functionality or features.

3.4 Support. Support via multiple communications channels, email and phone, is available for paid Subscription. Our Support team is available from Monday to Friday (excluding Singapore public holidays), from 09:00 to 17:30hrs (SGT).

4 USAGE GUIDELINES

4.1 Ownership of Data. The Customer shall retain all right, title, and interest in and to all of their data. SME Guru shall not access the Customer’s Data except to respond to service or technical problems or at the Customer’s request.

4.2 Collection of Data: The Customer is accountable for all account activities and compliance with this Agreement, including local and international laws, treaties, regulations, or conventions, such as the Personal Data Protection Act 2012 (Singapore) and other laws applicable related to privacy, publicity, data protection, electronic communications, and anti-spamming laws. The Customer shall be responsible for the collection, legality, protection, and use of data that are stored on or used in connection with SME Guru. SME Guru will not be responsible for any loss or disclosure of the Customer’s data (or any damages related thereto) resulting from the Customer’s failure to adequately secure their user identification and passwords.

4.3 Prohibited Uses. The Customer shall hereby agree that as a condition of use of SME Guru’s Solutions, not to use any SME Guru’s Solutions for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Customer may not use SME Guru in any manner that could damage, disable, overburden, or impair any SME Guru or subscriber server or the network(s) connected to any service provider or subscriber server or interfere with any other party's use and enjoyment of SME Guru.

4.4 The Customer may not attempt to gain unauthorised access to any part of SME Guru, other accounts, computer systems, or networks connected to SME Guru, through hacking, password mining, or any other means. The Customer may not obtain or attempt to obtain any materials or information through any means not intentionally made available through SME Guru. Except as expressly set forth herein, the Customer may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sublicense, distribute, or circulate SME Guru, or any associated applications, tools, or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide SME Guru; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage, or impair SME Guru's control or security systems, or allow or assist a third party to do so.

4.5 The Customer shall be responsible for the content of all communications sent through SME Guru and shall comply with all applicable laws and regulations while using SME Guru’s Solutions. The Customer may not use SME Guru for illegal purposes or for the transmission of material that is (i) unlawful, harassing, libellous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortuous, or otherwise objectionable; (ii) infringes or may infringe upon the Intellectual Property Rights or other rights of SME Guru or any other Party; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence under any applicable law or regulation. The Customer shall further agree not to use SME Guru’s Solutions for the purpose of making emergency calls or providing emergency services.

4.6 Suspension of Service. SME Guru may at any time suspend (or require the Customer to suspend) access to SME Guru and/or disable the login information in the event of a violation of these terms and conditions. Grounds for doing so are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if SME Guru or the Customer may have reason to suspect any such Customer is engaged in activities that may violate these Terms of Service, applicable laws, or subscriber policies, or are otherwise deemed harmful to the service provider, the Customer, and respective network or facilities, or other Customers. SME Guru, and any of its service providers, shall not be liable to any Customer for the suspension of SaaS Service, regardless of the grounds.

5 THIRD PARTY PROVIDERS

5.1 Acquisition of Non-SME Guru’s Solutions. The Customer shall acknowledge that third-party products or services may be made available to the Customer from time to time by SME Guru or third parties, and that the Customer’s decision to acquire any such products or services is solely between the Customer and the applicable third-party provider. Unless specifically set forth on an Order Form, SME Guru does not warrant or support third-party products or services.

5.2 Third-Party Services and User Data. The Customer shall acknowledge that if the Customer acquires third-party services for use with Subscription, SME Guru may allow the providers of such applications to access the Customer’s data in order to allow such applications to interoperate with SME Guru. SME Guru shall not be responsible or liable for any disclosure, modification, or deletion of the Customer’s data resulting from any such access by third-party application providers.

5.3 Potential damages arising from usage of Third-Party Service Integrations. The Customer shall further acknowledge that if the Customer uses third-party services intraoperatively with SME Guru’s Solutions, SME Guru shall not be responsible or liable for any damages arising from the failure of such third-party applications to perform their intended functions. Any claims for such damages suffered by the Customer resulting from the failure of third-party services to function are to be taken up with the service providers of such third-party services.

6 CUSTOMER OBLIGATIONS

6.1 To access and use SME Guru’s Solutions, the Customer must create account(s).

6.1.1 The Customer agrees to provide accurate, complete, and current account information and to promptly update it as necessary. The Customer is solely responsible for all activities that occur on their account(s), including any sub-accounts, and for maintaining the security of their account(s) passwords. SME Guru will not be liable for any losses caused by unauthorized use of the Account;

6.1.2 If any information provided by the Customer is inaccurate, incomplete, or outdated, SME Guru reserves the right to terminate the Customer’s account(s) and refuse any current or future use of SME Guru’s Solutions.

6.1.3 The Customer represents and warrants that it is duly authorised to do business and use SME Guru’s Solutions in all jurisdictions in which the Customer operates in. The Customer must notify SME Guru promptly of any change in the Customer’s eligibility to use SME Guru’s Solutions (including any changes to or revocation of any licenses from state authorities), breach of security of any known authorised use of the Customer’s account(s).

6.1.4 The Customer agrees to be solely responsible for any charges incurred due to their use of local access numbers or wireless devices, including but not limited to laptops, tablet computers, and mobile phones. This includes all billing transactions: Billing transactions encompass sign-up transactions (purchases at the time of sign-up), purchase transactions (purchases that are not auto-recharge transactions which are made after sign-up) and auto-recharge transactions (purchases that are automatically made via SME Guru’s auto-recharge feature). Additionally, the Customer is responsible for all content they create while using SME Guru’s Solutions, including but not limited to textual information, video or static imagery, and audio recordings.

6.1.5 The Customer shall immediately notify SME Guru at hello@smeguru.ai of any unauthorised use of the Customer's SME Guru account(s) or any other breach of security. Until the Customer makes the appropriate notification, the Customer shall be presumed liable for any and all charges incurred under their SME Guru account(s).

7 USER DATA

7.1 The use of User Data is governed by our Privacy Policy. SME Guru will not disclose billing information or account access information except as authorised by the Customer or the Customer's representative or as required by any applicable laws or legal process.

7.2 SME Guru implements industry standards to ensure the security and confidentiality of User Data, protect against anticipated threats or hazards to the security or integrity of User Data, and protect against unauthorised access to or use of this Data.

7.3 Compliance with PDPA. In handling any Customer Personal Data, SME Guru shall comply with all its obligations under the PDPA and in this Clause 6 at its own cost.

7.4 Process, Use and Disclosure. SME Guru only processes the Customer’s Personal Data:

7.4.1 Strictly for the purposes of fulfilling its obligations and providing the Solutions required under this Agreement;

7.4.2 With the Customer’s prior written consent; or

7.4.3 When required by law or an order of court, but shall notify the Customer as soon as practicable before complying with such law or order of court at its own costs.

7.5 Transfer of personal data outside Singapore. SME Guru may transfer Customer Personal Data to servers located in countries other than the country in which the Customer Personal Data was originally supplied by the Customer and strictly only for the purposes of fulfilling its obligations and providing the Solutions required under this Agreement. In respect of such transfers, SME Guru shall ensure that the Customer Personal Data transferred outside Singapore will be protected at a standard that is comparable to that under the PDPA and this Agreement.

7.6 Security Measures. SME Guru shall protect Customer Personal Data in SME Guru’s control or possession by implementing reasonable security arrangements (including, where appropriate, physical, administrative, procedural, and information and communications technology measures) to prevent unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal, or destruction of Customer Personal Data, or other similar risks. For the purposes of this Agreement, "reasonable security arrangements" include arrangements set out below in this Clause 7 (which shall not be varied without the Customer’s prior written consent, such consent not to be unreasonably withheld).

7.7 Accuracy and Correction of Personal Data. Where the Customer provides Customer Personal Data to SME Guru, the Customer shall make reasonable efforts to ensure that the Customer Personal Data is accurate and complete before providing it to SME Guru. The Customer shall remain responsible for updating Customer Personal Data which is in the possession of SME Guru. SME Guru shall take steps to correct any errors in the Customer Personal Data, as soon as practicable upon the Customer’s written request.

7.8 Retention of Personal Data. SME Guru shall not retain Customer Personal Data (or any documents or records containing Customer Personal Data, electronic or otherwise) for any period longer than is necessary to serve the purposes of this Agreement.

7.9 SME Guru shall, upon the request of the Customer:

7.9.1 Return to the Customer all Customer Personal Data;

7.9.2 Delete all Customer Personal Data in its possession and,

7.9.3 After returning or deleting all Customer Personal Data, provide the Customer with written confirmation that we no longer possess any Customer Personal Data. Where applicable, SME Guru shall also instruct all third parties to whom it has disclosed Customer Personal Data for the purposes of this Agreement to return to SME Guru or delete such Customer Personal Data.

8 UNUSED BALANCE

8.1 SME Guru reserves all rights on accounts that are expired. Unused credit balance in an expired SME Guru account cannot be cashed out and shall be forfeited.

8.2 The Customer acknowledges and accepts that the inherent nature of the Internet and/or telecommunication network is such that electronic communications via email, SMS, or other communication channels may be subject to interruption, interception, hacking, transmission blackout, and delayed or incorrect transmission. SME Guru shall not be liable for any risks including but not limited to risks resulting from errors, mutilation, interruption, or delay in transmission, power failure, interception by third parties, data corruption, viruses, transmission errors, breakdown of telecommunication networks, malfunctions in communications facilities, industrial action, or disputes beyond its control that may affect the transmission of any email, SMS, or other communication channels. SME Guru does not warrant that any identified defect will be corrected, though it will undertake all reasonable efforts to mitigate and rectify such risks.

9 PAYMENT, CHARGES AND SOLUTIONS

9.1 In order to use the integrated emailing, calling, SMS, and other communications channel and or tools on SME Guru’s Solutions, the Customer will require a sufficient credit balance under their SME Guru account(s) or in the third parties tools, that is separate from and not included as part of SME Guru account subscription fees. The Customer is required to deposit sufficient credit in their SME Guru account or in the third parties tools through debit or credit cards, PayPal, or other means, which may be made available by SME Guru or the third parties.

9.2 The Customer agrees to pay for its use of SME Guru’s Solutions as set forth in any written agreement or addendum with SME Guru Pte. Ltd., and/or its partners. SME Guru Pte. Ltd. reserves the right to revise the pricing from time to time and would give notice of such change on the Website. Customer’s continued use of SME Guru’s Solutions after a price change becomes effective constitutes the Customer’s agreement to pay the newly revised amount. SME Guru reserve the right at any time to modify or discontinue the Solutions (or any part of content thereof) without notice at any time. SME Guru shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Solutions.

9.3 In the event the Customer believes that SME Guru has charged them erroneously, the Customer must notify SME Guru via email at hello@smeguru.ai within seven (7) business days after the charge. Failure to notify SME Guru within this timeframe may result in the forfeiture of the Customer's right to dispute the fees. The Parties will work together in good faith to resolve billing disputes. A pending billing dispute shall not exempt the Customer from timely paying any undisputed amounts owed. Any disputes that cannot be resolved through negotiation shall be handled in accordance with Section 14 below. Except as otherwise provided herein, fees paid are non-refundable.

10 AUTOMATICALLY RECURRING SUBSCRIPTIONS

10.1 If the Customer opts for an automatically recurring subscription at the point of purchase, the Customer unconditionally consents to SME Guru and/or its payment partners storing personal information about the Customer, including information on the Customer’s credit card. SME Guru and its partner(s) will make all reasonable efforts, according to standard industry practice, to secure the Customer’s personal information. In addition, the Customer also unconditionally consents SME Guru and/or its payment partner making deductions automatically from the Customer’s stored credit card for the purpose of renewing the Customer’s Subscription at the end of each Subscription Period.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 The Customer shall acknowledge and accept that all title, ownership, and intellectual property rights in and to SME Guru, any and all copies thereof are owned by SME Guru and/or its affiliates’ licensors. All rights are reserved. SME Guru is protected by copyright laws, international copyright treaties and conventions, and other laws. SME Guru contains certain licensed materials and SME Guru’s and its affiliates’ licensors may protect their rights in the event of any violation of these Terms of Service.

12 INDEMNITY

12.1 The Customer hereby agrees to indemnify and hold SME Guru, and its subsidiaries, affiliates, officers, and employees, harmless from any and all liability, claim or demands, including reasonable attorney's fees, made by any third party because of or arising out of the Customer's use of SME Guru’s Solutions and the Customer's violation of these Terms, any applicable law or regulation, or the rights of any third parties related to the use of the SME Guru’s Solutions.

13 WARRANTIES

13.1 The Customer expressly agrees that the use of SME Guru’s Solutions is at the Customer’s sole risk. SME Guru’s Solutions are provided on an "as is" and "as available" basis. SME Guru expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SME Guru makes no warranty that its Solutions will meet the Customer's requirements, that they will be uninterrupted, timely, secure, or error-free; nor does SME Guru make any warranty as to the results that may be obtained from the use of its Solutions or as to the accuracy or reliability of any information obtained through them, or that defects in the Solutions will be corrected.

13.2 Neither SME Guru nor any of its information providers makes any warranties regarding the accuracy, timeliness, or reliability of the messages received or requested via SME Guru or any of the information, material, or content contained therein (referred to as the "Content"). The Customer understands and agrees that any Content and/or data downloaded or otherwise obtained through the use of SME Guru’s Solutions are done at the Customer's own discretion and risk, and the Customer will be solely responsible for any damage to their mobile telecommunication device and/or computer system or loss of data resulting from such downloads. SME Guru does not warrant and shall not be liable for any goods, services, information, or other materials displayed, purchased, or obtained through or from SME Guru, or any transactions entered into through the Solution. SME Guru shall not be liable for any delays, omissions, or errors in the Content and shall not be liable for any reliance placed upon it. No advice or information, whether oral or written, obtained by the Customer from SME Guru or through SME Guru shall create any warranty not expressly stated herein.

14 LIMITATION OF LIABILITY

14.1 In no event shall SME Guru, its subsidiaries, affiliates, officers, or employees be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:

14.1.1 Any direct, indirect, incidental, special, or consequential damages suffered by the Customer; and

14.1.2 Any loss of income, business, profits (whether direct or indirect), use, data, or other intangible suffered by the Customer, even if SME Guru has been advised of the possibility of such damages.

14.2 Without limiting the above clauses (Para 14.1.1 and 14.1.2), SME Guru, its subsidiaries, affiliates, officers, or employees shall not be liable for any losses suffered by the Customer arising from:

14.2.1 The use or inability to use SME Guru’s Solutions.

14.2.2 Messages received or transactions entered into through or from SME Guru.

14.2.3 Unauthorized access to or alteration of the Customer's transmissions or data.

14.2.4 The Customer’s inability to use SME Guru to contact emergency services.

14.2.5 Any degradation in the quality of SME Guru (including, but not limited to, degradation in the quality of the calls made through SME Guru).

14.2.6 Any breakdown in the payment systems utilised by the Customer for the top-up of credit in the Customer’s SME Guru account(s).

14.3 The Customer further agrees that SME Guru shall not be liable for any damages arising from interruption, suspension, or termination of SME Guru, including but not limited to direct, indirect, incidental, special, consequential, or exemplary damages, whether such interruption, suspension, or termination was justified or not, negligent or intentional, inadvertent or advertent.

14.4 SME Guru expressly disclaims any and all liability for inbound mobile phone roaming charges, mobile data charges, and/or other third-party charges incurred by the Customer as a result of using SME Guru’s Solutions from a mobile device while roaming. For clarity, SME Guru shall not be liable for any mobile phone roaming charges or mobile data charges incurred by the Customer should the User fail to properly launch or access SME Guru.

14.5 Nothing in these Terms of Service is intended to exclude or restrict SME Guru's liability for any liability that cannot be limited or excluded by law.

15 TERM AND TERMINATION

15.1 Term of the Agreement. This Agreement commences on the effective date and continues until the expiration or termination of the Customer’s Free Trial or Subscription (as applicable).

15.2 Termination by Customer. The Customer may cancel their Subscription and terminate this Agreement at any time by providing written notice to SME Guru via email at hello@smeguru.ai. Upon account termination, SME Guru will provide a 30-day grace period during which the Customer may reactivate their account and access their data. If the Customer wishes to permanently remove their data from SME Guru's application servers, they must submit a written request to hello@smeguru.ai.

15.3 Termination for Cause. Without limiting other remedies, SME Guru may terminate the Customer's SME Guru account(s) with immediate effect if SME Guru finds that the Customer is:

15.3.1 In breach of these Terms of Service;

15.3.2 Creating problems or possible legal liabilities;

15.3.3 Acting inconsistently with the letter or spirit of SME Guru’s policies;

15.3.4 Infringing intellectual property rights; and/or

15.3.5 Engaging in fraudulent, immoral, or illegal activities.

16 TAXES

16.1 Unless otherwise stated, all charges and fees for SME Guru’s Solutions are exclusive of any country, province, federal, state, or local taxes, including without limitation, use, sales, value-added, privilege, or other taxes, levies, imports, duties, fees, surcharges, governmental assessments, and withholdings ("Taxes").

16.2 The Customer will be solely liable for and will pay upon demand all Taxes associated with the Customer's access to and use of the Solutions and shall not deduct any such amounts, or any other withholdings, set-offs, or deductions.

17 GENERAL

17.1 The Terms of Service constitute the entire Agreement between the Customer and SME Guru with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of the Customer arising out of fraud or fraudulent misrepresentation.

17.2 The failure to exercise, or delay in exercising, a right, power, or remedy provided by the Terms of Service or by law shall not constitute a waiver of that right, power, or remedy. Any waiver of a breach of any provision of the Terms of Service by SME Guru must be in writing to be effective and shall not operate as a waiver of a subsequent breach of that provision or any other provision.

17.3 If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. In case of any unenforceable provision, the parties agree to replace it with a valid provision that achieves the intended purpose.

17.4 The Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the SME Guru must be filed by the Customer within one year after such claim or cause of action arose or be forever barred.

17.5 Governing Law. These Terms of Service will be governed by and construed in accordance with the laws of Singapore, and the courts of Singapore will have non-exclusive jurisdiction over any claim or dispute arising under or in connection with these Terms of Service.