Terms of Service

TERMS AND CONDITIONS FOR GUARDIAN SUBSCRIPTION

Provider: Zenbase Technologies Pte. Ltd. Subscriber: Real Estate Salesperson registered with the Council for Estate Agencies

Acceptance

By clicking "I Agree", "Accept", "Subscribe", "Proceed to Payment" or any similar button or tick box, the Subscriber confirms that he/she has read, understood and agreed to be bound by these Terms. If the Subscriber does not agree, it must not access, trial, use and/or subscribe to or pay for the Service.

1. Definitions and interpretation

In these Terms, unless the context otherwise requires:

• "Account" means the Subscriber's access credentials and service profile;
• "Applicable Law" means all laws, subsidiary legislation, regulations, regulatory instruments, codes, circulars, directions, guidelines and practice standards applicable to the Service, the Provider or the Subscriber;
• "Bot Output" means every answer, response, citation, summary, script, prompt, workflow, template wording, decision-tree, alert or other output generated by or through the Service;
• "CEA Materials" means statutes, subsidiary legislation, codes of ethics, practice guidelines, circulars, professional services manuals, advisories and other materials relevant to estate agency practice in Singapore;
• "Package" means the plan, term, seats, usage allowances, support level, features and restrictions purchased by the Subscriber;
• "Personal Data" has the meaning given in the Personal Data Protection Act 2012 of Singapore;
• "Service" means the Provider's voice and/or text-based regulatory information chatbot, related software, interfaces, dashboards, knowledge base and support services;
• "Subscriber" includes the person accepting these Terms and, where applicable, the agency, team, business or principal on whose behalf access is obtained; and
• "Subscriber Data" means all prompts, data, queries, audio, documents, metadata and other material submitted to or generated through the Service in connection with the Subscriber's use.

Headings are for convenience only. The words "including", "includes" and "in particular" are illustrative and are not words of limitation. A reference to a person includes any individual, company, corporation, partnership, firm, association, statutory board, regulator or other entity.

Where these Terms refer to the singular, that includes the plural and vice versa. Any reference to writing includes electronic communications and electronic records.

2. Formation, capacity and business-user basis

These Terms form a legally binding agreement upon click-acceptance, before payment is processed, and apply on a business-user basis rather than a consumer basis. The Subscriber acknowledges that the Service is procured for internal business or professional use in connection with estate agency work.

The person accepting these Terms warrants that he or she is at least 21 years old, has full legal capacity, and has a valid CEA licence to practice as a real estate salesperson.

If the Subscriber provides access to any employee, salesperson, staff member, team member or contractor, the Subscriber is responsible for their acts and omissions as if they were its own, and also their compliance with the terms and conditions herein.

3. Nature of the Service and express non-advisory position

The Service is a technology-enabled regulatory information and workflow support tool. It is designed to assist users in locating, summarising and understanding regulatory materials and compliance-related topics. It is not a law practice, does not provide legal advice, and does not undertake to advise on the Subscriber's specific facts.

No solicitor-client, fiduciary, advisory, retainer, employment, agency, partnership, joint venture or other special relationship arises between the Provider and the Subscriber through use of the Service, payment for a Package, or any Bot Output.

Bot Output may be generated using machine learning systems, retrieval tools, rule-based workflows, speech technologies and other software processes. Bot Output may be simplified, incomplete, incorrect, stale, not up-to-date, non-jurisdictional or unsuitable for the Subscriber's factual context.

4. Package scope and strict service boundaries

The Subscriber's rights are strictly limited to the exact Package purchased. Nothing is implied beyond that Package. Unless expressly stated in the Package, the Service does not include human legal review, bespoke drafting, review of disputes, client file analysis, guaranteed citations, real-time regulatory updates, hotline access to a lawyer, custom integrations, fixed service levels or insurance-backed advice.

Usage caps, seat limits, message limits, voice minutes, fair use thresholds, support windows, data-retention limits, feature restrictions and model access controls form part of the Package and may be enforced by technical, billing or administrative controls.

The Provider has the sole right to modify the Service, interfaces, models, voice engines, workflows, knowledge sources, package names, pricing structures and technical architecture from time to time. The Provider is not obliged to maintain any legacy feature, model or workflow.

5. Mandatory independent verification and no reliance

Bot Output is provided for general informational purposes only and must be independently checked against official sources, internal policies and, where appropriate, qualified legal advice before being used or communicated.

The Subscriber must not rely on the Service as the sole or primary basis for giving advice, making representations to clients, answering a regulator, preparing legal documents, making filings, deciding advertising content, handling complaints, determining licensing positions, or assessing compliance in any real transaction or dispute.

The Subscriber uses the Service entirely at his or her own risk and bears sole responsibility for all decisions, actions, omissions, statements, filings, escalations and communications made in reliance on or following from any Bot Output.

6. Permitted use and prohibited conduct

Subject to payment and compliance with these Terms, the Provider grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Service during the applicable subscription term solely for the Subscriber's own internal business purposes within the purchased Package.

The Subscriber must not record, resell, white-label, sublicense, bureau, lease, share outside authorised users, reverse engineer, scrape, mirror, republish, benchmark for a competing product, train competing systems on, or extract substantial portions of the Service or Bot Output except as expressly permitted in writing by the Provider.

The Subscriber must not submit unlawful content, malicious code, prompts intended to disable safeguards, or data that the Subscriber has no lawful right to use, and must not present any Bot Output as if it were professional legal advice given by the Provider.

7. Accuracy, availability and warranty exclusions

To the fullest extent permitted by law, the Provider gives no representation, warranty, condition or undertaking that the Service or any Bot Output is accurate, complete, current, reliable, fit for purpose, merchantable, satisfactory, secure, uninterrupted, compatible, non-infringing or free of defects, harmful code, outages or hallucinations.

Laws, regulations, circulars, professional manuals, regulator positions and market practices may change at any time. The Provider is under no duty to keep the Service current in real time unless that commitment is expressly and specifically stated in the purchased Package.

Any citation, source reference, confidence signal, explanation, checklist or suggested workflow is an aid only and is not a guarantee of correctness, completeness or applicability.

8. Human review, supervision and professional responsibility

The Subscriber must implement appropriate human review before using any Bot Output in practice, especially where the output may affect a client, transaction, complaint, audit, investigation, disciplinary matter, regulator communication, revenue event or legal position.

Where the Subscriber is an RES, team leader, KEO, estate agency, trainer, staff member, compliance officer, manager or principal, the Subscriber remains fully responsible for professional judgment, internal escalation, supervision, approvals, training and compliance outcomes.

The Provider is not responsible for how Bot Output is interpreted, adapted, edited, summarised, omitted, forwarded, relied on or communicated in any real-world context.

9. Subscriber data, confidentiality and PDPA provisions

The Subscriber warrants that it has all rights, consents and lawful bases required to submit Subscriber Data to the Service and to authorise the Provider to process that data for the purposes set out in these Terms.

The Subscriber must not input full client files, payment card data, login credentials, identity document images, health information, special category data, minors' data beyond what is strictly necessary, or any other high-risk or highly sensitive material unless the Package or a separate written agreement expressly permits this.

The Provider may collect, use, disclose, transfer, store, host, analyse, transcribe, monitor and otherwise process Subscriber Data and Personal Data to provide, administer, secure, maintain, troubleshoot, audit, improve and enforce the Service; to develop and test features; to detect misuse, fraud and abuse; to comply with Applicable Law; and for internal business operations reasonably connected with the Service.

Where voice or audio functionality is used, calls and voice interactions may be recorded, transcribed, analysed and quality-reviewed. By using the Service, the Subscriber consents to such processing and undertakes to obtain any notices and consents required from its own personnel, clients or other data subjects.

The Provider may engage hosting providers, speech vendors, analytics vendors, payment providers, messaging providers and other processors or sub-processors, including outside Singapore, provided the Provider may do so on terms it considers commercially appropriate.

The Provider may retain Subscriber Data and transcripts for as long as reasonably required for service delivery, operational analysis, dispute management, legal compliance, backup, security, product development and evidential purposes, unless a different retention position is expressly promised in writing for the applicable Package.

The Provider may use aggregated, anonymised or de-identified data, usage telemetry and interaction patterns for analytics, benchmarking, service improvement, model tuning, safety review, commercial planning and related lawful business purposes.

10. Security and incident position

The Provider may implement such technical and organisational security measures as it considers appropriate, but does not guarantee absolute security, uninterrupted confidentiality, or immunity from cyberattack, interception, data loss or unauthorised access.

The Subscriber is responsible for account security, device security, user access controls, secure networks, prompt hygiene and appropriate data-minimisation practices. Credentials must not be shared except to the extent expressly permitted by the Package.

Where a security incident affects the Service, the Provider may investigate, suspend features, reset credentials, restrict access, preserve evidence and take any remedial action it considers appropriate.

11. Intellectual property and ownership

All intellectual property rights in the Service, software, prompts, system instructions, workflows, interfaces, branding, curation, compilations, datasets, audio flows, documentation and Provider materials belong to the Provider or its licensors and remain vested in them at all times.

Except for the limited right to use the Service during the applicable term, no licence, assignment or transfer of any intellectual property right is granted to the Subscriber.

To the extent the Subscriber has any rights in feedback, suggestions, improvement requests, correction notices or enhancement ideas provided to the Provider, the Subscriber irrevocably assigns or, where assignment is ineffective, grants a perpetual, worldwide, royalty-free, transferable licence to the Provider to use them without restriction.

12. Fees, payment, taxes and no-refund position

Fees are payable in advance in the manner and currency stated at checkout. Payment obligations are non-cancellable and, except to the extent non-excludable by law or expressly agreed otherwise in writing, all fees are non-refundable.

The Package commences only when acceptance has occurred and payment or other approval designated by the Provider has been successfully completed.

The Subscriber must pay all taxes, duties, levies and charges or surcharges associated with the subscription other than taxes on the Provider's net income.

13. Renewals, price changes and package upgrades

If the Package is stated to renew automatically, the Subscriber authorises recurring charges using the selected payment method until cancellation takes effect under the cancellation settings or notice rules applicable to that Package.

The Provider may change pricing, package structure, usage entitlements, support levels or billing cycles for future terms by notice through the Service, email, checkout pages, invoices or pricing pages.

Where the Subscriber exceeds any usage threshold or uses the Service outside the purchased entitlement, the Provider may suspend access, invoice overage charges, migrate the Subscriber to a higher package, or require a new order before continued use.

14. Suspension, throttling, refusal and termination rights

The Provider may at any time suspend, throttle, refuse, block or terminate access immediately, with or without notice, if it reasonably considers that fees are unpaid, the Package is exceeded, misuse is occurring, a security or regulatory risk exists, a third-party dependency fails, or continued provision may expose the Provider to legal, technical, operational or reputational risk.

The Provider may discontinue the Service, any feature, any integration, any knowledge source, any voice channel or any package at any time. Where practicable, the Provider may provide notice, but is not obliged to maintain continuity of any legacy offering.

Upon suspension, expiry or termination, the Subscriber's right to use the Service ceases immediately. The Provider may delete, archive or retain data in accordance with its retention practices and legal obligations.

15. Indemnity

The Subscriber shall fully indemnify, defend and hold harmless the Provider, its related corporations, affiliates, licensors, service providers, directors, officers, employees, contractors and agents from and against all claims, demands, complaints, investigations, proceedings, liabilities, losses, damages, penalties, fines, settlements, costs and expenses, including full legal costs on an indemnity basis, arising out of or in connection with: (a) the Subscriber's or any authorised user's use of the Service or Bot Output; (b) any reliance by the Subscriber or any third party on Bot Output; (c) Subscriber Data; (d) any breach of these Terms; (e) any breach of Applicable Law, professional standards or third-party rights; (f) any allegation that the Subscriber misrepresented the Service or used it in a misleading manner; or (g) any dispute between the Subscriber and its clients, agency, team members, regulator or counterparties.

This indemnity is continuing, separate and independent, and survives suspension, expiry and termination.

16. Disclaimers

To the fullest extent permitted by law, the Service and all Bot Output are supplied by the Provider on an "as is", "as available" and "with all faults" basis, and accepted by the Subscriber on an "as is", "as available" and "with all faults" basis.

All representations, warranties, conditions and terms, whether express, implied, statutory or otherwise, are excluded to the fullest extent permitted by law, including any implied terms as to quality, fitness for purpose, due care, reasonable skill, title, availability, security, compatibility and non-infringement.

Nothing in these Terms excludes any liability or obligation that cannot lawfully be excluded under Singapore law, but any such unavoidable liability is limited to the minimum extent permitted by law.

17. Limitation of liability

To the fullest extent permitted by law, the Provider's total aggregate liability arising out of or in connection with the Service, Bot Output, these Terms, any Package, any subscription, any interruption, any data event, any alleged failure to update, negligence, misrepresentation, statutory claim or any other cause whatsoever, whether in contract, tort, breach of statutory duty or otherwise, shall not exceed the lower of: (a) the total fees actually paid by the Subscriber for the affected Package during the 3 months immediately preceding the event giving rise to the claim; and (b) the fees paid or payable for that specific Package term.

To the fullest extent permitted by law, the Provider shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential loss, or for any loss of profit, revenue, commissions, business, contracts, opportunities, goodwill, data, anticipated savings, transactions, clients, regulatory outcomes, disciplinary outcomes, financing, tax positions or third-party claims, even if such loss was foreseeable or the Provider had been advised of the possibility of it.

Without limiting the foregoing, the Provider is not liable for any client loss, misstatement, failed transaction, complaint, regulator issue, missed deadline, licensing issue, agency dispute, professional misconduct allegation, tax consequence or negligence claim arising from or related to the Subscriber's use of or reliance on any Bot Output.

The parties agree that the fees charged for the Service reflect this allocation of risk and that the limitations and exclusions in these Terms are fair and reasonable in the commercial context of an information-only subscription service.

Any refund, service credit, re-performance or package-level adjustment expressly offered by the Provider in writing shall constitute the Subscriber's sole remedy for the matter in question unless Applicable Law requires otherwise.

18. Third-party systems and dependencies

The Service may depend on third-party models, telephony providers, speech-to-text engines, hosting services, payment gateways, messaging channels, search providers, analytics tools and other infrastructure or vendors. The Provider is not responsible for outages, delays, withdrawals, errors, policy changes, pricing changes, data loss or unavailability caused by such third parties. The Provider may add, remove or replace third-party components at its discretion without liability.

19. Changes to Terms and Service communications

The Provider may amend these Terms from time to time. Updated Terms take effect when posted or otherwise notified unless a later effective date is stated. Continued use after the effective date constitutes acceptance of the updated Terms.

The Subscriber consents to electronic contracting and electronic communications. Notices, disclosures, invoices, service messages, renewal reminders, suspensions, updates and legal notices may be given by email, in-product notification, dashboard message, SMS, WhatsApp or any other electronic means reasonably selected by the Provider.

Electronic records maintained by the Provider, including logs of acceptance, prompts, usage, payment events, notices and support communications, shall be prima facie evidence of the matters recorded in them.

20. Confidentiality of disputes and public statements

The Subscriber must keep confidential the existence, content and outcome of any dispute, complaint, settlement discussion, arbitration or claim relating to the Service, except where disclosure is required by law, regulation or to obtain professional advice subject to confidentiality obligations.

The Subscriber must not make or publish misleading statements about the Service, the Provider or any dispute with the Provider.

21. Arbitration and governing law

These Terms and any non-contractual obligations arising out of or in connection with them are governed by Singapore law.

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, formation, interpretation, performance, breach or termination, shall be referred to and finally resolved by arbitration seated in Singapore and administered by the Singapore International Arbitration Centre under the SIAC Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause.

The tribunal shall consist of one arbitrator unless the SIAC Rules require or the SIAC Court determines otherwise. The language of the arbitration shall be English. The arbitration, all materials produced in it, and any award shall be confidential except to the extent disclosure is required for enforcement, by law, by a regulator, or for professional advice on a confidential basis.

Nothing in this clause prevents the Provider from seeking urgent interlocutory, injunctive, protective or equitable relief from any court of competent jurisdiction, including relief to protect confidential information, intellectual property, payment rights or system security.

22. General provisions

The Provider may assign, novate, subcontract or otherwise transfer any of its rights or obligations without the Subscriber's consent. The Subscriber may not assign, transfer or otherwise deal with these Terms or any subscription without the Provider's prior written consent.

If any provision is illegal, invalid or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions shall remain in full force.

No failure or delay by the Provider to exercise any right operates as a waiver. A waiver is effective only if in writing.

These Terms constitute the entire agreement between the parties relating to the Service and supersede prior statements, representations, understandings and discussions relating to the same subject matter. The Subscriber acknowledges that it has not relied on any statement not expressly set out in these Terms.

Clauses which by their nature should survive, including clauses on payment, data use, disclaimers, intellectual property, indemnity, limitation of liability, confidentiality, dispute resolution and evidential matters, survive suspension, expiry and termination.