Terms of Service

Effective Date: 1 May 2026

These Terms of Service (the "Terms") including its appendices listed below, order form and/or any other agreement constitutes the entire agreement ("Agreement") between the entity that has entered into the Agreement ("Customer" or "you") and ThinkVAL Singapore Pte Ltd ("ThinkVAL" or "we," "our" or "us"), regarding your use of our services specified in the Terms (the software, and services are collectively referred to as the "Service"). Please read these Terms carefully.

Additional Solution Terms: Certain services offered by ThinkVAL are subject to additional, solution-specific terms and conditions. By using such services, you agree to comply with the respective Solution Terms applicable to each.

In case of any conflict between these Terms and a Solution Terms document, the Solution Terms will govern for matters specifically related to that solution.

You may authorise your employees (collectively, "Authorised Users") to use the Service. You agree that you are fully responsible with respect to any use of the Service by an Authorized User, including any breach by an Authorised User of these Terms.

The following appendices forms an inseparable part of and is governed by the terms of these Terms of Service:

Annex 1: Data Processing Agreement

In the event of any conflict between these documents, the following order of precedence applies: (a) an executed Order Form prevails over these Terms for the commercial terms it expressly addresses (including fees, payment, subscription term, and scope); (b) a Solution Terms document prevails over these Terms for matters specific to that solution; (c) these Terms prevail over their appendices generally; and (d) notwithstanding the foregoing, Annex 1 (Data Processing Agreement) prevails in any matter relating to the processing of personal data.

TLDR: Key Terms and Conditions

Terms of Service

The Terms of Service constitute the entire agreement between the customer and ThinkVAL Singapore Pte Ltd regarding the use of their services
The service is not intended for consumers and is restricted to users 18 years or older
ThinkVAL grants a personal, limited, non-transferable, non-exclusive, and revocable right to access and use the Service
Users are prohibited from reverse engineering, modifying, or using the Service in any way that violates intellectual property rights or disrupts its integrity

Data and Privacy

In respect of Customer Data, ThinkVAL acts as a data processor on the Customer's documented instructions (the Customer, or its customers, being the data controller); ThinkVAL acts as a data controller only for its own account and billing data. Processing is governed by the Privacy Policy and the Data Processing Agreement (Annex 1)
Customers retain all rights to their data. ThinkVAL uses Customer Data only to provide, secure, support and improve the Service, on an aggregated or de-identified basis where practical

Legal Aspects

The agreement is governed by Singapore law, with disputes resolved by the courts of Singapore

1. The Service

The Service is an analytics and reporting solution that helps customers collect their data for reporting, analysis, process automation and active data management. You may connect to the Services using any Internet browser. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You may create, edit, publish and share the contents of your THINKVAL Accounts ("Account"). THINKVAL will not be responsible for notifying you of any upgrades, fixes or enhancements to any such software, or for any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet), which are not owned or operated by THINKVAL. THINKVAL also assumes no responsibility for the reliability or performance of any connections as described in this section.

2. Eligibility

The Service is not intended for users that are consumers (being an individual acting primarily for purposes other than a trade, business or profession) and the applicability of consumer protection legislation is therefore excluded. You must be 18 years of age or older to enter into this agreement and use the Service. You represent and warrant that any information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms, and that you have the authority to bind the Customer entity listed on the Agreement, if applicable.

3. Account Registration

All Authorised Users must register to use the Service. You agree to, and cause all Authorized Users to: (a) provide accurate, current and complete information as may be prompted by registration forms on the Service ("Registration Data"); (b) maintain the security of, and not share with any third party, any logins, passwords, or other credentials that you or any Authorized User selects or that are provided to you or any Authorized User for use on the Service; (c) maintain and promptly update the Registration Data, and any other information you or any Authorized User provides to us, and to keep all such information accurate, current, and complete; and (d) notify us immediately of any unauthorized use of any Authorized User account or any other breach of security by emailing us at privacy@thinkval.com. Any activity on an Authorized User's account shall be the sole responsibility of the Customer.

4. Free Trial

We may at our sole discretion offer you free trials for selected features of the Service or a limited time trial period of the entire Service. Once your free trial period ends, your ability to access the Service will terminate. ThinkVAL reserves the right to determine if you are eligible for a free trial and to discontinue any free trial without notice at our sole discretion.

5. Fees and Payment

Access to selected features of the Service may be provided to you free of charge. We will charge fees for certain features, either on a one-time or a subscription basis ("Paid Services"). ThinkVAL reserves the right to implement fees or change the fees for certain services at any time by providing you notice on the Service or otherwise. Any change to the fees for a renewable subscription will be agreed between the parties at renewal; there is no automatic price increase. When you purchase any Paid Services, you authorise ThinkVAL or its third party payment processors to charge the credit card identified by you (which you represent and warrant that you are authorized to use) all applicable fees for your purchase, including all applicable taxes, and you agree that our payment provider can store your credit card information. If ThinkVAL does not receive payment from your credit card provider, you agree to pay all amounts due upon demand and ThinkVAL may suspend your access to the Services until full payment is received or terminate the Terms of Service. Except for the refund remedy expressly provided in Section 19.1 (Limitation of Liability), all sales are final and ThinkVAL will not issue refunds, including for prepaid fees. If you choose an automatic recurring payment and later decide to end your subscription, cancelling the payment is your responsibility. ThinkVAL does not refund automatic payments not cancelled in time.

6. Access; Use Restrictions

ThinkVAL hereby grants you the right to access and use the Service, subject to your compliance with these Terms at all times, including timely payment of all applicable fees. Your right to access and use the Service is personal, limited to your internal business purposes, non-transferable, non-exclusive, and revocable. ThinkVAL may create additional connectors to the Service ("Custom Connector(s)"), which you may use solely with the Service to support your permitted use of the Service. Notwithstanding the foregoing, if you are a accounting or other agency: (a) you may use the Service on behalf of your clients pursuant to these Terms and (b) you may share reports generated by the Service with your clients, provided that such reports may only be used by you for internal business purposes, and such clients agree to only use such reports for their internal business purposes, however, you may not use the Service to transfer data to your client's data warehouse, data lake, or other data storage without a separate written agreement with ThinkVAL.

Your access and use of the Service are based on the Service client, data source, data destination and usage restrictions, including but not limited to the Fair Usage Policy. There may be additional restrictions, which may change from time to time, and we will use reasonable efforts to provide you with advance notice of impending changes in a timely manner. Specific written agreements for access and usage restrictions will be indicated in the Agreement and they will override these Terms.

Without limiting the generality of the foregoing, you will not, will not attempt to, and will not permit or encourage any third party to:

reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain improper access to any software component of the Service, in whole or in part;
modify or create derivative works of the Service, in whole or in part;
use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party including but not limited to accessing Custom Connector Services for which you have no rights or in violation of the terms of Custom Connector Services;
interfere with or disrupt the integrity of the Service or any content or data contained therein or transmitted thereby;
access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;
violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service;
take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
deep-link to any portion of the Service for any purpose without our express written permission;
"frame", "mirror," sell, resell, rent, or lease any portion of the Service or otherwise incorporate any part of the Service into any other website without our prior written authorisation;
input any virus, malware, or other harmful code into the Service;
use the Service or any ThinkVAL Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services or to develop, commercialise, license, or sell any product, service, or technology that could, directly or indirectly, compete with the Service; or
violate any applicable local, provincial national, or international law or regulation.

We may at any time suspend or terminate your or any Authorised User's access to the Service if we have reason to believe that you are not complying with the Terms or you are otherwise abusing the Service. Further, in the event that Customer's use of the Service exceeds the use limits set out in the Fair Usage Policy, ThinkVAL reserves the right to charge Customer for such exceeding use at the then current rate applied by ThinkVAL, subject to ThinkVAL' prior written notice.

7. Third-Party Services, Data and Content

7.1 Third-Party Services

The Service allows you to gather data from multiple third-party data sources and services, including various third-party websites (jointly "Third-Party Services"). The Third-Party Services from which the data can be gathered are selected by ThinkVAL at its sole discretion and ThinkVAL may, during the Term, change the Third-Party Services that are compatible with the Service. In addition, ThinkVAL may discontinue the compatible Third-Party Services if the applicable service providers of the Third-Party Services discontinue the relevant services or discontinue making such services available to ThinkVAL.

7.2 Liability for Third-Party Data

ThinkVAL assumes no liability whatsoever for the data or other content collected from Third-Party Services, such as Novitee, Shopify and Lazada or from Custom Connector Services. You are solely responsible for ascertaining that you have the right to use the Service for gathering and processing any such data by using the Service, and you must obtain any such consents and authorisations as may be needed from time to time in relation to such data or other content and their processing by using the Service. We do not assume any liability for such Third-Party Services, Custom Connector Services or software, and you are exclusively responsible for obtaining any necessary licenses or consents needed for their use. You must familiarise yourself with the applicable terms and conditions, including any restrictions on use, in relation to any such Third-Party Services and Custom Connector Services and you agree to comply with the third-party terms and conditions applicable to the Third-Party Services and Custom Connector Services in addition to the terms of the Agreement.

7.3 Third-Party Links and Content

Furthermore, the Service may contain links to web pages and content of third parties as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over any third-party web pages or content. We undertake no responsibility to update or review any such web pages or third-party content and can make no guarantee as to its accuracy or completeness. Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any web page, third-party content or service provider to which you navigate from the Service. You access and use third-party content at your own risk.

8. Modifications to the Service

You acknowledge that ThinkVAL may make modifications to the Service during the Term without prior notice to you; however, ThinkVAL will use reasonable efforts to notify you of any material changes to the Service in advance. In the event of material changes to the Service, ThinkVAL may provide further instructions to you with respect to any actions required by you in order to continue access and use of the Service, if necessary.

9. Subcontractors

ThinkVAL may engage subcontractors to perform the Service under the Agreement, provided that ThinkVAL remains responsible for the performance of its subcontractors, including any sub-processors that handle personal data, as if ThinkVAL had performed the relevant acts itself. ThinkVAL is not responsible for failures of public internet or telecommunications networks that are outside its reasonable control.

10. Term and Termination

10.1 Subscription Duration

Your account and subscription of the Service remains in effect unless you terminate it or unless ThinkVAL terminates your account as provided by these Terms. Your account and subscription of the Service may, depending on your choice, be automatically renewable or valid for a fixed period. If your subscription is automatically renewable, your subscription to the Service will remain in effect and will be renewed automatically at the end of each subscription period unless you terminate your subscription or we terminate it.

If your subscription is made for a fixed period and/or not automatically renewable, your subscription will automatically terminate at the end of the agreed subscription period.

Upon the termination or expiration of the Agreement, you must immediately stop using the Service.

10.2 Termination by ThinkVAL

ThinkVAL may terminate this Agreement or terminate or suspend any Authorized User's access or use of the Service or Custom Connector Service in the following circumstances:

(a) If Customer's or any Authorised User's continued use of the Service may, in ThinkVAL' discretion, result in material harm to ThinkVAL, its subcontractors, affiliates, or another customer of the Service, ThinkVAL may reasonably block or restrict Customer's access to the Service or Custom Connector Service;

(b) if Customer or any Authorised User has (i) submitted information to the Service in violation of applicable law; (ii) accessed Custom Connector Services for which Customer or any Authorized User has no rights or in violation of the terms of such services or (iii) otherwise used the Service in breach of these Terms, including the restrictions set forth in Section 6 above;

(c) any fees due by Customer remain unpaid fifteen (15) days after the applicable due date as set forth in the Agreement; or

(d) if Customer commits a material breach of its obligations under the Agreement and does not remedy such breach within thirty (30) days of receiving notice of breach from ThinkVAL.

10.3 Termination Due to Insolvency

Either party may terminate the Agreement upon written notice to the other party if the other party fails to comply with any of its obligations under this Agreement because it has entered into bankruptcy, becomes insolvent or makes an assignment for the benefit of creditors.

11. Feedback

Any feedback, comments, suggestions, ideas, or other information provided by you in the form of email or other submissions to us (collectively "Feedback"), are non-confidential and you hereby grant to us and our subcontractors and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use your Feedback for any purpose without compensation or attribution to you.

12. Trademarks

12.1 Trademark Ownership

The "ThinkVAL" name, "VAL" name, the ThinkVAL and VAL logos, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of ThinkVAL and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark owner. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

12.2 Marketing Use

With the Customer's prior consent (which may be given by email and will not be unreasonably withheld), ThinkVAL may use the Customer's name and logo to identify the Customer as a customer of ThinkVAL — for example on the ThinkVAL website, in customer lists, and in sales presentations. The Customer may withdraw this consent at any time on written notice, after which ThinkVAL will cease further such use within a reasonable period.

13. Ownership and Intellectual Property Rights

As between you and ThinkVAL, ThinkVAL owns all right, title, and interest, including all intellectual property rights, in and to the Service, and any services available in connection with the Service. For the modifications we make with Custom Connector, you shall have non-exclusive, royalty free, worldwide right to use any such modifications for the sole purpose of using the Service. Any intellectual property rights pertaining to the Custom Connector modifications shall belong to ThinkVAL. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you and all other rights are hereby reserved.

14. Confidential Information

Each party (as the "Receiving Party") that receives nonpublic information of the other party (as the "Disclosing Party") must keep that information confidential and use at least reasonable security measures to prevent unauthorised disclosure of or access to it, and must use it only for the purposes of the Agreement. This applies, in ThinkVAL's case, to nonpublic information about the Service and ThinkVAL's technical, commercial and pricing information, and, in the Customer's case, to the Customer's nonpublic business, financial and operational information. This obligation does not apply to information that (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party without an obligation of confidence; (c) is independently developed by the Receiving Party; or (d) is required to be disclosed by law or court order, in which case the Receiving Party will, where lawfully able, give the Disclosing Party prior notice.

15. Privacy Policy and Processing of Data

15.1 Roles

In respect of Customer Data, ThinkVAL acts as a data processor and processes personal data only on documented instructions from you as the data controller (and, where a customer of yours is the controller, as a sub-processor). ThinkVAL acts as a data controller only in respect of its own account, billing and administrative data relating to your use of the Service.

15.2 As Data Controller

As a data controller, we process personal data about you when you sign up for the Service or when you otherwise provide personal information to us in the context of this Agreement. Our collection and use of this information, which we process as the data controller, is described in the Privacy Policy, available at thinkval.com/privacy.

15.3 As Data Processor

As a data processor, we process such personal data which you have provided to us (including collected or generated through the use of the Service) for the purpose of providing the Service. This processing of personal data is governed by a separate Data Processing Agreement entered into between you and us in connection with your signing up for the Service, which is attached hereto as Annex 1.

16. Customer Data

Data Ownership and Use

Customer and its customers retain all rights pertaining to all data, personal data or other information that Customer, or another party on Customer's behalf, provides to ThinkVAL for the purpose of providing the Service ("Customer Data"). Where permitted by Data Privacy Laws, ThinkVAL may use Customer Data or other data derived from the operation of the Service: (i) to detect security incidents; (ii) to protect against fraudulent or illegal activity; (iii) to provide, secure, support and improve the Service, using aggregated or de-identified data where practical for the purpose of improving and enhancing the Service; and (iv) using aggregated or de-identified data, to determine which other ThinkVAL service offerings may be relevant to the Customer and to inform the Customer of such offerings.

17. Disclaimer of Warranties

YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE THROUGH THE SERVICE AND YOUR INTERACTIONS AND DEALINGS WITH ANY SERVICE USERS, IS AT YOUR SOLE RISK. THINKVAL DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING THINKVAL THAT IS NOT EXPRESSLY STATED IN THESE TERMS.

EXCEPT FOR ANY EXPRESS WARRANTIES INCLUDED HEREIN, WE DISCLAIM ALL WARRANTIES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE AND WE DO NOT WARRANT THE ACCURACY OF ANY DATA PROVIDED IN CONNECTION WITH THE SERVICE, OR THAT THE SERVICE IS FREE OF BUGS OR ERRORS.

18. Indemnification

18.1 By the Customer. You agree to indemnify and hold harmless ThinkVAL, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violation of any provisions of the Terms, or any other claim related to your use of the Services.

18.2 By ThinkVAL (intellectual property). ThinkVAL will defend the Customer against any third-party claim that the Service, as provided by ThinkVAL and used by the Customer in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify the Customer for damages and reasonable costs finally awarded against the Customer (or agreed by ThinkVAL in settlement) in respect of such claim. This obligation does not apply to the extent a claim arises from (a) Customer Data or other materials provided by the Customer; (b) use of the Service in breach of these Terms; or (c) modifications to the Service not made or authorised by ThinkVAL. The Customer must promptly notify ThinkVAL of the claim, permit ThinkVAL to control the defence and settlement, and provide reasonable cooperation. This Section 18.2 states the Customer's sole and exclusive remedy, and ThinkVAL's entire liability, for any third-party intellectual property claim, and is subject to Section 19.

19. Limitation of Liability

19.1 Sole and exclusive remedy. Except for the limited matters set out in Section 19.4, the Customer's sole and exclusive remedy, and ThinkVAL's entire liability, for any claim arising out of or relating to the Service or these Terms is limited to a refund of the fees actually paid by the Customer for the specific Service that ThinkVAL failed to provide. Where ThinkVAL has provided the Service, the fees are earned and no refund or further liability arises.

19.2 Excluded losses. To the maximum extent permitted by law, neither party nor its suppliers or licensors will be liable for any indirect, consequential, special, incidental, exemplary or punitive damages, or for any loss of profit, revenue, business, goodwill, anticipated savings, data or opportunity, even if advised of the possibility of such damages.

19.3 Aggregate cap. Subject to Section 19.4, each party's total aggregate liability under or in connection with these Terms and the Service, whether in contract, tort (including negligence) or otherwise, will not exceed the total fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

19.4 Exceptions. The refund-only limitation in Section 19.1 and the exclusions in Section 19.2 do not apply to liability arising from: (a) ThinkVAL's indemnity for third-party intellectual property infringement; (b) breach of confidentiality obligations under Section 14; or (c) wilful misconduct or fraud. Liability under (a)–(c) remains subject to the aggregate cap in Section 19.3. Nothing in these Terms excludes or limits either party's liability to the extent it cannot be excluded or limited under applicable law.

19.5 Mutual application. The limitations and exclusions in this Section 19 apply equally to both parties.

20. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be subject to the exclusive jurisdiction of the courts of Singapore. Either party may elect to refer a dispute that falls within the relevant jurisdictional limits to the Small Claims Tribunals of Singapore. This Section applies equally to both parties.

21. Other Terms

Neither party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control (a "Force Majeure Event"), which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. A Force Majeure Event suffered by a subcontractor of a party shall also be considered a Force Majeure Event in relation to the party if the work to be performed under subcontracting cannot be done or acquired from another source without incurring unreasonable costs or significant loss of time. Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances.

Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may, on written notice and without consent, assign this Agreement in its entirety to an affiliate or to a successor entity in connection with a merger, consolidation, reorganisation, or sale of all or substantially all of its assets to which this Agreement relates.

ThinkVAL may change the content of this Agreement, subject to posting a notice of change in its web page.

Any notices under or in relation to the Agreement shall be sent in accordance with the notice provisions in the Agreement.

By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service.

22. Early Access Service

ThinkVAL may offer Customer access to the Early Access program ("Early Access Service"). The Terms are applicable to the Early Access Service and will control for any provision not addressed in this Section. Customer acknowledges and agrees that: (a) the Early Access Service has not been commercially released for use and sale by ThinkVAL; (b) the Early Access Service may not operate properly, be in final form or fully functional; (c) the Early Access Service may contain bugs, errors, and other problems; (d) the information obtained using the Early Access Service may not be accurate and may not accurately correspond to information extracted from any source; (e) ThinkVAL is under no obligation to release a commercial version of the Early Access Service; and (f) any granted service levels or service credits are not applicable to the Early Access Service.

ThinkVAL may at any time, in its sole discretion, discontinue or suspend the development of the Early Access Service without any obligation or liability to Customer. Customer acknowledges and agrees that the Early Access Service is made available on an "as is" basis. Customer assumes all risks and all costs associated with the use of the Early Access Service. As part of the Early Access Service you will be asked to provide Feedback regarding the use of the Early Access Service. Any such Feedback shall be subject to Section 11.

23. Third-Party AI Features

Depending on your subscription, the Service may include features that use third-party artificial intelligence technology ("AI Features"), such as AI-assisted document extraction, invoice analysis and reconciliation diagnostics. In addition to the rest of these Terms, the following applies to your use of AI Features:

(a) Providers as sub-processors. Where an AI Feature sends Customer Data to a third-party AI provider, that provider acts as a sub-processor under the Data Processing Agreement (Annex 1), and ThinkVAL remains responsible for it in accordance with Section 9.

(b) No training on your data. ThinkVAL does not permit its third-party AI providers to use Customer Data submitted through the AI Features to train or improve those providers' own models.

(c) Outputs require review. AI-generated outputs are probabilistic and may be incomplete or inaccurate. They are intended to assist, not replace, the Customer's own judgement, and the Customer is responsible for reviewing AI outputs before relying on them — in particular for financial, accounting or other material decisions. ThinkVAL does not warrant the accuracy of AI outputs (consistent with Section 17).

(d) Subject to these Terms. AI Features form part of the Service and are subject to these Terms, including the limitation of liability in Section 19. Where AI Features are not part of your subscription, this Section does not apply to you.

(e) Reasonable use. AI Features are provided for the Customer's reasonable use in the ordinary course of its business and are subject to the Fair Usage Policy referred to in Section 6. Where the Customer's use of AI Features materially and persistently exceeds reasonable or expected volumes (for example, automated bulk or repeated processing well beyond normal operational use), ThinkVAL may, on reasonable notice and acting in good faith, apply reasonable usage limits or discuss a commercial adjustment with the Customer.

ANNEX 1: Data Processing Agreement

1. Nature and Purpose of the Processing

This Data Processing Agreement ("DPA") is an annex to and forms an inseparable part of the Agreement between the Customer or you and ThinkVAL, regarding your use of our Services.

The agreed Service delivery may include processing of personal data by ThinkVAL and its subcontractors, on behalf of the Customer, within the scope described in the Agreement. The purpose of this DPA is to set the terms and conditions governing such processing by ThinkVAL on behalf of the Customer in compliance with the requirements set by the Singapore Personal Data Protection Act ("PDPA") (collectively, "Data Privacy Laws").

ThinkVAL may process personal data only on behalf of the Customer solely to the extent necessary for the provision of the Services set forth in the Agreement, and may not otherwise process or use personal data for purposes other than those set forth in this DPA or as reasonably instructed by the Customer in writing where such instructions are consistent with the terms of the Agreement. ThinkVAL may not sell the Customer's personal data. This DPA shall take precedence over conflicting provisions relating to processing of personal data in the Agreement, unless otherwise expressly stated in this DPA.

ThinkVAL enters into this DPA on its own behalf and on behalf of those of ThinkVAL' group companies that are involved in the processing of personal data under this DPA and the Agreement.

Where ThinkVAL's cloud-based Service is hosted by a third-party infrastructure provider (such as Amazon Web Services, Microsoft or Google), ThinkVAL engages that provider as a sub-processor under this DPA, remains responsible to the Customer for the processing of personal data by that provider, and will put in place appropriate safeguards (including for any cross-border transfer) consistent with the PDPA. The infrastructure provider's own terms may govern the operation of the underlying cloud infrastructure, but do not reduce ThinkVAL's obligations to the Customer under this DPA.

2. Term and Termination of this DPA

This DPA shall become effective upon the Customer entering into the Agreement and shall remain in force during the validity of the Agreement and thereafter for as long as necessary for the finalisation of the agreed processing of personal data.

3. Processing of Your Personal Data

For the sake of clarity, it is noted that in relation to the personal data processed under this DPA, ThinkVAL acts as a data processor or second data processor (a so called sub-processor), and the Customer acts as a data controller or first data processor (to the extent ThinkVAL process personal data for which a customer of the Customer is considered controller).

The types of personal data and categories of data subjects may include the following depending on the service(s) ThinkVAL provides:

Categories of data subjects

The personal data will concern the following categories of data subjects: Customers or users (including prospective customer's or user's) of the Customer or Customer's customers.

Types of personal data

Online identifiers, such as cookie identifiers, internet protocol addresses and device identifiers; precise location data; client identifiers;
Contact details, such as names, email addresses, phone numbers and addresses;
Data relating to individuals provided to ThinkVAL via the Services by (or at the direction of) the Customer, including to create and collaborate on reports, graphs and charts;
Event data and CRM data relating to individuals provided to ThinkVAL via the Services by (or at the direction of) the Customer, such as data about data subjects and the actions they take on or in relation to specific websites, apps, services or applications.
Financial and transactional details such as accounting, sales, orders, invoices, payments and items purchased.
Other personal data submitted to the Services by (or at the direction of) the Customer within the scope of the Agreement.

This DPA with the Agreement constitutes the instructions in accordance with which any such data is processed as per the date of entering into this DPA.

ThinkVAL shall not process the personal data provided to ThinkVAL via the Services by (or at the direction of) the Customer for any other purpose or otherwise deviate from the Customer's instructions relating to the processing of personal data in any way, unless required to do so by the laws of Singapore to which ThinkVAL is subject, in which case ThinkVAL shall inform the Customer of that legal requirement before carrying out such processing (unless that law prohibits ThinkVAL from doing so).

In the event that ThinkVAL believes an instruction from the Customer is in breach of applicable data protection legislation or otherwise lacks instructions which, in ThinkVAL assessment, are necessary to perform the processing of personal data in accordance with this DPA or applicable data protection legislation, ThinkVAL shall promptly inform the Customer thereof and await further necessary instructions.

4. Responsibilities of the Customer

The Customer is the owner of the data provided to ThinkVAL and is responsible for the accuracy, legality, integrity and content reliability of such data. Customer shall, in its use of the Services, process personal data in accordance with the requirements of applicable data protection legislation and Customer will ensure that its instructions for the processing of personal data shall comply with applicable data protection legislation. Customer is solely liable for its compliance with Data Privacy Laws in its use of the Services. Customer must provide a written notification to ThinkVAL without undue delay if it believes this DPA and Customer's written instructions do not fulfill requirements of applicable Data Privacy Laws.

5. Confidentiality and Security

5.1 Confidentiality Obligations

ThinkVAL shall ensure that all persons authorised to process the personal data of the Customer are bound by an obligation of confidentiality with respect to such personal data, and only processes such personal data on instructions from the Customer.

5.2 Security Measures

ThinkVAL shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk of processing, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of processing. This shall include, inter alia as appropriate, measures to:

implement and maintain technical and organisational measures for safeguarding the confidentiality, integrity, availability and resilience of systems and services processing personal data;
restore the availability and access to personal data in a timely manner in the event of an incident;
regularly test, assess and evaluate the effectiveness of technical and organisational measures for ensuring the security of the processing; and
pseudonymous and/or encrypt personal data.

6. Retention of Your Data

ThinkVAL has no obligation to store and ThinkVAL will not store any of Customer's data after the termination of your account and/or subscription of the Service. ThinkVAL will, at Customer's election, promptly delete or return all personal data related to Customer's account after the end of the provision of the Services relating to processing and delete existing copies unless applicable legislation requires storage of the personal data.

7. Service Level Agreement

ThinkVAL provides support and maintenance coverage under the following standard SLA terms:

Service Level Terms

Company will provide the following Maintenance Service:

General Assistance: Provide support to general enquiry and assistance required by Customer in relation to the Software
Corrective Assistance: Provide bug fixes in relation to the Software to Customer for bugs identified by Customer

Definition of Critical Bugs, Major Bugs and Minor Bugs

For the purposes hereof, the following categories of Bug have the following meanings:

"Critical Bug" means a Bug, including having any of the following effects on business-critical operations/services/applications:

Software can't be used
huge operational impact for Customer employees in performing their function and to the extent that such Bug causes a complete cessation of, or severe blockage in, an essential portion of Customer's usage of the application, and for which no practical workaround solution is available.

"Major Bug" means a Bug, including having any of the following effects, but which does not qualify as a Critical Bug:

significant degradation of the performance causing material impact to business operations of Customer (but not a total service outage)
significant impact on business operations and in each case, which the parties mutually agree causes a substantial degradation to Customer's business operations and severely hampers Customer's usage of the application, and for which no practical work around solution is available.

"Minor Bug" means any Bug other than a Critical Bug or Major Bug.

Response time levels in case of Critical Bugs or Major Bugs

Critical Bug: Company will response within 24 hours and use all reasonable efforts to resolve the issues, in the event a Critical Bug is reported.
Major Bug: Company will response within 48 hours and use all reasonable efforts to resolve the issues, in the event a Major Bug is reported.
Minor Bug: Company will response within 5 Business Days and use all reasonable efforts to resolve the issues, in the event a Minor Bug is reported.

Contact Information

For questions about these Terms of Service, please contact us at legal@thinkval.com.