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Terms Of Service

These Terms of Service (“Terms”) describe the terms under which Inswit Pte Limited (“Inswit” “Us”, “We”, “Our”) provides an individual or entity, who purchases Our Platform and/or creates an Account with Us and their Users, access to and use of Our Platform  (“You”, “Your”, “Yourself”). By accessing and/or using Our Platform, a) You agree to be bound by these Terms and acknowledge having read the privacy policy located at www.inswit.com/privacy-policy (“Privacy Policy”). b) You warrant to us that you have the legal capacity to enter into these Terms c) That, in the event You are entering into these Terms on behalf of any entity/company or its group, You possess the requisite authority to bind such entities, company or its groups to these Terms. If You do not agree to these Terms, You should immediately cease using our Platform.

You and Us will be individually referred to as “Party” and collectively as “Parties”.

YOUR RIGHTS

  • Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable right to access and use the Platform for your internal business purposes in accordance with the pricing plan as specifically stated in Our Website or in an Order Form.

YOUR OBLIGATIONS

  • Your Account: You shall create an Account to use and access the Platform. You shall provide true and accurate information as may be required when registering for the Account.
  • Usage Restrictions: Your access and use of the Platform is subject to any usage restrictions specified in the relevant Order Form. Each User shall be identified using unique login information such as usernames and passwords (“User Login”) and such User Login shall be used only by one individual.
  • Your Obligations: You shall be solely responsible for the use of the Platform and Your Account.
  • Acceptable Use: You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, disassemble, reverse engineer, decompile or make the Platform available to any third party, other than Your Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) modify, adapt, or hack the Platform or otherwise attempt to gain or gain unauthorized access to the Platform or related systems or networks; (c) use the Platform, store or transmit Sensitive Personal Information; (d) use the Platform, store or transmit Customer Data, in violation of applicable laws and regulations, including but not limited to violation of any person’s privacy rights, export control laws/regulations; (e) access it for purposes of creating derivative works based on, or developing or operating products or services for third-parties in competition with the Platform; (f) use the Platform to store or transmit any content that infringes upon any person’s intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (g) use the Platform to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses, time bombs, or any other similar harmful software; (h) “crawl,” “scrape,” or “spider” any page, data, or portion of or relating to the Platform (through use of manual or automated means).
  • If We inform You that a specified activity or purpose is prohibited with respect to the Platform, You will ensure that You immediately cease use of the Platform for such prohibited activity or purpose.
  • You represent and warrant to Us that You own or have the necessary rights to transmit the Customer Data to Us and that doing so does not violate any applicable law, proprietary or privacy rights.

UPDATES AND AVAILABILITY

  • Updates: Any enhancements, new features, or updates (“Updates”) to the Platform are also subject to these Terms and We reserve the right to deploy Updates at any time.
  • The Platform may temporarily be unavailable due to scheduled downtime for upgrades and maintenance in which case We shall use commercially reasonable endeavors to notify You in advance.

INTELLECTUAL PROPERTY RIGHTS

  • Except for the rights granted to You under Clause 4.1, all rights, title and interest in and to all intellectual property and/or proprietary rights, title and interest in or related to the Platform, including patents, inventions, copyrights, trademarks, domain names, trade secrets or know-how (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us.
  • You own the rights to the Customer Data that You provide to Us. We shall have a right to Process the Customer Data for the purpose of providing, supporting, operating, maintaining, and improving the Platform. We shall also have the right to re-use any and all techniques and know-how gathered while providing the Platform to You.
  • We shall have a perpetual right and license to incorporate into the Platform or otherwise use any suggestions, enhancement requests, recommendations, or other feedback it receives from You.
  • Notwithstanding anything to the contrary in these Terms, We may collect and use query logs, and any data (other than Customer Data) relating to the operation, support, and/or about Your use of the Platform, Software, Our websites, or APIs (“Usage Data”) to develop, improve, support and operate its Platform. Further, We reserve the right to re-use any and all techniques and know-how gathered by it while providing the Platform to You.
  • All rights not expressly provided to You herein are reserved.

THIRD PARTY SERVICES

You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third-party and that We shall not be liable for Your enablement, access or use of such Third-party Services, including Customer data processed by such third party. We shall only be liable for Your data when it is being transmitted through the Service(s). You should contact that third-party service provider for any issues arising in connection with use of such Third-party Service.

 

CHARGES AND PAYMENT

  • Charges: All charges associated with the Account are as specified in a relevant Order Form (“Subscription Charges”). The Subscription Charges are due in full and payable in advance in accordance with clause 6.2 when You subscribe to Our Platform.
  • Payment: You hereby authorize Us or Our authorized agents, as applicable, to bill You upon Your subscription to the Platform (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of Our invoice date.
  • Refunds: Unless otherwise specified in these Terms or in an Order Form, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Platform.
  • Late Payments/Non-payment of Charges: We will notify You if We do not receive payment towards the Charges within the due date for Your Account. You shall make payments within a maximum of ten (10) days from the date of Our notice. If We do not receive the payment within the foregoing time period, in addition to Our right to other remedies available under law, We may (i) charge interest for late payment @ 1.5% per month; (ii) suspend Your access to and use of the Platform until We receive Your payment towards the Charges as specified herein and/or; (iii) terminate Your Account.
  • Applicable Taxes: Unless otherwise stated, the Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes accessible by any local, state, provincial, or foreign jurisdiction (collectively “Taxes”).

Professional Services

  • Description of Services: You may avail certain Professional Services from Us as mentioned on Our Website in the Order Form.
  • Charges: The charges for the Professional Services shall be as set forth on Our Website or in the Order Form (“Charges”). The Charges are due in full and payable within thirty (30) days from the date of invoice. In the event the Charges are not paid within the due date, We reserve the right to suspend or terminate the Professional Services provided to You. 
  • Intellectual Property Rights: You hereby agree that We shall own all rights, title, and interest, including, without limitation, all copyright, patent, trademark, trade secret, and any other intellectual property and proprietary rights with regards to any deliverables created pursuant to the Professional Services provided hereunder except any Customer Data. We hereby grant to You, during the Term, the license to use the deliverables created by Us in accordance with the Terms.
  • Warranties and Disclaimer: We warrant that the Professional Service(s) will be provided in a professional manner consistent with industry standards. You must notify Us of any warranty deficiencies within thirty (30) days from the performance of the deficient Professional Service(s). For any breach of the foregoing warranty, Your exclusive remedy and Our entire liability shall be the correction of the deficient Professional Service(s) that caused the breach of warranty. EXCEPT FOR THE FOREGOING WE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE PROFESSIONAL SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE.

TERM, TERMINATION, AND SUSPENSION

  • The Subscription Term shall be set forth on the Website or in a relevant Order Form.
  • Termination by You: You may terminate one or more of Your Account(s) in the event We materially breach these Terms, provided that You shall provide an advance notice of such breach and afford Us not less than thirty (30) days to cure such breach.
  • Suspension and Termination by Us: In addition to suspension for late payment or non-payment of Charges, We may suspend Your access to and use of the Account or the Platform if You are in violation of these Terms. We will notify You if Your activities violate these Terms and, at Our sole discretion, provide You with a period of fifteen (15) days (“Cure Period”) to cure or cease such activities. If You fail to cure or cease such activities within said Cure Period or if We believe that such breaches cannot be cured, Your Account shall be terminated. We may also terminate a Trial Period in accordance with Clause 3.1 Further, We also reserve the right to terminate Your Account at any time by written notice due to business reasons which shall include discontinuation of the Platform.
  • Termination for Insolvency: Notwithstanding anything contained herein, either Party may terminate the Terms without notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
  • Effect of Terminating Your Account: Following the termination of Your Account either by You or Us, Your access and use of the Platform shall cease. We retain all Customer Data in Our possession for a period of thirty (30) days from the date of effective termination of Your Account (“Data Retention Period”). Beyond the Data Retention Period, We reserve the right to delete all the Customer Data in our possession.

 

CONFIDENTIALITY; SECURITY AND DATA PRIVACY

  • If You choose, or You are provided with, a user identification code, login, password, or any other piece of information as part of Our security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by You or allocated by Us, at any time, if in Our reasonable opinion, You have failed to comply with any of the provisions of these Terms. We will not be responsible for any activities, including any attempted or actual access or loss of data occurring under Your Account as a result of Your non-compliance of Your obligations under this clause.
  • Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant the Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of Customer Data and such agreement shall have no further force or effect with respect to Customer Data.
  • We shall Process such Personal Data forming part of Customer Data only for the purposes of (i) providing, maintaining, operating, supporting, and improving the Platform and in accordance with these Terms, the Privacy Policy and any other applicable data privacy laws and as part of the direct relationship between Us and You. We shall not Process Customer Data for any purposes other than what is mentioned in these Terms. We certify that We understand the restrictions in this clause and will comply with such restrictions.
  • We shall use appropriate technical and organizational measures to protect the Customer Data. The measures used are designed to provide a level of security appropriate to the risk of Processing Customer Data. We shall, without undue delay, notify You of any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Customer Data processed by Us.
  • You understand and acknowledge that, in connection with the use of the Platform by You, its Users, We shall Process any Personal Data only on Your behalf and as a data processor.
  • You acknowledge and agree that We and Our group companies may access or disclose information about You, Your Account, Users, including Customer Data, in order to (a) comply with the law or respond to lawful requests or legal process; or (b) prevent any infringement of group companies’ or Our customers’ proprietary rights. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

DISCLAIMER 

  • THE PLATFORM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
  • YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE PLATFORM, WHICH IS PROVIDED OVER THE INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND OUR CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, LOSS OF USE OR LOST CONTENT, BUSINESS INTERRUPTION) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS, RELATING TO THE PLATFORM, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE CHARGES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN JURISDICTIONS WHICH DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNIFICATION

  • Indemnification by You: You will indemnify and hold Us harmless against any claim brought by a third party against Us, and Our respective employees, officers, directors, and agents arising from Your acts or omissions in connection with Clause 2 of these Terms provided that (i) We promptly notify You of the threat or notice of such a claim, (ii) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (iii) We fully cooperate with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or willful misconduct of Us.
  • Indemnification by Us: Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Platform infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You shall fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Platform by anyone apart from Us; or (iii) the combination, operation or use of the Platform with other hardware or software where the Platform would not by itself be infringing. If Your use of the Platform has become, or in Our opinion is likely to become, the subject of any IP Claim, We may at Our own option and expense (a) procure the right for You to continue using the Platform as set forth hereunder; (b) replace or modify the Platform to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Us, terminate Your subscription to the Platform and repay You, on a pro-rated basis, any Subscription Charges that You had previously paid Us for the corresponding unused portion. This Clause 12.2 states Our sole, exclusive and entire liability to You and constitutes Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Platform.

MISCELLANEOUS

  • Relationship of the Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
  • Assignment:  These Terms and any rights or obligations hereunder may not be assigned by You without Our prior written consent, whereas We can assign any of its rights and obligations hereunder without the Your prior written consent. These Terms binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.
  • Entire Agreement and Revisions: These Terms, including all schedules and online policies incorporated herein by reference, contains the entire agreement and understanding of the Parties and supersedes all prior communications, discussions, negotiations, proposed agreements, and all other agreements between them, whether written or oral, concerning the subject matter herein. These Terms may be amended only by a written agreement of the parties and signed by the duly authorized agents of the parties.
  • Force Majeure: Notwithstanding anything to the contrary contained elsewhere, We shall not be liable for unavailability of the Platform caused by circumstances beyond Our reasonable control, such as but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Customer Data), or acts undertaken by third parties, including without limitation, distributed denial of service attacks.
  • Governing Law and Dispute Resolution: These Terms shall be governed by the laws of Singapore. Any dispute, claim, or controversy arising out of or relating to, or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) and rules thereunder. The arbitration proceedings shall be in English and conducted by a panel of three (3) arbitrators. Each Party shall appoint an arbitrator and the two arbitrators so appointed shall appoint the third arbitrator in the panel. Judgments upon the final decisions rendered by the arbitrator may be entered in any court of competent jurisdiction. The seat and venue of arbitration shall be Singapore. Judgment on the award may be entered in any court having jurisdiction. 
  • Notices and Consent to Electronic Communications: All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or to the contact mailing address provided by You in the relevant Order Form; or (ii) electronic mail to the e-mail address provided by You. Our address for a notice to Us: (i) in writing by Courier is 160 Robinson Road, #23-08 Spore Business Federation Ctr, Singapore 068914 or (ii) by electronic mail is legal@inswit.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
  • Publicity Rights: You hereby grant Us a royalty-free, worldwide, transferable license to use Your trademark or logo to identify You as Our customer on Our websites and/or marketing collateral and to include Your use of the Platform in case studies.
  • Relationship of the Parties: The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties. 
  • Severability; No Waiver: If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect. Our non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision. 
  • Survival: All clauses which, by their nature are intended to survive, including without limitation Clauses 4 (Intellectual Property Rights), 6 (Charges and Payment), 8 (Term and Termination), 9 (Confidentiality; Security and Data Privacy;), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13 (Miscellaneous) and 14 (Definitions) shall survive any termination of Our agreement with respect to use of the Service(s) by You. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

 

DEFINITIONS

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings: 

Account: means any accounts or instances created by or on behalf of You for access and use of any of the Platform.

API: means the application programming interfaces developed, enabled by, or licensed to Us that permit access to certain functionality provided by the Service(s).

Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Customer Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is, at the time of disclosure, already in the possession of the receiving party without any obligation of confidentiality; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, notify the disclosing party of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.

Customer Data: means all electronic data, text, messages, or other materials, including Personal Data transmitted by You or provided or obtained on Your behalf for the purpose of performance of the Platform under these Terms.

Documentation: means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Platform provided or made available by Us to You or Your Users through the Platform or otherwise.

Order Form: means any service order form or statement of work specifying the Platform subscribed to, particular features and functionalities in the Platform that You wish to avail and the Subscription Term.

Personal Data: means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.

Platform: means an API led low-code no-code conversational AI and process automation platform, combining with omnichannel messaging with process automation, and any updates, modifications, or improvements to the platform, including individually and collectively, Software, the API, and any Documentation;

Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. 

Professional Service(s): means the actionable engagement campaign, general consulting, implementation, training services, and/or integration agreed to be provided by Us.

Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Platform. 

Subscription Term: means the period during which You have agreed to subscribe to the Platform. 

Third-party Service(s) shall mean third-party application(s) or service(s) integrating with the Service(s) through APIs or otherwise and that are not licensed by Us under these Terms. 

Users: means those who are designated users within the Service(s), including an Account administrator, agents, and other designated users.

Website(s): means the websites owned and operated by Us including https://twixor.ai/ and http://www.twixor.digital