"Acuity", "we", "us" and "our" means ACUITY INTELLIGENCE SG PTE. LTD., a Singapore company with UEN 202633032N and registered office at 68 Circular Road, #02-01, Singapore 049422. Acuity provides software and related services to customers and users worldwide.

These Terms apply when you visit or use an Acuity website or service, request or access a Website Intelligence report, create or use an account or workspace, connect a third-party service, begin a trial, purchase or renew a subscription, use an API, or otherwise access a feature that refers to these Terms. If you use Acuity for an organisation, "Customer" means that organisation and you confirm that you have authority to bind it. If you use Acuity personally and not for an organisation, you are the Customer. "You" means the Customer and, where the context requires, each authorised user.

You accept these Terms by clicking an acceptance button, creating an account where the terms are presented, signing or renewing an order form that incorporates them, purchasing a new service or transition, or continuing to use the service after receiving valid notice of an updated version. If you do not agree, do not access or use Acuity. Electronic acceptance, including digital sign-off, may be used to form and evidence the agreement. Acuity may retain the acceptance record, including user, Customer, or workspace, date, time and acceptance method.

The agreement may include an order form, statement of work, enterprise agreement, Data Processing Addendum ("DPA"), service-specific terms and these Terms. If documents conflict, the following order applies unless a signed document expressly states otherwise:

• a negotiated enterprise agreement or signed amendment;
• the applicable order form or statement of work;
• the DPA, but only for the processing of personal data covered by it;
• service-specific terms for the relevant feature; and
• these Terms.

A purchase order is administrative only. Its additional or inconsistent terms do not apply unless Acuity expressly agrees to them in writing.

You must be at least 18 years old and have legal capacity to enter into the agreement. Acuity is designed primarily for business and professional use. You must not use Acuity if applicable law prohibits you from receiving the service or if Acuity has previously suspended or terminated you for serious or repeated breach, unless Acuity authorises renewed access in writing.

Nothing in these Terms excludes, restricts or modifies a right, guarantee, remedy or liability that cannot lawfully be excluded or limited. If you are a consumer, mandatory consumer law in your place of residence may give you additional rights. Those rights prevail to the extent of an unavoidable conflict.

"Authorised User" means an individual whom the Customer permits to access its account or workspace, including administrators, employees, contractors and advisers.

"Connected Service" means a third-party platform, account, application or data source that an Authorised User connects to Acuity through an API, OAuth flow, webhook, file transfer or other integration.

"Customer Content" means data, prompts, records, files, messages, instructions and other material that the Customer or an Authorised User submits to, generates in or connects with Acuity. It excludes Acuity's software, documentation, service telemetry and independently developed materials.

"Documentation" means the technical, usage and service documentation that Acuity makes available for the relevant feature, including current limits, supported configurations and instructions.

"Order" means a checkout confirmation, online plan selection, order form, statement of work or other ordering document accepted by the Customer and Acuity.

"Output" means a report, recommendation, classification, summary, draft, forecast, score, prepared workflow or other result generated or presented through Acuity.

"Service" means the Acuity websites, Website Intelligence reports, software, workspaces, integrations, APIs, support and related features covered by the applicable Order or access permission.

You must provide accurate, current and complete registration, billing and contact information and keep it updated. You must not register an account using another person's identity or an email address you are not authorised to use.

The Customer may appoint administrators. Administrators may invite or remove users, assign roles, configure integrations, access or manage Customer Content, approve actions and make decisions that affect the workspace. The Customer is responsible for choosing its administrators and for their actions within the authority granted to them.

Each user must use an individual account unless Acuity expressly supports a service account. You must protect credentials, use appropriate authentication, keep devices and browsers reasonably secure, and promptly remove access that is no longer required. You must not share passwords, authentication codes, API keys or tokens through insecure channels.

Tell Acuity promptly at support@acuityintelligence.io if you suspect unauthorised access, credential compromise or misuse. Acuity may reset credentials, revoke sessions or tokens, restrict access or require additional verification where reasonably necessary to protect the Customer, other users or the Service.

Subject to applicable law, the Customer is responsible for activity performed through its accounts, workspaces, configurations and permissions, including activity of its Authorised Users. The Customer is not responsible for activity caused solely by Acuity's breach of the agreement or security obligations.

Acuity is a proactive business operating system that may provide Website Intelligence, AI-assisted analysis, recommendations, workflow preparation, customer workspaces and authorised connections to third-party services. Available features depend on the plan, Order, location, configuration and release status.

Acuity provides decision support and workflow preparation. It does not take responsibility for the Customer's business, legal, financial, employment, marketing, operational or other consequential decisions. The Customer must review relevant evidence, context, assumptions and Output and must authorise consequential actions before they occur.

You must use the Service in accordance with the Documentation and any usage, storage, rate, seat, geographic or feature limits stated in the Order or Service. Limits may be enforced technically. Acuity may offer a reasonable opportunity to reduce usage or purchase additional capacity before restricting a non-abusive overage, except where immediate action is needed for security, law or provider compliance.

Acuity may improve, modify or replace features to address security, law, provider requirements, user needs or technical changes. Acuity will not materially reduce the core paid functionality during a current committed subscription term without reasonable notice, except where a change is necessary to address an urgent security risk, legal requirement or third-party platform restriction. If Acuity permanently removes material paid functionality without a reasonably comparable replacement, the Customer may terminate the affected Order and receive a pro-rata refund of prepaid fees for the unused affected period.

Acuity provides support through the channels and service levels stated in the applicable plan or Order. Unless an Order expressly provides a service level agreement, response and resolution times are targets rather than guarantees.

The Service may be unavailable for maintenance, updates, emergencies, provider outages or events outside Acuity's reasonable control. Acuity does not promise uninterrupted or error-free availability unless an applicable Order contains an express service-level commitment.

A Website Intelligence report begins when a user submits a domain or URL. Acuity may retrieve publicly available website content, metadata, technical signals and other evidence that the relevant site or provider makes accessible. Acuity may normalise the submitted domain, follow ordinary redirects and apply security and rate-limit controls.

You must submit a domain only for a lawful and legitimate purpose. You must not use Website Intelligence to bypass access controls, probe private networks, harass or target an individual, unlawfully profile people, exploit sensitive data, infringe intellectual property or violate a website's binding restrictions.

Reports depend on evidence available when the analysis runs. Public content and technical signals may be incomplete, inaccurate, outdated, misleading, temporarily unavailable or affected by third-party systems. An absence of evidence is not proof that a practice, control or capability does not exist. You must independently validate material findings before relying on them.

Subject to these Terms, you may use reports for your internal business purposes and may share them with people who have a legitimate need to review them. You must preserve source attribution and legal notices where shown. You must not resell reports as a stand-alone competing database, represent an Output as an independent certification, publish a report in a misleading or defamatory manner, or use it to violate another person's rights.

A report's access controls depend on the feature. A report made available through a unique link is not necessarily public, but anyone who receives the link may be able to access it. You are responsible for sharing report links appropriately and must not expose confidential Customer Content through a report.

As between Acuity and the Customer, the Customer retains its rights in Customer Content. These Terms do not transfer ownership of Customer Content to Acuity.

The Customer grants Acuity and its approved service providers a non-exclusive, worldwide, limited right to host, copy, transmit, transform, analyse, display and otherwise process Customer Content only as necessary to provide, secure, support and improve the Service in accordance with the agreement and Privacy Policy. This permission ends when the relevant Customer Content is deleted from active systems, subject to lawful retention, backup expiry and the DPA.

The Customer represents that it has the rights, permissions, notices, consents and lawful grounds required to submit, connect and instruct Acuity to process Customer Content. The Customer must not direct Acuity to process data unlawfully or in a manner that violates third-party rights or provider terms.

Do not submit payment-card security codes, complete magnetic-stripe or chip data, private encryption keys, account passwords or other credentials except through a feature expressly designed for that purpose. Do not submit sensitive personal data unless it is necessary, lawful, supported by the Service and protected by appropriate Customer controls and an applicable agreement.

Acuity does not assume a general obligation to pre-screen Customer Content. Acuity may investigate or restrict content where it reasonably believes the content violates these Terms, creates a security or legal risk, or threatens the Service or another person. Acuity will use proportionate measures and provide notice where appropriate and lawful.

Available export and deletion methods depend on the feature, plan and Order. On termination, the Customer should export needed data before access ends. Acuity will delete or return eligible Customer Content in accordance with the Privacy Policy, DPA and applicable Order, subject to lawful retention, security records, dispute preservation and backup-rotation periods.

An Authorised User must initiate each Connected Service and approve the permissions requested by the provider. By enabling a connection, the Customer instructs and authorises Acuity to access, import, synchronise, analyse, display, prepare or transmit data only for the selected feature and within the approved permissions.

Acuity will seek permissions intended to be proportionate to the feature. The Customer must review the provider consent screen and Acuity's feature description before authorising access. If a requested permission appears broader than necessary, do not approve it and contact support.

Connected Services are operated by independent third parties and remain subject to their terms, privacy notices, developer rules, usage limits and account requirements. The Customer must maintain the provider account, rights and licences needed for the connection. Acuity does not control and is not responsible for a provider's independent service, processing, availability, changes or decisions.

Acuity will not knowingly scrape a provider where official access is required, circumvent provider controls, use provider data for unauthorised advertising, sell connected data, or repurpose connected data for an unrelated purpose. The Customer must not use Acuity to do any of those things.

Where enabled, use of Google Workspace, Microsoft 365 or Microsoft Graph, LinkedIn, Meta products including Facebook or Instagram, HubSpot, Xero or another provider must comply with that provider's applicable terms and the permissions approved by the Authorised User. Provider-specific restrictions may be stricter than these Terms and will apply to the relevant data and feature.

An integration may prepare or perform an outbound action only where the feature, permissions and Customer configuration permit it. Consequential actions must remain subject to appropriate human review and approval unless the Customer has expressly configured a supported automation and that automation is lawful. The Customer remains responsible for recipients, content, timing, approvals and legal compliance.

The Customer may disconnect an integration in Acuity and may also revoke Acuity in the provider's authorised-app settings. Disconnecting is intended to stop new collection as soon as reasonably practicable and to revoke or invalidate tokens where supported. Eligible imported data will be handled under the Privacy Policy and DPA. Some security records, transaction records, legal holds and access-restricted backups may remain for the period lawfully required.

Acuity may limit, suspend or discontinue an integration if the provider changes or withdraws access, the connection creates a security or legal risk, the Customer lacks authority, or continued operation would violate provider terms. Acuity will provide reasonable notice where practicable.

Acuity may use machine learning and generative or other artificial-intelligence systems to classify information, summarise evidence, identify patterns, generate recommendations or drafts, and prepare workflows or actions. The exact use depends on the enabled feature.

AI-assisted Output may be inaccurate, incomplete, inconsistent, outdated, biased or unsuitable for a particular purpose. Similar prompts may produce different results. Output may reflect limitations in source material or third-party models. You must review material Output and supporting evidence before relying on it.

Acuity is not a substitute for legal, financial, accounting, tax, employment, healthcare, cybersecurity or other regulated professional advice. You must obtain qualified advice where appropriate. You must not use Acuity as the sole basis for a decision that determines a person's employment, credit, housing, insurance, healthcare, education, access to essential services, legal rights or other similarly significant interest unless the use is expressly supported, contractually agreed, lawfully assessed and subject to appropriate human review.

AI features do not expand a user's permissions. Any tool use, data access or action remains limited by the Customer's roles, connection scopes and approval controls. The Customer is responsible for configuring those controls and for reviewing and authorising consequential actions.

Where a feature supports it, users may correct, reject or provide feedback on an Output. Feedback may be used to support the Customer, investigate errors and improve the Service in accordance with the Privacy Policy. Customer Content is not authorised for general-purpose model training unless the Customer expressly agrees through an approved contractual or product control.

You must use Acuity lawfully, responsibly and within the permissions granted to you. You must not use or attempt to use the Service, Customer Content or Output to facilitate, encourage or conceal prohibited conduct.

You must not use Acuity for illegal, fraudulent, deceptive, abusive, discriminatory, defamatory, threatening or rights-infringing conduct; to impersonate another person; to manipulate or mislead recipients; or to facilitate goods, services or activity prohibited by applicable law.

You must not introduce malware, phish for credentials, steal or test credentials without permission, gain unauthorised access, bypass security controls, evade rate limits, disrupt the Service, perform denial-of-service activity, scan private systems without authority, or conduct destructive or privacy-intrusive testing.

You must not collect, combine, infer, monitor or exploit personal or sensitive data without the necessary authority and lawful basis. Prohibited uses include unlawful surveillance, stalking, re-identification, harmful profiling and targeting that violates law or a provider's rules.

You must not send spam, unlawful marketing, phishing, abusive content or messages that violate recipient choices. You must not scrape, automate, post, advertise or transfer platform data in breach of a Connected Service's terms or approved permissions.

You must not infringe intellectual-property or publicity rights; remove legal notices; copy, resell or create a competing service from substantial parts of Acuity; publish non-public benchmarking without permission; or reverse engineer the Service except to the limited extent a prohibition is not permitted by law.

You must not use unreviewed Output as professional advice, as the sole basis for a high-impact decision, or in a safety-critical system where error could reasonably cause death, serious injury or material physical damage. Additional prohibited uses may be identified in Documentation where required by law, safety assessment or provider rules.

Acuity may investigate suspected misuse and may preserve relevant records, restrict content or actions, revoke tokens, apply rate limits, suspend access or terminate the affected account. Acuity may report conduct or disclose information where required by law or reasonably necessary to protect rights, safety or security. Where appropriate and lawful, Acuity will provide notice and a reasonable opportunity to respond.

You may request review of an enforcement action by emailing support@acuityintelligence.io with the account, decision and relevant facts. Acuity may require identity and authority verification and may maintain restrictions while a material risk remains.

Acuity and its licensors retain all rights in the Service, software, designs, models, workflows, Documentation, branding, improvements and other Acuity materials. Except for the limited rights expressly granted, no rights are transferred to the Customer.

During the applicable subscription or authorised access period, Acuity grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right for its Authorised Users to access and use the Service for the Customer's internal business purposes, subject to the agreement. The Customer may permit contractors to use the Service on its behalf, but remains responsible for their compliance.

Subject to payment of applicable fees and the agreement, the Customer may use Output generated for it for its lawful business purposes. Acuity does not claim ownership of Customer Content incorporated into Output. Output may include public information, third-party material or AI-generated material in which exclusive rights may not arise. Acuity cannot grant rights it does not own, and the Customer must review Output for third-party rights before publication or commercial exploitation.

If you voluntarily provide suggestions or feedback, you grant Acuity a perpetual, worldwide, irrevocable, royalty-free right to use and incorporate it without restriction or payment. This does not give Acuity rights in Customer Content merely because feedback refers to a Customer workflow.

Acuity may generate operational, security, usage and performance data about the Service. Acuity may use that data to operate, secure, support and improve the Service and may use aggregated or de-identified data for analytics and planning, provided it does not identify the Customer or an individual contrary to the Privacy Policy or DPA.

The applicable Order or checkout states the price, currency, billing interval, included usage, overage method and payment schedule. Except where stated otherwise, fees are charged in advance for subscriptions and in arrears for measured overages. All fees are exclusive of taxes unless the Order says they are tax-inclusive.

The Customer is responsible for sales, use, value-added, goods-and-services, withholding and similar taxes arising from its purchase, other than taxes based on Acuity's net income. If law requires the Customer to withhold tax, the Customer must provide valid evidence and, unless prohibited by law, pay an additional amount so Acuity receives the amount it would have received without the withholding. Consumer prices will include taxes where applicable law requires inclusive pricing.

Acuity uses Stripe to process supported payments and manage related billing functions. Card and other payment details entered into Stripe-hosted or Stripe-provided fields are transmitted to Stripe and handled under Stripe's applicable terms and privacy materials. Acuity may receive a payment token, customer or transaction identifier, card brand, last four digits, expiry information, billing address, tax information, status, fraud signal and receipt information, but does not need complete card credentials to provide the Service.

Stripe's status as a PCI DSS validated service provider does not make Acuity certified or remove Acuity's own merchant responsibilities. Acuity and the Customer must use supported payment flows and must not send full card numbers or card-security codes to Acuity through email, chat, support or ordinary application fields.

The Customer authorises Acuity and Stripe to charge the selected payment method for fees, taxes and properly disclosed usage charges when due. The Customer confirms that it is authorised to use the payment method and must keep billing information current.

Acuity or Stripe may issue invoices, receipts and payment notices electronically. The Customer must raise a good-faith billing query promptly after discovering it and provide enough information to investigate. Delay does not remove a non-waivable statutory right.

If payment fails or becomes overdue, Acuity or Stripe may retry the payment method and ask the Customer to update it. Acuity may restrict paid functionality after reasonable notice, but may act immediately where fraud, abuse or material security risk is suspected. The Customer remains responsible for undisputed amounts accrued before restriction or termination.

Trial eligibility, duration, feature limits and conversion terms will be stated when the trial begins. A trial converts to a paid subscription only if the Customer is clearly informed of the conversion and payment terms and provides any consent required by law. If a trial does not convert, access may end automatically at expiry.

Credits and promotions are subject to the conditions shown when issued. Unless those conditions or law state otherwise, credits are non-transferable, have no cash value, cannot be resold and expire when stated. Credits are applied before charging a payment method only where the billing configuration supports it.

Founding Customer, early-access, pilot or similar programme benefits apply only if stated in an Order or written offer accepted by Acuity. Marketing descriptions do not create perpetual pricing, exclusivity, ownership or service commitments unless the applicable Order expressly provides them.

Beta, preview, experimental and early-access features may be incomplete, change materially or be withdrawn. Unless an Order states otherwise, they are provided for evaluation, without a service-level commitment, and should not be used for high-risk production activity. The Customer must provide appropriate supervision and backups.

If the Order states that a subscription renews automatically, it will renew for the period shown using the then-current price disclosed in accordance with law, unless the Customer cancels before the renewal date. Acuity will provide renewal or price-change notice and obtain additional consent where applicable law requires it.

An upgrade may take effect immediately and may be charged or prorated for the remaining billing period. A downgrade normally takes effect at the next renewal and may reduce features, limits or retention. The checkout or account screen will disclose the effect before confirmation. Usage charges incurred before a change remain payable.

The Customer may cancel through the subscription or billing settings where available or by emailing support@acuityintelligence.io from an authorised address. Acuity may verify administrator authority before processing a workspace cancellation. Cancellation will not be made more difficult than sign-up where applicable law requires comparable methods.

Unless the Order or mandatory law says otherwise, cancellation stops future renewal and takes effect at the end of the current paid billing period. Access continues until then, subject to these Terms. Deleting an application, disconnecting an integration or ceasing use does not by itself cancel a paid subscription.

Except where an Order or mandatory law provides otherwise, prepaid fees are non-refundable and Acuity does not provide pro-rata refunds for a Customer's early cancellation, inactivity, downgrade or unused capacity. Acuity will correct verified duplicate or erroneous charges. If Acuity permanently discontinues material paid functionality without a reasonably comparable replacement, clause 4.4 applies.

Any approved refund will normally be returned to the original payment method. Acuity may use service credits where the Customer agrees or an Order provides for them. Processing time may depend on Stripe, the payment network and the Customer's bank.

Where a consumer has a statutory cancellation, cooling-off, renewal or refund right, Acuity will honour it. If law permits immediate supply of digital services only after express consent and acknowledgement of the effect on a withdrawal right, the checkout may request that consent. Nothing in this clause limits a remedy that cannot lawfully be waived.

Before initiating a chargeback, the Customer is encouraged to contact support@acuityintelligence.io so Acuity can investigate. This does not restrict a lawful right to dispute a payment. Acuity may provide the payment provider with relevant Order, acceptance, usage and communication records to respond to a dispute, consistent with the Privacy Policy.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including Customer Content, security information, product plans, pricing, credentials, trade secrets and non-public business information.

The receiving party will use Confidential Information only to perform or receive the Service and exercise rights under the agreement. It will protect the information using at least reasonable care and will disclose it only to personnel, affiliates, professional advisers and approved providers who need it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from a third party without confidentiality duty, or is independently developed without using the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information where law or a valid legal process requires it. Where lawful and practicable, it will give advance notice and reasonable assistance so the disclosing party may seek protection. It will disclose only what is legally required.

These confidentiality obligations continue during the agreement and for five years after termination, except that trade secrets and personal data remain protected for as long as their nature and applicable law require.

Acuity processes personal data as described in the Global Privacy Policy at /legal/privacy. The Customer must provide its own notices, obtain required permissions and use the Service in accordance with applicable data-protection law.

Acuity maintains security measures described in the Security & Trust statement at /legal/security. No system is completely secure. The Customer must follow the security responsibilities in these Terms and the Security & Trust statement.

The DPA applies when Acuity processes personal data in Customer Content on the Customer's behalf and the DPA is incorporated into the applicable Order or accepted through Acuity's approved process. The DPA addresses processing instructions, confidentiality, safeguards, subprocessors, rights assistance, incidents, transfers, audits and deletion.

Stripe independently processes payment data for payment, fraud prevention, legal compliance and related purposes under Stripe's applicable terms and privacy materials. Acuity's Privacy Policy explains the payment metadata Acuity receives and how it is used.

Third-party sites, platforms, models, networks, payment services, identity providers and Connected Services are not controlled by Acuity. Their availability, content, security, decisions and terms may change. Acuity is not liable for a third party's independent acts or omissions, but this does not exclude Acuity's responsibility for providers acting on Acuity's behalf where applicable law or the DPA makes Acuity responsible.

The Service may include open-source or third-party software subject to separate licence notices. Those licences apply to the relevant components and prevail over inconsistent restrictions in these Terms to the extent required by the licence.

Links to third-party resources are provided for convenience and do not imply endorsement. You are responsible for evaluating the resource and its terms before use.

Acuity may suspend or restrict all or part of the Service where reasonably necessary to address non-payment, material breach, suspected fraud or abuse, a security threat, unlawful activity, provider restriction, legal requirement or risk to another customer or the Service. Acuity will limit the suspension to what is reasonably necessary and provide notice where appropriate and lawful.

For a remediable material breach, Acuity will ordinarily provide notice and a reasonable opportunity to cure. No cure period is required where delay would create material harm, the breach cannot be cured, repeated breaches show that cure is unlikely, or immediate action is required by law or a provider.

The Customer may terminate for Acuity's uncured material breach by giving written notice describing the breach and at least 30 days to cure, unless a shorter period is required by law. If the breach remains uncured and materially affects a prepaid Service, Acuity will refund prepaid fees for the unused affected period.

Acuity may terminate an affected Order or account for an uncured material breach, serious or repeated Acceptable Use violation, prolonged non-payment, legal prohibition, or where Acuity discontinues the Service. If Acuity discontinues a paid Service for convenience, it will provide reasonable notice and a pro-rata refund of prepaid fees for the unused period.

On termination, the Customer's right to use the affected Service ends, outstanding undisputed amounts become due, and each party must return or delete Confidential Information as required by the agreement. Clauses that by their nature should survive will survive, including payment obligations, intellectual property, confidentiality, disclaimers, liability limits, indemnity, disputes and general terms.

Each party warrants that it has authority to enter into the agreement. Acuity warrants that it will provide paid Services with reasonable skill and care and will not knowingly introduce malicious code into the Service.

The Customer warrants that it and its Authorised Users will comply with the agreement; that it has the rights and authority required for Customer Content and Connected Services; and that its instructions and use will not violate law, provider terms or third-party rights.

Except for the express warranties in the agreement and to the maximum extent permitted by law, the Service, reports and Output are provided "as is" and "as available". Acuity disclaims implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement and any warranty arising from course of dealing or usage of trade. Acuity does not warrant that the Service will be uninterrupted, completely secure or error-free, or that Output will be accurate, complete or achieve a particular result.

No Output or communication from Acuity constitutes legal, financial, accounting, tax, employment, healthcare or other regulated professional advice. The Customer remains responsible for obtaining advice and making decisions.

To the extent permitted by law, the Customer will defend Acuity and its officers, employees and affiliates against a third-party claim arising from Customer Content, the Customer's unlawful or prohibited use, or the Customer's breach of clause 6.3, 7 or 9, and will pay damages and reasonable external costs finally awarded or agreed in settlement.

Acuity must give prompt notice of the claim, reasonable cooperation at the Customer's expense and control of the defence and settlement, provided the Customer may not settle in a way that admits fault by Acuity, imposes an obligation on Acuity or fails to release Acuity without Acuity's consent. Failure to give prompt notice reduces the indemnity only to the extent it materially prejudices the defence.

The indemnity does not apply to the extent a claim was caused by Acuity's breach, unauthorised modification, unlawful instruction or continued use after Acuity gave reasonable notice to stop.

Nothing in the agreement excludes or limits liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, wilful misconduct, or any liability that cannot lawfully be excluded or limited.

Subject to clause 20.1 and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity or data, even if advised that the loss was possible. This exclusion does not prevent recovery of fees properly payable or the reasonable cost of restoring Customer Content where the other party caused its loss in breach of the agreement.

Subject to clauses 20.1 and 20.4, each party's aggregate liability arising out of or relating to the agreement will not exceed the fees paid or payable by the Customer for the affected Service during the 12 months immediately before the event giving rise to the first claim. For a free Service, the cap is SGD 100.

The cap in clause 20.3 does not apply to the Customer's payment obligations, a party's breach of confidentiality caused by wilful misconduct, infringement or misappropriation of the other party's intellectual property, or the Customer's indemnity obligations. Where law permits a separate cap for data-protection liability, the DPA or applicable Order may state it.

The limitations reflect the allocation of risk between the parties and apply regardless of the legal theory of liability and even if a remedy fails of its essential purpose. If applicable law does not permit an exclusion or limitation, it applies only to the maximum extent permitted.

Before filing formal proceedings, a party should give written notice describing the dispute and requested resolution. Authorised representatives will attempt in good faith to resolve it for at least 30 days, unless urgent injunctive relief, a limitation deadline or mandatory consumer process requires earlier action.

The agreement and any non-contractual obligations arising from it are governed by the laws of Singapore, without regard to conflict-of-law rules.

Subject to clause 21.4, the courts of Singapore have exclusive jurisdiction. Either party may seek urgent protective or injunctive relief in any court with appropriate jurisdiction to protect security, Confidential Information or intellectual property.

If you are a consumer and mandatory law allows you to bring a claim in your place of residence or prohibits the Singapore forum or governing-law selection, that mandatory protection applies. Nothing in these Terms prevents use of a regulator, consumer tribunal, small-claims process or alternative dispute process that cannot lawfully be excluded.

These Terms do not impose a class-action waiver or mandatory arbitration. Any procedural rights are determined by the court or tribunal and applicable law.

Each party must comply with laws applicable to its performance. The Customer must not use the Service in violation of trade sanctions, export controls, anti-bribery laws or restrictions applicable to its sector, content or recipients.

Notices to Acuity under the agreement must be sent to support@acuityintelligence.io and, for formal legal notices, to ACUITY INTELLIGENCE SG PTE. LTD., 68 Circular Road, #02-01, Singapore 049422. Acuity may send notices to the Customer's account email, administrator, billing contact or in-product notice channel. Notices are effective when received, except routine electronic notices may be effective when sent unless the sender receives a delivery failure.

The Customer may not assign the agreement without Acuity's prior written consent, which will not be unreasonably withheld for an assignment of the entire agreement in connection with a merger, reorganisation or sale of substantially all relevant assets, provided the assignee is not a competitor and can perform the obligations. Acuity may assign the agreement to an affiliate or in connection with a merger, reorganisation or sale of its business, with notice where required by law.

Acuity may use affiliates and subcontractors to perform the Service but remains responsible for their performance to the extent required by the agreement. Processing of Customer personal data by subprocessors is governed by the DPA.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, government action, labour disruption, widespread internet or utility failure, cyberattack not caused by its failure to use reasonable safeguards, or failure of a critical provider. This clause does not excuse payment obligations for Services already provided. The affected party must use reasonable efforts to mitigate and resume performance.

The agreement is the entire agreement about its subject and replaces prior or contemporaneous proposals and understandings. It does not exclude liability for fraud. The parties are independent contractors; the agreement does not create employment, agency, partnership, fiduciary duty or joint venture.

Unless the agreement expressly says otherwise, a person who is not a party has no right to enforce it. This does not affect an indemnified person's right to receive the benefit of an indemnity administered by Acuity.

A waiver must be clear and applies only to the specific instance. Delay in exercising a right is not a waiver. If a provision is unlawful or unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder continues in effect.

Headings assist navigation and do not limit meaning. "Including" means including without limitation. A singular includes the plural where appropriate. A reference to writing includes email and electronic records, except where a signed amendment is expressly required.

The English version controls to the extent permitted by law. A translation is provided for convenience unless Acuity expressly designates it as controlling for a particular market.

Acuity may update these Terms for legal, security, provider, operational or product changes. Acuity will post the revised version with a new effective date. For a material change that adversely affects an existing paid subscription, Acuity will give reasonable advance notice and, where required, obtain consent. Changes required urgently by law, security or a provider may take effect sooner with notice as soon as practicable.

If the Customer does not agree to a material update, it must stop using the affected Service and may cancel before the update takes effect. Continued use after the effective date constitutes acceptance where permitted by law. A negotiated Order is not amended by online Terms unless its amendment method allows that result.

Acuity will retain prior versions for legal and audit purposes. The version accepted for an Order applies until a valid update takes effect under the agreement.

Questions, billing enquiries, cancellations, enforcement appeals and legal notices may be directed to:

• ACUITY INTELLIGENCE SG PTE. LTD.
• Singapore UEN 202633032N
• 68 Circular Road, #02-01, Singapore 049422

Email: support@acuityintelligence.io