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Terms of Service

Effective date: 1 May 2025 · Last updated: 1 May 2025

NullAI service agreement overview

1. Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and NullAI Pte. Ltd. ("NullAI", "we", "us", or "our"), a company registered in Singapore (UEN: 201582937F), with registered address at 71 Ayer Rajah Crescent #05-15, Singapore 139951.

By accessing our website, requesting a proposal, or using our services, you agree to be bound by these Terms. If you do not agree, do not use our services.

2. Services

NullAI provides API infrastructure design, development, deployment, and maintenance services for AI systems ("Services"). The specific scope, deliverables, timelines, and fees for Services are defined in a separate Statement of Work ("SOW") or service agreement executed between the parties.

In the event of conflict between these Terms and a signed SOW, the SOW shall prevail for matters within its scope.

3. Account and Access

Where Services require account access, you are responsible for:

  • Maintaining the confidentiality of credentials and API keys
  • All activities conducted under your account
  • Notifying us immediately of any unauthorised access
  • Ensuring authorised users comply with these Terms

4. Client Obligations

You agree to:

  • Provide accurate and complete information necessary for Service delivery
  • Respond to requests for feedback, approvals, and materials within agreed timeframes
  • Ensure you have all necessary rights and licences for data and content you provide to us
  • Comply with all applicable laws, including the PDPA and AI governance guidelines in Singapore
  • Not use our Services for unlawful, harmful, or abusive purposes
  • Not attempt to reverse-engineer, decompile, or extract source code from our proprietary modules except as permitted by law

5. Fees and Payment

Fees for Services are as specified in the applicable SOW or pricing schedule. Unless otherwise stated:

  • All fees are quoted in Singapore Dollars (SGD) and exclusive of GST
  • Invoices are payable within 30 days of issue
  • Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower
  • We may suspend Services for accounts more than 15 days overdue
  • Setup fees and milestone payments are non-refundable once work has commenced

6. Intellectual Property

6.1 NullAI IP

All pre-existing intellectual property owned by NullAI, including the NUL-* module collection, frameworks, tools, methodologies, and documentation templates, remains our exclusive property. You receive a non-exclusive, non-transferable licence to use deliverables incorporating NullAI IP solely for the purposes defined in the SOW.

6.2 Client IP

You retain ownership of your data, content, and pre-existing intellectual property. You grant NullAI a limited licence to use your materials solely to deliver the Services.

6.3 Deliverables

Upon full payment, ownership of custom deliverables created specifically for you (excluding NullAI IP embedded therein) transfers to you. OpenAPI specifications, deployment configurations, and integration code written for your project are included unless otherwise specified in the SOW.

7. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party ("Confidential Information"). Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction.

Confidentiality obligations survive termination for a period of three (3) years, except for trade secrets which remain protected indefinitely.

8. Data Protection

Both parties shall comply with the Personal Data Protection Act 2012 (PDPA) and our Privacy Policy. Where NullAI processes personal data on your behalf, we act as a data intermediary and process data only according to your documented instructions and applicable law.

Data processing terms, including sub-processor lists and security measures, are detailed in the SOW or a separate Data Processing Agreement where required.

9. Service Levels

For managed Services, uptime and response time commitments are defined in the applicable SOW or Service Level Agreement ("SLA"). Standard SLA targets:

  • API uptime: 99.9% monthly (excluding scheduled maintenance)
  • Critical incident response: within 1 hour during business hours (Mon–Fri, 9am–6pm SGT)
  • Non-critical support response: within 1 business day

Scheduled maintenance windows are communicated at least 48 hours in advance. SLA credits, if applicable, are calculated as specified in the SOW.

10. Warranties

NullAI warrants that:

  • Services will be performed with reasonable skill and care by qualified personnel
  • Deliverables will materially conform to specifications in the SOW for 90 days after delivery
  • We have the right to provide the Services and grant the licences described herein

Except as expressly stated, Services are provided "as is". We disclaim all other warranties, express or implied, including merchantability and fitness for a particular purpose.

11. Limitation of Liability

To the maximum extent permitted by Singapore law:

  • Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity
  • NullAI's total aggregate liability arising from or related to these Terms shall not exceed the fees paid by you to NullAI in the twelve (12) months preceding the claim
  • These limitations do not apply to liability arising from gross negligence, wilful misconduct, breach of confidentiality, or infringement of intellectual property rights

12. Indemnification

You agree to indemnify and hold harmless NullAI from claims arising from: (a) your breach of these Terms; (b) your data or content; (c) your use of Services in violation of applicable law; or (d) your negligence or wilful misconduct.

NullAI agrees to indemnify you from third-party claims that our Services infringe intellectual property rights, provided you notify us promptly and allow us to control the defence.

13. Term and Termination

These Terms remain in effect for the duration of the service relationship. Either party may terminate:

  • For convenience: with 30 days written notice, subject to SOW-specific terms
  • For cause: immediately upon material breach not cured within 14 days of written notice
  • Immediately: if the other party becomes insolvent or ceases business operations

Upon termination, you must pay all outstanding fees. We will provide reasonable assistance to transition Services for 30 days. Sections relating to IP, confidentiality, liability, and indemnification survive termination.

14. Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, government actions, pandemics, internet outages, or third-party service failures. The affected party must notify the other promptly and use reasonable efforts to resume performance.

15. Dispute Resolution

Parties shall attempt to resolve disputes through good-faith negotiation for 30 days. If unresolved, disputes shall be referred to mediation at the Singapore Mediation Centre before pursuing litigation.

16. Governing Law

These Terms are governed by the laws of the Republic of Singapore. The courts of Singapore have exclusive jurisdiction over any disputes arising from these Terms.

17. General Provisions

  • Entire agreement: These Terms, together with applicable SOWs, constitute the entire agreement between the parties.
  • Amendment: We may update these Terms by posting revisions on our website. Material changes take effect 30 days after posting. Continued use constitutes acceptance.
  • Assignment: You may not assign these Terms without our written consent. We may assign to an affiliate or successor.
  • Severability: If any provision is unenforceable, the remaining provisions remain in effect.
  • Waiver: Failure to enforce any provision does not constitute a waiver.
  • Notices: Notices must be in writing to the addresses listed below or via email to [email protected].

18. Contact

NullAI Pte. Ltd.
71 Ayer Rajah Crescent #05-15
Singapore 139951
UEN: 201582937F
Email: [email protected]
Phone: +65 6872 3341