1. Definitions and Interpretation
“Services” means the hybrid managed data analytics retainer services and the provision of the proprietary software platform provided by USEDATA.
“Platform” means the cloud-based data visualization, SQL writing, and AI-powered reporting software application hosted by USEDATA at usedata.co and its subdomains.
“Client Data” means any raw data, information, spreadsheets, database schemas, or materials provided to USEDATA by the Client for cleaning, analysis, and reporting.
“Deliverables” means the comprehensive reports, customized visual dashboards, and compiled insights generated by USEDATA and presented or delivered to the Client.
“Effective Date” means the date specified on the executed DocuSign contract.
2. Scope of Services & Business Flow
USEDATA operates a managed data analytics retainer service combined with an AI-integrated software platform. The core operational flow of the business is governed as follows:
- Contract Execution: The Client reviews and formally signs a tailored service agreement/order form via DocuSign. Account creation and platform activation will not occur prior to the full execution of this contract.
- Data Provision: The Client provides or uploads Client Data to the Platform or securely transmits it to our designated data team.
- Data Processing & Refinement: USEDATA cleans, structures, and analyzes the Client Data using a combination of proprietary AI tools and human data analysts.
- Reporting & Presentation: USEDATA generates Deliverables (visualizations, deep-dives, reports) and presents them to the Client via the Platform dashboard or scheduled review sessions.
While we make every commercially reasonable effort to ensure prompt delivery, all timelines or presentation schedules provided by us are estimates only and are subject to the timely provision of clean, accurate data by the Client.
3. Subscription Fees, Manual Billing, and Payment Terms
Manual Billing & Payment First Policy: Services are billed manually via invoices generated by USEDATA. Full payment of the initial invoice must be received and cleared before we activate your Platform account, grant software access, or commence any managed data analytics work.
Initial Term Pricing: Unless otherwise specified in your DocuSign agreement, the first three (3) months of the retainer service are locked at the promotional fixed rate agreed upon at signup.
Subsequent Term Rate Reviews: Pricing for subsequent months beyond the initial 3-month period is not automatic. The parties will discuss, negotiate, and mutually agree upon the pricing for subsequent months before the initial 3-month period expires. If a mutual agreement on new pricing is not reached prior to the end of the 3rd month, services will be paused at the end of the paid term.
Taxes: All fees are exclusive of applicable taxes, including Singapore’s Goods and Services Tax (GST), where applicable, which shall be borne solely by the Client.
Late Payment & Suspension: If any manual invoice for subsequent periods is not paid by the specified due date, USEDATA reserves the right to immediately suspend or deactivate access to both the software Platform and all ongoing managed analysis work until all outstanding balances are settled.
4. Client Obligations & Data Accuracy
To enable USEDATA to perform the Services effectively, you agree to:
- Provide Timely and Clean Data: Provide Client Data in a clear, compatible format as requested by our team.
- Ensure Data Integrity: You represent and warrant that all Client Data provided is accurate, complete, legal, and does not infringe upon any third-party rights. USEDATA is under no obligation to verify the absolute accuracy or veracity of the data supplied. We accept no liability for flawed Deliverables, inaccurate reports, or business losses resulting from corrupt, erroneous, or misleading Client Data.
- Account Security: Maintain the strict confidentiality of your Platform login credentials once issued. You are entirely responsible for all activities occurring under your account.
5. Intellectual Property Rights
Client Data Ownership & Strict Model Isolation: The Client retains all right, title, and interest (including all intellectual property rights) in and to the raw Client Data provided to USEDATA. The Client grants USEDATA a worldwide, non-exclusive, royalty-free license to host, copy, process, and analyze the Client Data solely for the purpose of executing the Services for the Client’s own account. USEDATA explicitly warrants that we do not, and will not, use Client Data to train, fine-tune, or improve any public, shared, or proprietary AI models.
USEDATA Intellectual Property: USEDATA retains all right, title, and interest in and to the Platform, the website, the underlying software architecture, SQL generation templates, machine learning model prompts, user interfaces, branding, and any proprietary analysis methodologies or scripts used to process data. Nothing in this Agreement transfers ownership of any software code or underlying system infrastructure to the Client.
Final Deliverables: Subject to full, cleared payment of all relevant invoices, the Client is granted a perpetual, irrevocable, worldwide, non-exclusive license to use, reproduce, and internally distribute the final compiled reports and visual dashboards (the Deliverables) for their internal business operations.
6. Confidentiality and Data Protection (PDPA Compliance)
Confidential Information: Both parties agree to protect the other’s non-public business, technical, or financial information (“Confidential Information”) using the same degree of care they use to protect their own similar data, and at a minimum, a reasonable standard of care. Confidential Information shall not be disclosed to third parties except to employees, contractors, or advisors who need to know and who are bound by matching confidentiality obligations.
Personal Data Protection Act (PDPA): To the extent that Client Data contains “Personal Data” as defined under the Singapore Personal Data Protection Act 2012 (PDPA), USEDATA acts strictly as a Data Intermediary.
- The Client warrants that it has obtained all necessary consents, made all required notifications, and possesses the full legal right to transfer such Personal Data to USEDATA for processing.
- USEDATA shall implement appropriate technical and organizational security measures to protect Personal Data against unauthorized access, collection, use, disclosure, or modification.
- USEDATA will destroy or return such Personal Data to the Client once it is no longer required for business or legal purposes.
For any PDPA-related inquiries, data access requests, or privacy concerns, please contact our Data Protection representative directly at hello@usedata.co.
7. Reliance on AI & No Business Advice Disclaimer
AI-Generated Insights: The Platform utilizes advanced artificial intelligence tools to assist in generating visualizations, text summaries, and reporting frameworks. The Client acknowledges that AI-generated insights are collaborative and probabilistic tools designed to parse data rapidly. They are not infallible.
No Fiduciary or Advisory Duty: The Deliverables and reports provided by USEDATA are intended solely for informational and operational assistance. USEDATA does not provide formal legal, financial, accounting, or professional business investment advice. The Client is solely responsible for verifying critical data and exercises its own independent judgment before executing business decisions, operational pivots, or financial commitments based on the Deliverables.
8. Limitation of Liability
To the maximum extent permitted under Singapore law:
Exclusion of Consequential Damages: In no event shall USEDATA be liable to the Client or any third party for any indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of data, business interruption, or cost of substitute services, arising out of or in connection with the Platform or Services, regardless of the theory of liability (contract, tort, negligence, or otherwise).
Liability Cap: The maximum aggregate liability of USEDATA for any and all claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall be strictly limited to the total amount of fees actually paid by the Client to USEDATA during the three (3) month period immediately preceding the event giving rise to the claim.
9. Term, Suspension, and Termination
Term: This Agreement commences on the Effective Date set forth in the executed DocuSign contract and remains active until the end of the agreed billing period, or until explicitly terminated by either party in writing.
Termination for Convenience: Either party may terminate the retainer services at the end of the initial 3-month block (or any subsequently agreed-upon monthly block) by providing written notice to hello@usedata.co at least fourteen (14) days prior to the end of the paid cycle. No refunds will be issued for paid terms.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of these Terms and fails to cure such breach within fourteen (14) days of receiving written notification of the breach.
Effect of Termination: Upon termination, your right to access the software Platform will be deactivated. USEDATA will retain Client Data on its systems for a standard grace period of thirty (30) days post-termination to allow for data extraction requests, after which it will be permanently deleted from our active servers, subject to regulatory retention laws.
10. Governing Law and Dispute Resolution
Governing Law: These Terms and any dispute or claim arising out of or in connection with them shall be governed by, and construed in accordance with, the laws of the Republic of Singapore.
Dispute Resolution: In the event of any dispute, controversy, or claim arising out of or relating to this contract, including its existence, validity, or breach, the parties shall first attempt to resolve the matter amicably through good-faith executive negotiations.
If negotiations fail within thirty (30) days, the dispute shall be referred to and finally resolved by the courts of the Republic of Singapore.
11. Amendments and Updates
USEDATA reserves the right to modify these Terms of Service. Because our onboarding occurs via signed agreements, any overarching structural changes to these platform-wide terms will be updated on our website. Continued use of the Platform or Services after such changes take effect constitutes your acceptance of the updated Terms.
12. Contact Information
If you have any questions, corporate inquiries, PDPA queries, or legal notices regarding these Terms, please contact us at: