Legal
Terms of service
Last updated 18 June 2026
These Terms of Service (the “Terms”) are a binding agreement between Wondertabs Pte. Ltd. (UEN 202037320G), a company incorporated in Singapore (“ReplyArc”, “we”, “us”), and the person or entity that registers for or uses the Service (“Customer”, “you”). ReplyArc operates at https://replyarc.ai and https://app.replyarc.ai.
1. Acceptance, authority and the Agreement
1.1 Acceptance. You accept these Terms by clicking a button indicating agreement, by creating an account, or by accessing or using the Service. If you do not agree, do not use the Service.
1.2 Entity authority. If you accept on behalf of a company or other legal entity, you represent and warrant that you have authority to bind it, and “Customer” means that entity.
1.3 Who may use the Service. The Service is a business tool. You must be at least 18 years old and using the Service in the course of a trade, business or profession, not as a consumer.
1.4 The Agreement. These Terms, the ReplyArc Privacy Policy, the ReplyArc Data Processing Addendum (the “DPA”), the ReplyArc Acceptable Use Policy at https://replyarc.ai/legal/acceptable-use (the “AUP”), the ReplyArc Refund Policy at https://replyarc.ai/legal/refunds and any other policies expressly incorporated by reference form the “Agreement”. In a conflict, the DPA prevails for data-protection matters (and standard contractual clauses incorporated into the DPA prevail over the DPA); these Terms prevail otherwise.
2. Definitions
| Term | Meaning |
|---|---|
| Service | The ReplyArc platform: the dashboard at app.replyarc.ai, the embeddable chat widget, APIs, messaging-channel integrations, mobile apps, documentation and support. |
| Customer Data | Data submitted to or collected through the Service by or for Customer, including knowledge-base documents, agent configurations, End User chat messages, captured leads, and Inputs and Outputs. |
| End User | An individual who interacts with Customer's deployment of the Service - for example a visitor chatting through the widget on Customer's website or via a connected channel. |
| Input | Content submitted to the AI features, including End User messages and Customer's knowledge-base content. |
| Output | Content generated by the AI features in response to Inputs, such as AI chat replies, summaries and suggested drafts. |
| Sub-processor | A third party engaged by ReplyArc to process Customer Data in providing the Service, as listed on our published sub-processor page and governed by the DPA. |
| Usage Limits | The caps, quotas and fair-use rules in Section 8.2 or published in the Service or documentation. |
3. The Service
3.1 What ReplyArc is. ReplyArc is a B2B software-as-a-service platform for deploying an AI chat agent on Customer's websites and connected messaging channels. The AI agent answers End User questions using content Customer supplies (uploaded documents, crawled pages, business facts and persona settings), captures leads where Customer enables that, and can present channel buttons linking End Users out to Customer's WhatsApp, Messenger, LINE, phone or booking destinations. Customer's team can monitor conversations in a shared inbox and take over from the AI at any time (human handoff). Where Customer enables them, the Service can also send automated outbound communications to Customer's End Users and captured contacts on Customer's behalf - for example abandoned-chat recovery and lead follow-up emails - as described in Section 5.9.
3.2 AI generated output. Replies from the AI agent are generated by machine-learning models, not retrieved verbatim from a human-checked source. To generate each reply, the Service sends recent conversation history, Customer's configured persona and business facts, and relevant knowledge-base passages to a third-party large-language-model provider. Output is probabilistic and may be inaccurate, incomplete or out of date; Section 6 sets out responsibilities and disclaimers for Output.
3.3 Evolution of the Service. The Service is under active development. We may add, change or remove features, provided changes do not materially reduce the core functionality of the Service as a whole without reasonable advance notice. We make no service level or uptime commitment except as expressly agreed in writing (see Section 14.3); we apply commercially reasonable efforts to keep it available.
3.4 Beta features. Features identified as beta, preview or early access are provided as-is, may be changed or withdrawn at any time, and are excluded from any warranty, support or other commitment in the Agreement.
4. Accounts and security
4.1 Account information. You must provide accurate, current registration information and keep it up to date.
4.2 Credentials. You are responsible for safeguarding account credentials, API keys and access tokens issued for your workspace, and for all activity under them. API keys are displayed once at creation and cannot be retrieved afterwards; treat them as secrets.
4.3 Team members. You may invite team members and assign them roles. You are responsible for their compliance with the Agreement and for managing their access, including removing it when no longer appropriate.
4.4 Security incidents. Notify us without undue delay at legal@replyarc.ai of any unauthorised access to your account or security incident affecting the Service. Incidents affecting Customer Data are handled as described in the DPA.
5. Customer responsibilities
You - not ReplyArc - decide what the widget collects, where it runs and what the AI agent is asked to do. For End User personal data, you are the controller (the “organisation” under Singapore's Personal Data Protection Act 2012) and ReplyArc processes that data on your behalf as your processor and data intermediary, under the DPA.
5.1 Lawful basis and consent. You warrant that you have and will maintain all rights, lawful bases, consents and notices required under applicable law (including the PDPA, the EU and UK GDPR, and US state privacy laws, where they apply to you) to collect End User personal data through the Service and to have ReplyArc and its Sub-processors process it per the Agreement and your configuration.
5.2 Your own privacy notice and End User consents. You must publish and maintain a privacy notice on every website and channel where you deploy the Service that accurately discloses: that an embedded chat service operated by ReplyArc (Wondertabs Pte. Ltd.) processes chat data on your behalf; that chat messages are processed by AI, including by third-party AI model providers; the categories of data collected (including the widget's locally stored visitor identifier and page-view analytics); and how End Users can exercise their data rights with you. The widget's identifier belongs in any cookie or tracking disclosure you maintain. You must also obtain any consent applicable law requires for the widget's storage of information on End User devices and for its pre-chat visit tracking (page-view analytics): where an opt-in standard applies to your End Users - for example under the EU ePrivacy rules or the UK's PECR - you must load the widget through your own consent-management tool so that the widget and its tracking run only after the required consent is given, as described in Section 5 of the ReplyArc Cookie Policy.
5.3 Disclose AI to your visitors. You must not configure or use the Service to deceive End Users into believing they are dealing with a human. You must: (a) not configure the AI agent to claim to be human or deny being AI; (b) not remove, disable or obscure the AI identification shown by the Service, regardless of where your End Users are located (the wording of greetings remains configurable; disclosure laws include Article 50 of the EU AI Act, California Business & Professions Code §17941 and Utah's AI Policy Act); and (c) comply with all duties applicable to you as the deployer of an AI system where you operate.
5.4 Sensitive data. You must not use the Service to solicit, collect or process special categories of personal data (such as health, biometric or genetic data, or data revealing racial or ethnic origin, political opinions, religious beliefs or sexual orientation), national identification numbers (including NRIC/FIN), payment card data, or other data subject to heightened legal protection, unless you have an independent lawful ground and any required consent. The Service is not designed for, and must not be used to process, protected health information under HIPAA or cardholder data under PCI DSS.
5.5 Children. You must not deploy the Service on websites or services directed at children, or knowingly use it to collect personal data from children under 13 (or the higher age applicable locally). You warrant that the properties where you embed the widget are not child-directed. If you learn that a child's personal data has been collected through your deployment, tell us and instruct deletion promptly.
5.6 Marketing, DNC and spam. Leads captured through the Service are collected for you, and any further use of them is your sole responsibility. Before sending marketing messages to captured contacts you must hold the consent or other lawful ground the applicable law requires, including: checking the Singapore Do Not Call Registry or holding clear and unambiguous consent before sending marketing calls or messages to Singapore telephone numbers (including via WhatsApp or SMS); complying with the Singapore Spam Control Act for bulk email and instant messages (sender identification and a working unsubscribe); and complying with equivalent laws elsewhere (such as the TCPA, CAN-SPAM and PECR). ReplyArc does not check the DNC Registry or any suppression list for you.
5.7 Your content and configuration. You are responsible for the accuracy and legality of the content you feed the AI agent (documents, crawled pages, business facts, personas), for the webhooks and tool endpoints you connect (which receive data derived from End User messages at your direction), and for the channels you connect. Where the Service lets you restrict the websites your widget runs on (origin allowlist), you are responsible for configuring it; an empty allowlist permits embedding from any origin.
5.8 Compliance with law. You must use the Service in compliance with all laws applicable to you, including data-protection, consumer-protection, AI transparency and sector-specific rules.
5.9 ReplyArc-operated outbound communications (email marketing). The Service includes features that send, or let you schedule and automate, outbound communications to your End Users and captured contacts on your behalf - for example abandoned-chat recovery emails, lead follow-ups, and other email or messaging campaigns we may make available (together, “Outbound Messages”). When you enable, schedule or trigger an Outbound Message:
- You are the sender and controller. ReplyArc provides only the technical means of transmission and acts as your processor and conduit; the “from” identity, recipients, timing and content are determined by you and your configuration. As between the parties, the Outbound Message is yours, not ours.
- You warrant consent and a lawful basis. You warrant that you hold a valid lawful basis and any consent or opt-in the applicable law requires to send each Outbound Message to each recipient, and that the recipient list, content and offers comply with all applicable laws - including Singapore's Spam Control Act and the PDPA (and the Do Not Call provisions for any telephone-number channel), the EU and UK GDPR and PECR, the US CAN-SPAM Act and TCPA, and Canada's CASL - including sender identification and a functioning unsubscribe or opt-out.
- You honour opt-outs. You are responsible for honouring unsubscribe and suppression requests, for not sending to recipients who have opted out, and for the accuracy and legality of your recipient lists. Any unsubscribe handling, suppression or sending-rate controls the Service provides are tools to assist you and do not transfer responsibility to ReplyArc.
- No deliverability warranty. ReplyArc does not warrant deliverability and is not responsible for the content of your Outbound Messages or for any claim by a recipient or authority arising from them. We may throttle, suspend or disable Outbound Messages - including for deliverability, abuse, spam-complaint or legal reasons - under Sections 8.2 and 17.
Your indemnity in Section 16.1 extends to claims arising from your Outbound Messages.
6. AI Output: review duties and disclaimers
6.1 Output may be wrong. Output is generated by AI and may contain material inaccuracies, omissions or outdated information, and may not reflect your current prices, policies or stock. We make no representation or warranty, and provide no indemnity, with respect to Output.
6.2 Your review duty. You are responsible for evaluating whether Output is appropriate for your business and for reviewing Output before relying or acting on it. Configure escalation to a human for enquiry types where errors would be consequential.
6.3 Not professional advice. Output is not legal, medical, financial, tax or other professional advice. You must not deploy the AI agent to give regulated advice unless you hold the required licences and provide the required disclosures.
6.4 No fully automated high-stakes decisions. You must not use the Service as the sole basis for decisions that produce legal or similarly significant effects on individuals - for example employment, credit, insurance, housing, education or essential services - without meaningful human review.
6.5 Truthful agent behaviour. ReplyArc may apply baseline guardrails intended to keep the AI agent truthful about being AI; you must not attempt to override or circumvent them, and you must not configure or instruct the AI agent to claim to be human (Sections 5.3 and 7).
6.6 Tool, not author. ReplyArc supplies a configurable tool; it does not author, review, endorse, monitor or control the Output your agent generates. You choose the content, knowledge, persona and rules the agent draws on, and you decide where it runs. As between you and ReplyArc, you are solely responsible for - and are treated as the author and publisher of - all Output your configured agent produces and every message the Service sends to your End Users at your direction. We are not a party to, and accept no responsibility or liability for, the substance of any answer, recommendation, statement, price, promise or communication your agent makes to an End User, and you will not represent to anyone that ReplyArc is.
7. Acceptable use
Your use of the Service is subject to the AUP (Section 1.4), published at https://replyarc.ai/legal/acceptable-use and incorporated into these Terms by reference. A breach of the AUP is a material breach of the Agreement. In addition, and without limiting the AUP, you must not, and must not permit anyone to:
- use the Service for unlawful, fraudulent, deceptive or harmful purposes, or to infringe anyone's rights;
- upload or distribute malware, or interfere with or disrupt the Service;
- attempt unauthorised access to the Service, other customers' data or our systems, or test the Service's security without our prior written consent;
- circumvent Usage Limits, guardrails, rate limits or AI disclosure features, including by prompt injection or jailbreaking;
- use the Service or Output to develop a competing product or train a machine-learning model, or to extract or infer the underlying models or training data;
- resell, sublicense or provide the Service to third parties as a standalone offering without our written agreement (deploying the widget for your own End Users is permitted);
- reverse engineer the Service except to the extent a law permits this despite this restriction;
- send spam or unsolicited communications through or with data obtained from the Service; or
- impersonate any person or entity, or configure agents with deceptive human personas.
We may investigate suspected violations and involve law enforcement where appropriate.
8. Fees, plans and Usage Limits
8.1 Free and paid plans. ReplyArc offers a free plan and paid subscription plans. The free plan is free to use within its limits. For paid plans - and for any metered usage above a plan's included limits - we collect payment through our payment processor (Stripe). The current plans, their limits and prices are shown on our pricing page, and we will show the price and obtain your agreement before charging you. Refunds are governed by our Refund Policy (Section 8.5).
8.2 Usage Limits and fair use. Each plan includes usage limits - for example a monthly conversation allowance and a per-conversation message limit. The current limits for each plan are shown on our pricing page. We may also apply fair-use protections and a platform-level spend ceiling to keep the Service available for everyone.
When a limit is reached, the affected feature may pause until the window resets. We may adjust Usage Limits; if we materially reduce them, we will give reasonable advance notice through the Service or by email. You must not use the Service in a way that is abusive, disproportionate to ordinary business use, or designed to exhaust shared capacity.
8.3 Pricing and changes to fees. Paid plans are available now, alongside the free plan. We will only charge you if you choose a paid plan, and we will show the price and obtain your agreement before charging you; payment is processed by Stripe on Stripe-hosted pages, and we do not receive or store your card details. We may change our plans and prices, but we will give you reasonable advance notice (at least 30 days) before materially increasing the recurring fees of a paid plan you are on, or before a feature that is free on your plan becomes chargeable. If you do not accept a change, you may cancel before it takes effect; the free plan remains subject to the Usage Limits then in force.
8.4 Taxes. Fees for paid plans are stated exclusive of taxes; GST or other applicable taxes will be added where required by law.
8.5 Refunds. Where you subscribe to a paid plan, refunds are governed by our Refund Policy, which forms part of this Agreement. In summary, each new paid plan carries a 30-day money-back guarantee: a full refund of the amounts you pay in your first 30 days for a workspace; after that you may cancel at any time and your plan stays active until the end of the period you have paid for. The Refund Policy governs if it conflicts with this summary.
9. Intellectual property
9.1 The platform is ours. ReplyArc and its licensors own all rights in the Service, including software, designs, documentation and trademarks. We grant you a limited, non-exclusive, non-transferable, non-sublicensable licence, for the duration of the Agreement, to access the Service and embed the widget on websites and channels you own or control, for your internal business purposes.
9.2 Customer Data is yours. As between the parties, you own Customer Data. You grant ReplyArc a worldwide, non-exclusive licence to host, process, transmit and display Customer Data solely to provide and secure the Service, to comply with law, and as instructed by you through your use and configuration of the Service.
9.3 Output is yours. As between the parties, and to the extent permitted by applicable law, ReplyArc assigns to you its right, title and interest (if any) in Output generated for your workspace. Inputs and Outputs are Customer Data. AI models may generate the same or similar output for other customers; this Section does not restrict ReplyArc from generating output for others.
9.4 No training on Customer Data. We do not train, fine-tune or build AI models using Customer Data, and we do not sell personal data. Prompts and retrieved context are sent to our AI model provider solely to generate responses and supporting features; under the provider's API terms that data is not used to train its models. Separately from answering live questions, we process Customer Data within your own workspace to operate and improve your agent - for example drafting suggested knowledge-base answers from unanswered questions, running answer-quality checks, and classifying or summarising conversations. All such processing is tenant-scoped, surfaced to you for review, and never used to train any AI model.
9.5 Usage data. We may use aggregated or de-identified data about use of the Service (such as feature-usage and performance metrics) to operate, secure and improve the Service, provided it does not identify you or any End User.
9.6 Feedback. If you give us suggestions or feedback, we may use it without restriction or obligation to you. This gives us no rights in Customer Data.
10. Confidentiality
10.1 Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is your Confidential Information; non-public Service features, security information and pricing are ours.
10.2 The receiving party must use the other's Confidential Information only to perform under the Agreement, protect it with at least reasonable care, and not disclose it except to employees, advisers and contractors who need it and are bound by comparable obligations. These duties do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. Disclosure required by law or court order is permitted, with prompt notice where legally allowed.
10.3 This Section survives for three years after the Agreement ends, and for trade secrets as long as they remain trade secrets.
11. Privacy and data protection
11.1 Roles. For End User personal data processed through your deployment, you are the controller (PDPA “organisation”) and ReplyArc is your processor (PDPA “data intermediary”). For your account data, billing identity and our own marketing-site visitors, ReplyArc is the controller, as described in our Privacy Policy.
11.2 The DPA. The DPA is incorporated by reference and is the written contract governing ReplyArc's processing of End User personal data on your behalf, including security measures, Sub-processors and international transfers, assistance with data-subject requests, and breach notification. Current Sub-processors are listed on our published sub-processor page; the DPA sets out change notification and your objection right.
11.3 Data-subject requests. The Service includes tooling for you to respond to End User access and erasure requests; erasure is performed by deleting or irreversibly anonymising the relevant records, as described in the DPA. If an End User contacts us directly about your deployment, we will direct them to you.
12. Platform AI
12.1 Platform AI. AI features run on AI model providers engaged by ReplyArc under ReplyArc's own provider accounts. Those providers are Sub-processors listed on our sub-processor page, and under their API terms your data is not used to train their models. Platform AI usage is subject to the Usage Limits in Section 8.2.
12.2 No customer AI keys. ReplyArc does not offer a bring-your-own-key option; all AI requests run on ReplyArc's own provider keys, and we never ask for, store or use an AI provider API key belonging to the Customer.
13. Third-party services
13.1 The Service interoperates with third-party services you choose to connect or link to - messaging channels (for example WhatsApp, Messenger, LINE, Telegram, Slack, Microsoft Teams), your own webhooks and tool endpoints, and booking and phone links. Your use of a third-party service is governed by its own terms, and you are responsible for your accounts with it and the data you direct the Service to send it.
13.2 We are not responsible for third-party services, including their availability, security or handling of data after it leaves the Service at your direction. If a third party suspends or changes its platform, connected features may stop working; that is not a breach of the Agreement.
14. Warranties and disclaimers
14.1 Mutual warranty. Each party warrants that it has the legal power to enter into the Agreement.
14.2 Disclaimer. Except as expressly stated in the Agreement, the Service and all Output are provided “as is” and “as available”, and ReplyArc and its suppliers disclaim all other warranties and conditions, express or implied - including merchantability, fitness for a particular purpose and non-infringement - to the maximum extent permitted by law. We do not warrant that the Service will be uninterrupted, timely, secure or error-free, that Output will be accurate or reliable, or that defects will be corrected.
14.3 No service-level guarantee. We do not currently offer a contractual service-level commitment, uptime guarantee or service credits unless expressly agreed in writing (for example in an Enterprise order form). Standard support is provided on a commercially reasonable-efforts basis. Downtime or degradation caused by upstream AI model providers, messaging-channel platforms or other third-party services is expressly outside any availability expectation.
15. Limitation of liability
15.1 Exclusion of certain damages. To the maximum extent permitted by law, neither party (nor its suppliers) is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, business interruption or loss or corruption of data, even if advised of the possibility and even if a remedy fails of its essential purpose.
15.2 Cap. To the maximum extent permitted by law, ReplyArc's aggregate liability arising out of or relating to the Agreement, whether in contract, tort (including negligence), statute or otherwise, will not exceed the greater of (a) S$100 and (b) the total amounts you paid us for the Service in the 12 months preceding the first event giving rise to liability. The exclusions in Section 15.1 and the cap in this Section 15.2 apply equally to claims arising out of or relating to Output, including reliance on inaccurate or incomplete Output.
15.3 Exceptions. Nothing in the Agreement excludes or limits liability that cannot be excluded under applicable law, including liability for fraud or for death or personal injury caused by negligence. The cap in Section 15.2 does not apply to your payment obligations or to either party's indemnification obligations under Section 16.
16. Indemnities
16.1 By Customer. You will defend and indemnify ReplyArc and its officers, directors and employees against third-party claims, and resulting damages, penalties, costs and reasonable legal fees, to the extent arising from: (a) Customer Data, including claims that it infringes rights or was collected without a required lawful basis, notice or consent; (b) your or your End Users' use of the Service in breach of the Agreement or applicable law, including Sections 5, 6 and 7 and any claim under direct-marketing, DNC, spam or AI disclosure laws; (c) your use of a third-party service; (d) disputes between you and your End Users; or (e) Output generated through your configuration and any Outbound Message sent through the Service at your direction.
16.2 Carve-out. Section 16.1 does not apply to the extent a claim arises from ReplyArc's breach of the Agreement, negligence, fraud or wilful misconduct.
16.3 Procedure. The indemnified party must give prompt written notice of the claim, sole control of its defence and settlement to the indemnifying party (no settlement may impose liability or admission on the indemnified party without its consent), and reasonable cooperation at the indemnifying party's expense.
17. Suspension
17.1 We may suspend or restrict access to all or part of the Service, or to a specific agent, workspace, feature or End User session, immediately and without prior notice where we reasonably believe: (a) there is a security threat; (b) the Agreement is being materially breached, including Sections 5 or 7; (c) your use creates legal exposure for us or involves unlawful processing of personal data; (d) Usage Limits are being evaded or your usage causes abnormal platform cost or load; or (e) suspension is required by law or a competent authority.
17.2 Where practicable we will notify you of a suspension and its reason, and restore access promptly once the ground is resolved. Suspension is in addition to our termination rights.
18. Term, termination, data export and deletion
18.1 Term. The Agreement starts when you accept it and continues until terminated under this Section.
18.2 Termination by you. You may stop using the Service at any time, and may terminate the Agreement and request account closure by written notice to legal@replyarc.ai (or any in-product account-closure control we provide).
18.3 Termination by us. We may terminate the Agreement: (a) for convenience on at least 30 days' written notice; (b) immediately on written notice if you materially breach the Agreement and, where curable, fail to cure within 14 days of notice; (c) immediately where Section 17.1(a)-(c) grounds persist or are serious; or (d) on at least 30 days' notice for accounts inactive for an extended period.
18.4 Data export. During the term you can export Customer Data using the dashboard's export tools (an archive including workspace configuration, agents, document metadata and full conversation transcripts). For 30 days after termination, you may request a copy of your Customer Data and we will provide it in a commonly used machine-readable format.
18.5 Deletion after termination. If you close your account, you may request deletion of your Customer Data by contacting us at legal@replyarc.ai or privacy@replyarc.ai. On a verified request we will delete or irreversibly anonymise your Customer Data within 30 days of confirming the request, except (a) records we must retain to comply with law, and (b) residual copies held in encrypted backups, which are removed on our standard backup-rotation cycle. Aggregated or de-identified data under Section 9.5 may be retained. End User personal data is returned and deleted as set out in Section 11 of the DPA, which governs in more detail.
18.6 Survival. Sections 2, 5.6 (for messages already sent), 9, 10, 11 (while processing continues), 14, 15, 16, 18.4-18.6, 20 and 21 survive termination.
19. Changes to the Service and these Terms
19.1 Changes to the Service. Section 3.3 governs changes to the Service. We will give reasonable advance notice of changes that materially reduce core functionality, and at least 30 days' notice before materially increasing fees or changing the paid terms of a plan you are on (Section 8.3).
19.2 Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days' notice by email or prominent in-Service notice before the change takes effect; non-material changes take effect when posted with an updated “Last updated” date. If you do not agree to a change, terminate under Section 18.2 before it takes effect; continued use after the effective date constitutes acceptance.
20. Governing law and jurisdiction
20.1 The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of Singapore, excluding its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
20.2 The parties submit to the exclusive jurisdiction of the courts of Singapore. Either party may nonetheless seek injunctive or other urgent relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
20.3 Before starting proceedings, the parties will attempt in good faith to resolve any dispute by negotiation for at least 30 days after written notice of the dispute.
21. General
21.1 Entire agreement. The Agreement is the entire agreement between the parties about the Service and supersedes all prior agreements, proposals and representations on that subject. No terms in any Customer purchase order or vendor form apply.
21.2 Assignment. You may not assign the Agreement without our prior written consent, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, with notice to us. We may assign the Agreement to an affiliate or in a corporate reorganisation, merger or sale. Any other purported assignment is void.
21.3 Subcontracting. We may use subcontractors and Sub-processors; we remain responsible for their performance, and the DPA governs Sub-processors that handle personal data.
21.4 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement remains in effect.
21.5 No waiver. Failure or delay in exercising a right is not a waiver. Waivers must be in writing.
21.6 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (such as natural disasters, war, governmental action, internet or utility failures, or failures of third-party providers), provided it uses reasonable efforts to mitigate. This does not excuse payment obligations.
21.7 Notices. Legal notices to ReplyArc must be sent by email to legal@replyarc.ai. Notices to you may be sent to your account email address or given through the Service. Email notices are deemed received on the business day after sending (Singapore time).
21.8 No third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms, except that ReplyArc's officers, directors and employees may enforce Section 16.1.
21.9 Relationship. The parties are independent contractors; the Agreement creates no partnership, joint venture, agency or employment relationship.
21.10 Export and sanctions. Each party will comply with applicable export-control and sanctions laws. You may not use the Service if you are in an embargoed jurisdiction or on a relevant sanctions list, or to evade sanctions.
21.11 Language. These Terms are drafted in English; any translation is for convenience only and the English version prevails.
22. Contact
Wondertabs Pte. Ltd. (UEN 202037320G), Singapore.
Legal notices: legal@replyarc.ai · Privacy matters: privacy@replyarc.ai · Data Protection Officer: dpo@replyarc.ai.