Terms of Service

Effective Date: 8 January 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User", "you", or "your") and Gray & Gray Pte. Ltd. (UEN: [Company UEN], "Gray & Gray", "we", "us", or "our") governing your access to and use of the ggApps software platform (the "Service"). By accessing or using the Service, you agree to be bound by these Terms.

1. DEFINITIONS

"Account" means the user account created to access the Service.

"Content" means any data, information, text, documents, or materials uploaded, created, or transmitted through the Service.

"Organization" means the legal entity (company, partnership, or sole proprietorship) that has subscribed to the Service.

"Subscription" means the paid license to access and use the Service according to the selected subscription tier.

"User" means an individual authorized by an Organization to access the Service.

2. ACCEPTANCE OF TERMS

By accessing or using the Service, you represent and warrant that:

• You are at least eighteen (18) years of age
• You have the legal capacity to enter into binding contracts
• You are authorized by your Organization to accept these Terms
• All information you provide is accurate and complete

If you do not agree to these Terms, you must immediately cease using the Service.

3. DESCRIPTION OF SERVICE

ggApps is a software-as-a-service platform providing business management applications including:

• Payroll management and payslip generation
• Client communication and portal services
• User and subscription management
• Additional applications and features as made available

The specific features and functionality available depend on your Organization's subscription tier.

4. ACCOUNT CREATION AND MANAGEMENT

4.1 Account Registration

Accounts are created exclusively through Organization administrators. Individual users cannot self-register. To obtain an Account:

• Your Organization must have an active Subscription
• An Organization administrator must create your Account
• You must accept an invitation to activate your Account
• You must complete mandatory authentication setup

4.2 Account Credentials

You are responsible for:

• Maintaining the confidentiality of your authentication credentials
• All activities conducted through your Account
• Ensuring your Account is not accessed by unauthorized individuals
• Immediately notifying us of any suspected unauthorized access

You must use one of the following authentication methods:

• Email-based one-time password (OTP)
• Microsoft Azure AD single sign-on
• Google Workspace single sign-on

4.3 Account Termination

• Your Organization may deactivate your Account at any time without notice
• We may suspend or terminate your Account for violation of these Terms
• You may request Account deletion by contacting your Organization administrator
• Upon termination, your right to access the Service immediately ceases

5. ACCEPTABLE USE POLICY

You agree not to:

5.1 Prohibited Activities

• Use the Service for any unlawful purpose or in violation of applicable laws
• Upload, transmit, or distribute viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service, other Accounts, or connected systems
• Interfere with or disrupt the Service, servers, or networks
• Use automated systems (bots, scrapers) to access the Service without authorization
• Reverse engineer, decompile, or disassemble any component of the Service
• Remove, modify, or obscure any proprietary notices or labels

5.2 Prohibited Content

• Content that infringes intellectual property rights of others
• Content that violates privacy rights or contains personal data obtained unlawfully
• Content that is defamatory, obscene, harassing, or threatening
• Content that promotes illegal activities or violence
• Content that contains confidential information belonging to third parties

5.3 Enforcement

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of your Account
• Removal of prohibited Content
• Legal action and reporting to law enforcement authorities
• Liability for damages incurred

6. SUBSCRIPTION AND PAYMENT

6.1 Subscription Tiers

The Service is provided under subscription-based licensing with multiple tiers:

• Starter Tier: Basic features with limited user capacity
• Growth Tier: Enhanced features with increased capacity
• Enterprise Tier: Full features with custom capacity

Each tier includes specific feature access, user limits, and support levels as described in the Service documentation.

6.2 Payment Terms

• Subscriptions are billed annually in advance
• Payment is due upon subscription commencement and each renewal date
• All fees are quoted and payable in Singapore Dollars (SGD) unless otherwise agreed
• Payment must be made through approved payment methods
• Late payments may result in Service suspension

6.3 Subscription Changes

• Organizations may upgrade subscriptions at any time, effective immediately upon payment
• Downgrades require current usage to comply with the lower tier limitations
• Downgrade requests must be submitted thirty (30) days before the next billing cycle
• No refunds are provided for mid-term subscription changes

6.4 Renewal and Cancellation

• Subscriptions automatically renew annually unless cancelled
• Cancellation requests must be submitted at least thirty (30) days before renewal
• Upon cancellation, Service access continues until the end of the paid period
• No refunds are provided for unused portions of the subscription term

6.5 Taxes

All fees are exclusive of applicable taxes, duties, or governmental charges. You are responsible for payment of all such amounts.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Service Ownership

The Service, including all software, designs, graphics, text, and other materials, is owned by Gray & Gray and protected by Singapore and international intellectual property laws. All rights not expressly granted are reserved.

7.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your Organization's internal business purposes.

7.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Rent, lease, lend, sell, or sublicense access to the Service
• Use the Service to develop competing products or services
• Remove or alter any proprietary notices

7.4 User Content

You retain all ownership rights to Content you create or upload. By using the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, store, reproduce, and display your Content solely to provide and improve the Service. This license terminates when you delete your Content or Account.

7.5 Feedback

Any suggestions, ideas, or feedback you provide regarding the Service ("Feedback") becomes our property. We may use Feedback without any obligation to you.

8. DATA PROTECTION AND PRIVACY

8.1 Privacy Policy

Our collection, use, and protection of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. You acknowledge that you have read and understood the Privacy Policy.

8.2 Data Processing

We process personal data as a data processor on behalf of your Organization. Your Organization is the data controller and is responsible for compliance with applicable data protection laws.

8.3 Data Security

We implement appropriate technical and organizational measures to protect data. However, we cannot guarantee absolute security. You acknowledge the inherent risks of electronic data transmission and storage.

8.4 Data Backup and Recovery

We maintain regular backups of data stored in the Service. However, you are responsible for maintaining independent backups of critical data.

9. SERVICE AVAILABILITY AND SUPPORT

9.1 Service Level

We strive to maintain 99.9% Service availability, calculated monthly, excluding scheduled maintenance. This is a target, not a guarantee.

9.2 Scheduled Maintenance

We may perform scheduled maintenance with advance notice. We will use commercially reasonable efforts to schedule maintenance during off-peak hours.

9.3 Unscheduled Downtime

We may temporarily suspend the Service for emergency maintenance, security issues, or circumstances beyond our control.

9.4 Support

Support levels vary by subscription tier. Enterprise tier receives priority support with guaranteed response times.

10. WARRANTIES AND DISCLAIMERS

10.1 Service Warranty

We warrant that the Service will perform substantially in accordance with its documentation under normal use.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT:

• The Service will be uninterrupted, timely, secure, or error-free
• The results obtained from the Service will be accurate or reliable
• Any errors in the Service will be corrected
• The Service will meet your specific requirements

10.3 Third-Party Services

The Service integrates with third-party services. We disclaim all warranties regarding third-party services, which are governed by their own terms and conditions.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GRAY & GRAY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or data corruption
• Cost of procurement of substitute services
• Business interruption
• Loss of goodwill or reputation

11.2 Cap on Liability

OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOUR ORGANIZATION IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exceptions

The limitations in this Section 11 do not apply to:

• Our breach of confidentiality obligations
• Our gross negligence or willful misconduct
• Our indemnification obligations
• Liability that cannot be excluded or limited by applicable law

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Gray & Gray, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising from:

• Your violation of these Terms
• Your violation of applicable laws or regulations
• Your Content or its use through the Service
• Your violation of third-party rights
• Your negligence or willful misconduct

This indemnification obligation survives termination of these Terms.

13. CONFIDENTIALITY

13.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other, including business plans, technical data, customer information, and pricing terms.

13.2 Obligations

The receiving party shall:

• Maintain the confidentiality of Confidential Information
• Use Confidential Information only for purposes of these Terms
• Disclose Confidential Information only to employees and contractors with a need to know
• Protect Confidential Information using the same degree of care as for its own confidential information, but no less than reasonable care

13.3 Exceptions

Confidential Information does not include information that:

• Is publicly available through no fault of the receiving party
• Was rightfully possessed before disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations

13.4 Compelled Disclosure

If required by law to disclose Confidential Information, the receiving party shall provide prompt notice to allow the disclosing party to seek protective measures.

14. MODIFICATIONS TO TERMS

We may modify these Terms at any time by:

• Posting updated Terms on our website
• Updating the "Effective Date" at the top of this document
• Notifying your Organization administrator via email

Material changes will be notified at least thirty (30) days before taking effect. Continued use of the Service after the effective date constitutes acceptance of modified Terms. If you do not agree to modifications, you must discontinue use of the Service.

15. TERMINATION

15.1 Termination for Convenience

Your Organization may terminate its Subscription at any time with thirty (30) days' written notice. No refunds will be provided for unused subscription periods.

15.2 Termination for Cause

We may immediately suspend or terminate your Account and your Organization's access if:

• You violate these Terms
• Your Organization fails to pay fees when due
• Your use of the Service poses security or legal risks
• Required by law or regulatory authority

15.3 Effect of Termination

Upon termination:

• All rights granted under these Terms immediately cease
• You must cease all use of the Service
• We may delete your Content after a thirty (30) day grace period
• You must pay all outstanding fees
• Sections surviving termination remain in effect

15.4 Data Retrieval

You may request export of your Content within thirty (30) days of termination. After this period, we may permanently delete all data.

16. DISPUTE RESOLUTION

16.1 Negotiation

Before initiating formal dispute resolution, parties shall attempt to resolve disputes through good-faith negotiation for thirty (30) days.

16.2 Mediation

If negotiation fails, disputes shall be submitted to mediation under the Singapore Mediation Centre procedures.

16.3 Arbitration

If mediation fails, disputes shall be resolved through binding arbitration under the Singapore International Arbitration Centre (SIAC) rules:

• Arbitration shall be conducted in English
• The seat of arbitration shall be Singapore
• The tribunal shall consist of one arbitrator
• The arbitrator's decision shall be final and binding

16.4 Exceptions

Either party may seek injunctive relief in court for:

• Intellectual property infringement
• Breach of confidentiality obligations
• Violations of Acceptable Use Policy

17. GENERAL PROVISIONS

17.1 Governing Law

These Terms are governed by the laws of the Republic of Singapore, without regard to conflict of law principles.

17.2 Jurisdiction

Subject to Section 16 (Dispute Resolution), the courts of Singapore have exclusive jurisdiction over disputes arising from these Terms.

17.3 Entire Agreement

These Terms, together with the Privacy Policy and any Order Forms, constitute the entire agreement between you and Gray & Gray regarding the Service and supersede all prior agreements and understandings.

17.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

17.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by the waiving party.

17.6 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any prohibited assignment is void.

17.7 Force Majeure

Neither party is liable for failure to perform obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, or internet failures.

17.8 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated.

17.9 Notices

Notices must be in writing and delivered to:

Gray & Gray Pte. Ltd. Email: legal@twograys.com Address: [Singapore registered office address]

Notices are deemed received:

• Upon delivery if hand-delivered
• Three (3) business days after posting if mailed
• Upon transmission if sent by email with confirmation receipt

17.10 Language

These Terms are executed in English. Any translation is for convenience only. In case of conflict, the English version prevails.

18. CONTACT INFORMATION

For questions regarding these Terms:

Legal Department Gray & Gray Pte. Ltd. Email: legal@twograys.com

Customer Support Email: connect@twograys.com

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ACKNOWLEDGMENT

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICE.