Terms & Conditions

Article 1: Definitions

In these General Terms and Conditions, the following terms possess the defined meanings:

1.1. Service Provider: Refers to the specific corporate entity, either FEHA International Consulting B.V. (The Netherlands) or FEHA Assurtech Pte. Ltd. (Singapore), with which the Client executes an Agreement, as determined in Article 2.

1.2. Client: The counterparty of the Service Provider that enters into an Agreement for the purchase of Services.

1.3. Services: All work performed by the Service Provider for the Client, encompassing the provision of access to the FEHA.io platform and related professional consultancy, as agreed upon in the executed Agreement or quotation.

1.4. Agreement: The legally binding arrangement between the Service Provider and the Client detailing the scope, conditions, and specifications of the Services.

1.5. Platform: The proprietary software-as-a-service (SaaS) technology, including all intellectual property therein, provided by the Service Provider to the Client under the Agreement.

Article 2: Applicability and Governing Entity

2.1. These General Terms and Conditions apply to all offers, Agreements, and deliveries of Services by the Service Provider.

2.2. These Conditions also apply to any additional and subsequent assignment from the Client.

2.3. Deviations from these Conditions are valid only if confirmed in writing by the Service Provider.

2.4. The Service Provider retains the authority to amend these Conditions at any time.

2.5. Governing Entity and Jurisdiction: The specific entity designated as the Service Provider, the place of performance, and the governing legal framework for the Agreement are determined by the entity selected during the contractual process:

Article 3: Agreement Formation and Alterations

3.1. All quotations furnished by the Service Provider are non-binding and are valid for a period of thirty (30) days from issuance, unless explicitly stated otherwise within the quotation.

3.2. An Agreement is formally concluded when the Client accepts the quotation in writing or electronically.

3.3. Any modifications or supplementary provisions to the executed Agreement shall possess validity only if agreed upon and formalized in writing between the Parties.

Article 4: Acceptable Use Policy

4.1. The Client shall utilize the Platform and the Services strictly in accordance with the terms of the Agreement and applicable laws and regulations.

4.2. The Client is expressly prohibited from engaging in the following activities:

• a) Copying, modifying, translating, or reverse-engineering the Platform or attempting to derive the source code thereof.
• b) Utilizing the Platform for any illegal, infringing, harassing, or abusive purpose.
• c) Accessing, or attempting to access, the Service Provider's systems or data of other clients without explicit authorization.
• d) Introducing viruses, worms, or any other destructive code into the Platform.
• e) Overburdening or disrupting the integrity or performance of the Platform or the data contained therein.

4.3. Violation of this Article may result in immediate suspension or termination of the Services under Article 14.

Article 5: Execution of the Service

5.1. All Services are deemed to have been contracted exclusively to the Service Provider, notwithstanding any express or implied intention of the Client that the assignment be performed by a specific individual. The Service Provider shall perform the Services to the best of its ability and in accordance with agreed specifications, acting as a reasonably competent professional practitioner.

5.2. Nature of Obligations and AI Outputs: The obligations of the Service Provider are formally qualified as best-efforts obligations and do not constitute a guarantee of definitive results. The Service may utilize proprietary and third-party Artificial Intelligence (AI) models to generate risk assessments, content, and information. The Client acknowledges that AI outputs are generative and probabilistic in nature and inherently subject to limitations.

5.3. Risks and Limitations: AI-generated outputs may contain inaccuracies, logical inconsistencies, or "hallucinations," which may arise from defects in the underlying model, incorrect input data, or insufficient training information.

5.4. "As Is" Basis: All AI outputs and related Service deliverables are provided to the Client strictly on an "as is" basis without any representations or warranties regarding completeness, accuracy, or suitability for a particular purpose.

Article 6: Client Obligations and Warranties

6.1. The Client shall ensure that all information, documents, and resources required for the proper performance of the Services are provided in a timely, complete, and correct manner.

6.2. Data Integrity Guarantee: The Client guarantees that all provided information, documents, and evidence, irrespective of whether such materials originate from the Client or third parties, are accurate and complete.

6.3. Should the Client fail to fulfill its obligations delineated in this Article, the Service Provider reserves the right to suspend the performance of the Services immediately and to charge the Client for any resulting additional costs incurred due to the delay or deficiency.

Article 7: Intellectual Property Rights

7.1. All intellectual property rights pertaining to the Platform, including the underlying software, algorithms, documentation, and know-how, shall remain the sole and exclusive property of the Service Provider.

7.2. The Client is granted a non-exclusive, non-transferable, revocable right to use the Platform solely for its internal business purposes during the term of the Agreement. This right does not constitute a sale of the Platform or any copy thereof.

7.3. All intellectual property rights concerning the output, reports, or documentation generated specifically for the Client under a consultancy Agreement shall be transferred to the Client upon full payment for those specific Services, unless otherwise stipulated in the Agreement.

Article 8: Fees, Payment, and Suspension

8.1. Fees for the Services shall be specified in the quotation or Agreement. Unless otherwise stated, all fees are exclusive of applicable taxes (e.g., VAT, GST).

8.2. Payment terms shall be as specified in the invoice. In the event of late payment, the Service Provider reserves the right to charge statutory interest from the due date until full payment is received.

8.3. The Service Provider shall be authorized to immediately suspend access to the Services, including the Platform, if the Client is in default of any payment obligation.

Article 9: Confidentiality

9.1. Both Parties shall maintain the confidentiality of all information received from the other Party that is marked as confidential or that should reasonably be understood to be confidential, including, but not limited to, trade secrets, business plans, and non-public financial data.

9.2. This obligation shall remain in effect for a period of five (5) years following the termination or expiration of the Agreement.

Article 10: Data Protection and Processing

10.1. The Services utilize proprietary AI models (derived from open-source LLMs hosted and managed by the Service Provider) and third-party AI models (including those based on Gemini technology) to deliver functionality. The processing of Personal Data is governed by the separate Privacy Policy published by the Service Provider. The Service Provider explicitly commits that it will not utilize Client data, including any Personal Data or Confidential Information, for the purpose of training or enhancing any external or internal artificial intelligence (AI) or machine learning models.

10.2. Where the Platform utilizes third-party AI models (e.g., Gemini), the Client acknowledges that the underlying terms, security measures, and privacy practices specific to that model are ultimately governed by the third-party provider. While the Service Provider remains the Client's primary Processor, the Client is responsible for reviewing and accepting the third party's applicable policies.

10.3. Where the Client utilizes the Platform to process personal data for which the Client is the Controller (as defined under GDPR/PDPA), the Service Provider shall act as a Processor/Data User.

10.4. In such instances, the Parties agree that a separate, executed Data Processing Agreement (DPA) or an equivalent data processing addendum (if mandated by the Governing Jurisdiction under Article 2) shall supplement these Conditions and govern the specific roles and responsibilities concerning the processing of such Personal Data.

Article 11: Indemnification

11.1. The Services are performed exclusively for the benefit of the Client. Third parties shall not derive any rights from the content or results of the work performed.

11.2. The Client shall indemnify and hold harmless the Service Provider against any claims, damages, liabilities, and expenses arising from third parties alleging to have sustained damage as a result of or in connection with the work performed by the Service Provider on behalf of the Client, provided such damage was not caused by the Service Provider's willful misconduct or gross negligence.

Article 12: Limitation of Liability

12.1. The Service Provider's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort, or otherwise, shall be limited to the amount of fees paid by the Client to the Service Provider under the specific Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

12.2. Notwithstanding the foregoing, the Service Provider shall not be liable for indirect, consequential, incidental, special, or punitive damages, including, but not limited to, loss of profits, loss of data, or loss of business opportunity, even if the Service Provider has been advised of the possibility of such damages.

12.3. The limitations of liability set forth herein shall not apply in cases of damage resulting from the Service Provider's willful misconduct or gross negligence.

Article 13: Warranty Disclaimer

13.1. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

13.2. The Service Provider explicitly disclaims all other warranties, whether express, implied, or statutory, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or arising from a course of dealing, usage, or trade practice.

13.3. The Service Provider does not warrant that the Platform will be error-free, entirely secure, or that operation will be continuous or uninterrupted.

Article 14: Refund Policy

All fees paid by the Client to the Service Provider under this Agreement are non-refundable under any circumstances, including but not limited to early termination of the Agreement, partial use or non-use of the Services, or dissatisfaction with the Services. The Client acknowledges and agrees that payment obligations are binding and final upon execution.

Article 15: Termination

15.1. Either Party may terminate the Agreement with written notice as set forth in the specific service contract.

15.2. The Service Provider may terminate the Agreement with immediate effect, without recourse to court intervention, if the Client is declared bankrupt, enters liquidation, or ceases its business operations, or if the Client commits a material breach of the Agreement and fails to remedy such breach within thirty (14) days of receiving written notice.

Article 16: Force Majeure

16.1. Neither Party shall be liable for any failure or delay in performance under the Agreement (excluding payment obligations) to the extent such failures or delays are caused by events beyond that Party's reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, natural disaster, failure of public utilities or communication networks, or governmental actions (a "Force Majeure Event").

16.2. The Party experiencing the Force Majeure Event shall promptly notify the other Party and shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

Article 17: Governing Law and Dispute Resolution

17.1. The interpretation and governance of this Agreement, including its formation and operation, shall be determined by the Governing Jurisdiction specified in Article 2.

17.2. Dispute Resolution:

• a) If the Governing Jurisdiction is The Netherlands, all disputes arising from or in connection with the Agreement shall be exclusively submitted to the competent court in Amsterdam, The Netherlands.
• b) If the Governing Jurisdiction is Singapore, all disputes arising from or in connection with the Agreement shall be exclusively submitted to the jurisdiction of the courts of Singapore.