SaleLab AI – Terms of Use (Merchant)

Last updated: October 20, 2025

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IMPORTANT. READ CAREFULLY.
These Terms of Use are a legal agreement between:

• SaleLab AI Pte. Ltd., a company incorporated in Singapore with its registered office at 2 Venture Drive, #19-21, Vision Exchange, Singapore 608526 (the “Company”, “we”, “us”, “our”), and

• The merchant accepting these Terms, whether an individual or a legally recognised entity involved in lawful business (“Client”, “you”, “your”).

By creating an account, clicking “accept”, or using the SaleLab AI solution, you agree to these Terms of Use and any schedules, annexes or addenda that reference them (together, the “Agreement”). If you do not agree, do not use the Solution.

These Terms are issued under the laws of Singapore and do not require physical signatures.

This is not legal advice. You should obtain independent legal review before relying on this document.

1. The Solution

The Company offers a suite of messaging software-as-a-service solutions through a single platform that enables merchants to manage communications with their users (for example via WhatsApp) and connect those conversations to e-commerce platforms such as Shopify (the “Solution”).

The Company may authorise its affiliates, contractors and service providers to perform any of its rights or obligations under this Agreement. References to “SaleLab AI” or the “Company” include such authorised parties.

2. Definitions

Capitalised terms have the meanings given below or in context.

• Applicable Law: All applicable laws, statutes, regulations, rules, codes, guidelines, directives, notices and orders of any governmental or regulatory authority having jurisdiction over a Party, including the laws of Singapore.

• Applicable Data Protection Law: All applicable data protection, privacy and data security laws and regulations, including the Singapore Personal Data Protection Act 2012 (PDPA), and where relevant, any other data protection law that applies to the processing of Personal Data under this Agreement.

• Beta Products: Pre-release or experimental versions of the Solution or its components made available for testing under real-world conditions.

• Business Day: Any day other than Saturday, Sunday or public holiday in Singapore on which banks in Singapore are open for business.

• Confidential Information: Has the meaning given in clause 11.

• Fees: All fees and charges payable by the Client under this Agreement, including Subscription Fees, Usage Fees and any success or commission fees.

• Intellectual Property Rights: All intellectual property rights worldwide, whether registered or unregistered, including copyrights, patents, trademarks, service marks, trade names, logos, designs, domain names, database rights, trade secrets, know-how, software (including source code and object code), documentation and all applications, renewals and extensions of the foregoing.

• Personal Data: Any data, whether true or not, about an individual who can be identified from that data or from that data and other information that the Company has or is likely to have access to, or that is otherwise considered personal data, personal information or personally identifiable information under Applicable Data Protection Law.

• SaaS: Software as a service.

• Scheduled Maintenance: Planned maintenance of the Solution notified to the Client at least two hours in advance and not exceeding eight hours per week.

• Subscription Commencement Date: The date on which the Client first accepts these Terms or first accesses the Solution, whichever is earlier.

• Third Party Services: Third party services made available or integrated under the Solution, including messaging platforms such as WhatsApp, e-commerce platforms such as Shopify, and other tools.

• Update: A modification or revision to the Solution that improves or repairs existing features, ensures compatibility with other systems, or complies with Applicable Law, other than an Upgrade.

• Upgrade: A new version of the Solution intended to significantly enhance functionality and that may change the version number.

3. Term and Renewal

These Terms take effect on the Subscription Commencement Date and continue until terminated in accordance with clause 16 (the “Term”).

Unless otherwise agreed in writing:

• subscriptions automatically renew for successive periods equivalent to the initial subscription term, on the same terms,

• unless the Client gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

4. Grant of Licence and Access to the Solution

4.1 Licence grant
Subject to timely payment of Fees and compliance with this Agreement, the Company grants the Client a limited, non-exclusive, revocable, non-transferable and non-sublicensable licence during the Term to access and use the Solution, in SaaS form, solely for the Client’s internal business operations.

4.2 No transfer of ownership
The Solution is licensed, not sold. No title or ownership in or to the Solution or any Intellectual Property Rights in it is transferred to the Client. All rights not expressly granted are reserved by the Company.

4.3 SaaS model
The Solution is provided on a hosted basis. The Company will host the Solution on infrastructure it selects and will provide the Client with access credentials or integration methods.

4.4 Additional terms and policies
The Client’s use of the Solution is also subject to:

• the Privacy Policy available at https://salelab.ai/privacy-policy, and

• any product-specific or channel-specific terms notified to the Client (for example, WhatsApp Business Platform terms).

These documents form part of this Agreement and may be updated from time to time.

5. Licence Restrictions and Acceptable Use

The Client must not, and must ensure that its employees, contractors and users do not:

a) licence, sublicense, sell, resell, transfer, assign, distribute, lease or otherwise commercially exploit or make the Solution available to any third party, except as expressly permitted for its internal business use

b) circumvent, disable or interfere with any security, rate limits or technical features of the Solution

c) modify, copy, adapt, translate, create derivative works from or based on the Solution, except to the limited extent allowed by law that cannot be contracted out of

d) frame, mirror or create internet links to the Solution or any content within it, except for normal use of documented APIs or widgets

e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Solution, except to the extent that Applicable Law permits despite this restriction

f) use the Solution to build or train a competing product or service, or to copy ideas, features, functions or graphics of the Solution

g) use the Solution in a way that is unlawful, infringes third party rights (including privacy and Intellectual Property Rights), or violates any platform policies (for example, WhatsApp Business Platform or Shopify policies)

h) use the Solution to send spam, unsolicited bulk messages, or messages that breach messaging channel rules or applicable marketing and consent laws.

The restrictions in this clause are material terms. A breach of this clause is a material breach of the Agreement.

6. Client Responsibilities

The Client agrees to:

a) provide accurate and complete information requested by the Company for onboarding, including identity, contact and billing details

b) maintain the security and confidentiality of all access credentials and accounts and promptly notify the Company of any suspected unauthorised access

c) ensure that only authorised personnel use the Solution and that such personnel comply with this Agreement

d) obtain and maintain all necessary licences, approvals and consents from regulatory authorities and third parties required to use the Solution and to send messages via the integrated channels

e) provide reasonable cooperation, access and assistance needed for integrations, where applicable

f) ensure that its use of the Solution and any content it inputs complies with Applicable Laws and platform terms

g) pay all Fees when due.

If the Solution is used with phone numbers or WhatsApp Business Accounts controlled by the Client, the Client is solely responsible for maintaining those numbers and accounts and for complying with WhatsApp and carrier requirements.

7. Components of the Solution

The Solution may include, without limitation:

• Client data and configuration: Integration of Client’s business information, product catalogue, customer contact details and configuration settings on the SaleLab platform.

• Inbox and automation dashboard: Web or app interfaces that show incoming messages, allow responses, trigger broadcasts or automations and connect to e-commerce workflows.

• Support and assistance: Reasonable support for incidents, errors and questions relating to the Solution, in line with the Company’s support policy.

• Beta Products: Optional early access to Beta Products, provided strictly on an “as is” and “as available” basis, without warranties or commitments. Beta Products may be modified, suspended or discontinued at any time.

8. Fees and Payment

8.1 Types of Fees
Fees may include:

• Subscription Fees: Recurring fees for access to the Solution during the subscription term.

• Usage Fees: Variable fees based on actual usage of the Solution (for example, messaging volume beyond included tiers, outbound campaigns).

• Commission or success fees: Performance-linked fees tied to incremental sales, revenue or other agreed metrics attributable to the Solution.

The specific Fees, billing cycle and currency are set out in the order form, online plan selection or other commercial agreement between the Parties.

8.2 General payment terms

Unless otherwise agreed in writing:

a) Subscription Fees are payable in advance for each subscription period (monthly or annually).
b) Usage Fees and commission fees are billed in arrears, typically monthly, based on tracked usage and metrics.
c) All Fees are exclusive of taxes. The Client is responsible for all applicable taxes (for example, GST, VAT), except taxes on the Company’s income.
d) The Client must pay all invoices within the payment term stated on the invoice or, if not stated, within fourteen (14) days of invoice date.
e) If payment is late, the Company may charge interest on overdue amounts at 2 percent per month (24 percent per year) or the maximum rate allowed by Applicable Law, whichever is lower.
f) The Client’s obligation to pay Fees is absolute and is not conditional on the Company issuing an invoice, nor on any particular outcome from use of the Solution.

8.3 Non-payment and suspension

If any Fees remain unpaid after the due date and the Client does not cure within a period specified in a written reminder, the Company may:

• suspend or limit the Client’s access to the Solution, and

• continue to accrue Fees and interest during suspension.

9. Service Levels and Maintenance

9.1 Target availability

The Company will use commercially reasonable efforts to make the core components of the Solution available at least 95 percent of the time during each twelve-month period, excluding:

• Scheduled Maintenance

• emergency maintenance

• downtime caused by factors outside the Company’s reasonable control

• downtime caused by Third Party Services, internet providers, Client systems or misuse.

9.2 Scheduled Maintenance

The Company may perform Scheduled Maintenance and will use reasonable efforts to schedule it at times that minimise business impact, and to notify the Client at least two hours in advance.

9.3 Remedy for chronic failure

If the Solution fails to meet the target availability for two consecutive calendar months, and such failure is verified by both Parties, the Client may terminate this Agreement by written notice within thirty (30) days after the end of the second month. In that case, the Company will refund any prepaid Subscription Fees for the period after the termination date.

This is the Client’s sole and exclusive contractual remedy for failure to meet the target availability.

10. Suspension of Access

10.1 Right to suspend

The Company may suspend the Client’s access to all or part of the Solution with immediate effect if:

a) the Client’s use of the Solution:

• poses a security, operational or reputational risk to the Company, the Solution, other customers or any third party,

• causes or risks causing disruption to the Solution or other services,

• appears to be fraudulent or abusive, or

• may subject the Company, its affiliates or any third party to liability

b) the Client is in material breach of this Agreement, including failure to pay Fees when due

c) the Client is insolvent, ceases business, or enters liquidation, administration, receivership or similar proceedings.

10.2 Effect of suspension

During suspension:

• the Client remains responsible for all Fees accrued up to the suspension date and, where applicable, ongoing data storage charges

• the Company will not delete Client data solely because of the suspension, unless otherwise provided in this Agreement or required by law.

The right to suspend is in addition to any termination rights.

11. Confidentiality

11.1 Definition

“Confidential Information” means any non-public information disclosed by one Party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether orally or in writing or by access to systems, that a reasonable person would consider confidential, including business plans, technical information, product designs, pricing, customer lists and the terms of this Agreement.

Confidential Information does not include information that:

a) is or becomes publicly available without breach of this Agreement
b) was lawfully known to the Receiving Party before disclosure
c) is received from a third party who did not acquire or disclose it in breach of an obligation
d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

11.2 Obligations

The Receiving Party must:

a) use the same degree of care to protect Confidential Information as it uses for its own similar information, and at least reasonable care
b) use Confidential Information only for purposes of this Agreement
c) disclose Confidential Information only to its employees, affiliates, professional advisers or contractors who have a need to know and are bound by confidentiality obligations no less strict than those in this Agreement
d) promptly notify the Disclosing Party of any unauthorised access, use or disclosure of Confidential Information it becomes aware of
e) on request or on termination, return or securely destroy Confidential Information, except where retention is required by law or for audit and backup, in which case confidentiality obligations will continue.

11.3 Required disclosure

The Receiving Party may disclose Confidential Information if required by Applicable Law, court order or regulatory authority, provided it (where lawful) gives the Disclosing Party prompt notice and cooperates to seek protective measures.

11.4 Equitable relief

The Parties acknowledge that breach of this clause may cause irreparable harm for which damages are inadequate. The Disclosing Party is entitled to seek injunctive or other equitable relief in addition to other remedies.

12. Data Protection and WhatsApp Cloud API

12.1 Roles and consents

Unless expressly stated otherwise:

• the Client acts as the primary organisation determining the purposes and means of processing Personal Data that flows through the Solution in relation to its customers and users, and

• the Company acts as a data intermediary or processor, processing such Personal Data on behalf of the Client.

The Client is responsible for:

• obtaining all necessary consents and providing all required notices to individuals under Applicable Data Protection Law,

• ensuring that its use of the Solution and its instructions to the Company comply with Applicable Data Protection Law.

The Company is not liable for the Client’s failure to obtain valid consents or provide required notices.

12.2 Company obligations

The Company will:

a) process Personal Data only for the purposes of providing, operating and improving the Solution and as otherwise permitted by this Agreement or Applicable Data Protection Law

b) implement reasonable technical and organisational measures to protect Personal Data against unauthorised access, use or disclosure

c) ensure that persons authorised to process Personal Data are subject to appropriate confidentiality obligations

d) assist the Client, where reasonably possible and subject to reasonable fees, in responding to data subject requests and in meeting data protection impact assessment or breach notification obligations, to the extent such obligations relate to the Company’s activities.

12.3 Sub processors and cross border transfers

The Client authorises the Company to use sub processors, including cloud providers and platform partners such as Meta (WhatsApp Business Platform), to process Personal Data, provided that the Company imposes obligations on such sub processors to provide a standard of protection that is at least comparable to the PDPA.

Personal Data may be transferred and processed outside Singapore, including in North America, the European Union and other locations where sub processors operate. The Company will take reasonable steps to ensure that such transfers comply with Applicable Data Protection Law, including the PDPA’s transfer restrictions.

12.4 WhatsApp Infrastructure and Cloud API

For WhatsApp related features:

• “WhatsApp Infrastructure” means the WhatsApp Business Platform deployment that supports communication between users and the SaleLab platform.

• Client data related to WhatsApp messaging may be processed and stored by Meta or its affiliates on the WhatsApp Cloud API infrastructure in data centres located outside Singapore.

• The Company does not offer data localisation for WhatsApp Infrastructure data.

The Client must ensure that its own privacy notices and consents clearly inform end users that:

• WhatsApp conversations and related data may be processed by Meta,

• such data may be stored or processed outside the end user’s country, and

• the use of WhatsApp is subject to Meta’s own terms and privacy policy.

13. Third Party Services

The Solution may enable access to or integration with Third Party Services. The Company:

• does not control Third Party Services

• is not responsible for their availability, security, content or performance

• makes no warranties regarding Third Party Services.

The Client’s use of Third Party Services is subject to the relevant third party terms and privacy policies. Any data that the Client provides to a third party is at the Client’s own risk.

The Client indemnifies the Company against any claims arising from the Client’s use of Third Party Services, except to the extent caused by the Company’s breach of this Agreement.

14. Warranties and Disclaimers

14.1 Mutual warranties

Each Party represents and warrants that:

• it is duly incorporated and validly existing under Applicable Law

• it has the authority to enter into and perform this Agreement

• execution and performance of this Agreement will not breach any other agreement to which it is a party.

14.2 Solution warranties

The Company will use reasonable efforts to provide the Solution with reasonable care and skill, consistent with generally accepted SaaS industry practices.

14.3 Disclaimers

To the maximum extent permitted by Applicable Law:

• the Solution, Beta Products and all related services are provided “as is” and “as available”

• the Company does not warrant that the Solution will be uninterrupted, error-free, or free of viruses or harmful components

• the Company does not guarantee any particular business outcome, revenue or performance metrics.

All implied warranties, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, are excluded to the fullest extent permitted by law.

15. Indemnities

15.1 Client indemnity

The Client will indemnify, defend and hold harmless the Company and its affiliates, directors, officers, employees and agents from and against any losses, damages, liabilities, claims, costs and expenses (including reasonable legal fees) arising out of or in connection with:

a) the Client’s breach of this Agreement or Applicable Law
b) the Client’s misuse of the Solution
c) any content or data provided or controlled by the Client, including alleged infringement of third party rights, or
d) the Client’s failure to obtain necessary consents or provide required notices under Applicable Data Protection Law.

15.2 Company IP indemnity

The Company will defend the Client against third party claims that the Client’s authorised use of the Solution infringes that third party’s registered copyright or patent in a jurisdiction where the Solution is offered, and will pay any final court-awarded damages or settlement amounts approved by the Company.

This obligation does not apply to claims arising from:

• combinations of the Solution with non-Company products or services

• modifications made by anyone other than the Company

• use of the Solution in breach of this Agreement or contrary to documentation.

If such a claim arises, the Company may, at its option:

• modify the Solution to avoid infringement

• replace the Solution with a functionally equivalent service

• procure a licence for continued use, or

• if none of the above are commercially reasonable, terminate the Agreement and refund prepaid unused Subscription Fees.

This clause sets out the Company’s entire liability and the Client’s exclusive remedy for third party IP infringement claims.

16. Limitation of Liability

To the maximum extent permitted by Applicable Law:

a) neither Party is liable to the other for any indirect, incidental, consequential, special, punitive or exemplary damages, or for loss of profit, revenue, business, goodwill or data, even if the Party has been advised of the possibility of such damages

b) the Company’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, indemnity or otherwise, will not exceed the total Fees paid by the Client to the Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under Applicable Law, such as liability for death or personal injury caused by negligence or for fraud.

17. Intellectual Property

All Intellectual Property Rights in and to the Solution, including all Updates, Upgrades, enhancements and derivative works created by or for the Company, are and remain the exclusive property of the Company or its licensors.

The Client:

• acquires no rights in the Solution other than the limited licence expressly granted in this Agreement

• must not remove or alter any proprietary notices on the Solution or its outputs

• must not challenge or assist others to challenge the validity or ownership of the Company’s Intellectual Property Rights.

If the Client provides feedback, suggestions or ideas about the Solution, the Company may use them without restriction and without any obligation to the Client.

18. Termination

18.1 Termination by Client

The Client may terminate this Agreement:

• at the end of any subscription term by giving written notice of non-renewal in accordance with clause 3, or

• if permitted under clause 9.3 (chronic availability failure).

18.2 Termination for cause

Either Party may terminate this Agreement with immediate effect by written notice if the other Party:

• commits a material breach that is not cured within thirty (30) days after written notice, or

• becomes insolvent, ceases to operate in the ordinary course of business, or is the subject of liquidation, receivership or similar proceedings.

18.3 Effect of termination

On termination or expiry:

a) the Client’s right to access and use the Solution ends immediately
b) all unpaid Fees up to the termination date become due and payable
c) each Party must return or destroy the other Party’s Confidential Information, subject to clause 11 and any legal retention obligations.

The Company may retain Client data for a limited period after termination for backup, compliance or dispute resolution, after which it may delete or anonymise such data.

Clauses that by their nature should survive termination (including payment obligations, confidentiality, data protection, IP, limitation of liability, indemnities and governing law) will continue.

19. Publicity

The Company may identify the Client as a customer and use the Client’s name and logo in a factual manner in customer lists, pitch materials and on the Company’s website, unless the Client reasonably objects in writing.

Any public case study or use of performance metrics will require the Client’s prior written approval.

20. Force Majeure

Neither Party is liable for failure or delay in performing its obligations (except payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, riots, labour disputes, epidemics, government actions or widespread internet failures.

If a force majeure event continues for more than thirty (30) consecutive days and substantially affects performance, either Party may discuss in good faith whether to modify or terminate this Agreement. Any termination will not affect payment for services already provided.

21. Governing Law and Dispute Resolution

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of Singapore.

The Parties will first attempt in good faith to resolve any dispute through discussions between senior representatives within thirty (30) days.

If not resolved, the dispute may be referred to:

• either the courts of Singapore, which will have exclusive jurisdiction, or

• if both Parties agree in writing, arbitration administered by the Singapore International Arbitration Centre (SIAC) by a sole arbitrator, with Singapore as the seat and English as the language.

Pick one model in practice and delete the other before publishing. Do not leave both.

22. Notices

Notices under this Agreement must be in writing and sent by email or registered post.

For the Company:

• Email: hello@salelab.ai

• Subject: “Attention: Legal – Terms of Use”

For the Client:

• To the contact details provided by the Client during onboarding or in the order form.

Notices by email are deemed received when sent, unless the sender receives a bounce or error. Notices by post are deemed received five Business Days after posting.

23. Miscellaneous

• Independent contractors: The Parties are independent contractors. This Agreement does not create a partnership, joint venture or agency.

• Assignment: The Company may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition or sale of assets. The Client may not assign this Agreement without the Company’s prior written consent.

• Entire agreement: This Agreement, together with incorporated policies and any order forms, is the entire agreement between the Parties regarding the Solution and supersedes all prior agreements on the same subject.

• Amendments: The Company may update these Terms for all clients by posting an updated version at https://salelab.ai/termsandconditions. Material changes will be notified where reasonable. Continued use after changes take effect means acceptance.

• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.

• No waiver: Failure to exercise or delay in exercising any right is not a waiver of that right.