SmartAlex Terms of Service

Version 1.1 · Effective June 1, 2026 · THERCSGROUP PTE. LTD. (trading as SmartAlex, Singapore Reg. No. 202543608D)

1. Acceptance of terms

These Terms of Service (the Terms or this Agreement) are a contract between THERCSGROUP PTE. LTD., a private company limited by shares incorporated in the Republic of Singapore (UEN 202543608D), with its registered office at 160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914 (SmartAlex, we, us or our), and the business that accesses or uses the Services (Customer, you or your).

By creating an account, subscribing, clicking to accept, or otherwise accessing or using the Services, you agree to be bound by this Agreement. If you do not agree, you must not access or use the Services. If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and Customer refers to that entity. The individual accepting these Terms must be authorised to do so.

This Agreement incorporates our Acceptable Use Policy, and, where we process personal data on your behalf, our Data Processing Addendum. Our handling of personal data is further described in our Privacy Policy. Where applicable to your use, our Telephony and Call Recording Notice and AI Usage Policy also apply. Each of these documents forms part of this Agreement.

This Agreement governs your use of the self-serve Services. If you and we sign a separate written master agreement, order form, or enterprise agreement covering the same subject matter, that signed agreement governs to the extent of any conflict with these Terms for the Services it covers.

2. Definitions

In this Agreement, the following defined terms have the meanings given below. Other terms are defined where they first appear in bold.

• Affiliate means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50 per cent of the voting interests.
• Agreement means these Terms together with the documents they incorporate and any Order or enterprise agreement that references them.
• Authorised User means an individual whom you permit to access the Services under your account, including your employees, contractors and agents.
• Controller, Processor and personal data breach have the meanings given in the GDPR, and equivalent terms under other applicable data protection laws are construed accordingly.
• Customer Data means data that you or your Authorised Users or End Users provide, or that is generated through your use of the Services, including call audio, recordings, transcripts, contacts, messages, prompts, knowledge bases and configuration content.
• Documentation means the user guides, developer documentation, changelog and help materials we make available for the Services.
• End User means an individual you interact with through the Services, such as a call recipient, caller, or message recipient.
• Fees means the subscription, usage and other charges payable for the Services.
• Order means the plan selection, sign-up flow, or order form through which you subscribe to the Services.
• Personal Data means information relating to an identified or identifiable individual.
• Services or Platform means the SmartAlex platform, websites, applications, APIs and related services we make available to you, as updated from time to time.
• Subprocessor means a third party we engage to process Personal Data in connection with the Services.
• Usage Data means data we generate about the operation, performance and security of the Services, including aggregated and de-identified statistics.

3. The Services

3.1 Description

SmartAlex is a multi-tenant business platform that lets you configure and operate AI voice agents that place and receive telephone calls, run outbound campaigns, manage contacts, and view analytics. The platform records and transcribes calls and processes the resulting audio and text using speech and language AI. We make the Services available on a subscription basis with usage-based components for telephony and AI processing.

3.2 Provisioning and Authorised Users

We will make the Services available to you and your Authorised Users in accordance with this Agreement and your Order. You are responsible for the acts and omissions of your Authorised Users as if they were your own, and you must ensure that each Authorised User complies with this Agreement. You must not allow an Authorised User account to be shared by more than one individual, and you must promptly deactivate access for individuals who no longer require it.

3.3 Subprocessors

The Services rely on third-party infrastructure providers, including our cloud infrastructure providers, our telephony provider, our real-time voice infrastructure provider, and our speech and language AI providers (each a Subprocessor). We engage Subprocessors to deliver the Services and remain responsible for their performance of the tasks we entrust to them. A current list of Subprocessors is published in our Subprocessor List. We will give notice of changes to that list and you may object as set out in our Data Processing Addendum.

3.4 Service availability

We use commercially reasonable efforts to keep the Services available, but we do not warrant uninterrupted or error-free access. The Services may be temporarily unavailable for scheduled maintenance, updates, or events beyond our reasonable control. Where practicable, we will give advance notice of planned maintenance that we expect to cause material disruption. We do not offer a separate service-level agreement for self-serve plans. Where a paid plan carries a specific uptime commitment, that commitment and any associated service credits are set out in a separate service-level agreement referenced in your Order, and service credits are your sole and exclusive remedy for any failure to meet that commitment.

3.5 Changes to the Services

We may modify, enhance, or discontinue features of the Services from time to time. We will not materially reduce the core functionality of a paid plan during a paid term without giving you reasonable notice. If we discontinue a paid feature you rely on and provide no reasonable equivalent, you may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the unused remainder of the then-current term.

3.6 Beta and preview features

We may offer features identified as beta, preview, early access, or evaluation (Beta Features). Beta Features are provided as is, may be changed or withdrawn at any time, are excluded from any availability commitment, and may be subject to additional terms presented when you enable them. You use Beta Features at your own discretion and risk.

3.7 Third-party services and integrations

The Services may interoperate with third-party products, integrations or marketplaces that you choose to enable. Those third-party services are governed by their own terms, and we are not responsible for them. Enabling an integration may authorise the exchange of Customer Data between the Services and the third-party service. You are responsible for your use of, and your agreements with, any third-party service you connect.

4. Eligibility and account responsibilities

4.1 Eligibility

To use the Services you must:

1. be at least 18 years old and able to enter into a binding contract;
2. use the Services only for legitimate business purposes, not as a consumer; and
3. not be barred from using the Services under applicable law, including export-control and sanctions laws.

4.2 Account security

You must keep your account credentials confidential and must not share them outside your organisation. You are responsible for all activity that occurs under your account, whether or not you authorised it, except to the extent the activity results from our breach of this Agreement. You must use available security features, including multi-factor authentication where offered, and you must promptly notify us at security@getsmartalex.com of any unauthorised use or suspected compromise of your account.

4.3 Accurate information

You must provide accurate, current and complete information when you register and keep it up to date, including your billing and contact details. We may rely on the information and instructions we receive from your account as having been given by you.

5. Subscription and fees

5.1 Subscription fees

Paid plans are billed in advance at the price stated at sign-up or in your Order. The standard paid plan is USD 99 per month. Fees are stated and payable in the currency shown at checkout, and unless stated otherwise are exclusive of taxes. Payments are processed by our payment processor, Stripe, or another authorised payment processor. You authorise the payment processor to store your payment-method details for recurring billing.

5.2 Usage fees

In addition to the subscription fee, usage-based Fees apply to your telephony and AI processing consumption, such as call minutes, transcription, voice synthesis and language-model usage. The applicable rates are shown in your SmartAlex dashboard and may vary by region or feature. Usage is metered by our systems, and our records of usage are conclusive in the absence of manifest error.

5.3 Free trial

Where we offer a free trial, the trial length and any included usage allowance are stated at sign-up. Unless you cancel before the trial ends, your subscription converts to a paid plan at the then-current price and your payment method is charged. We may modify or withdraw a trial offer at any time. Beta Features and trial usage are provided without warranty.

5.4 Payments and authorisation

All Fees are due in advance. By subscribing, you authorise us and our payment processor to charge your designated payment method for all applicable subscription and usage Fees as they fall due, including automatic renewals. If a charge fails, we may retry the charge and may suspend the Services as set out below until payment is made.

5.5 Taxes

Fees are exclusive of taxes, duties and similar government charges (including value-added tax, goods-and-services tax and sales tax). You are responsible for all such charges, except taxes based on our net income. Where we are required to collect a tax, we will add it to your invoice. If you are exempt from a tax, you must provide a valid exemption certificate before billing.

5.6 Auto-renewal and cancellation

Your subscription renews automatically at the end of each billing period at the then-current price, unless you cancel before the renewal date. You may cancel at any time from your SmartAlex dashboard. Cancellation takes effect at the end of the current billing period, and you retain access until then. Except as expressly stated in this Agreement, Fees already paid are non-refundable.

5.7 Refunds

Fees are non-refundable except where a refund is required by applicable law, expressly provided in this Agreement, or agreed by us in writing.

5.8 Disputed charges

If you believe a charge is incorrect, you must notify us at legal@getsmartalex.com within 30 days of the invoice or charge date, giving reasonable detail. We will investigate in good faith and correct any error. You must pay all undisputed amounts when due. Raising a dispute does not entitle you to withhold undisputed Fees.

5.9 Non-payment

If you fail to pay any amount when due, we may suspend or terminate your account and the Services after giving you notice and a reasonable opportunity to cure, except where a delay would expose us to material risk. Overdue amounts may accrue interest at the lower of 1.5 per cent per month or the maximum rate permitted by law, and you must reimburse our reasonable costs of collection.

5.10 Price changes

We may revise pricing or introduce new Fees on at least 14 days notice before the start of your next billing period. Continued use of the Services after the change takes effect constitutes acceptance of the new rates. If you do not accept a price change, you may cancel before it takes effect.

6. Data processing and privacy

6.1 Roles

For the call content, contacts, transcripts and other Personal Data you process through the Services, you are the Controller and SmartAlex is your Processor. We act as an independent Controller for the account, billing, security and product-analytics data we process to provide and protect the Services.

6.2 Ownership and licence

As between the parties, you retain ownership of all Customer Data. You grant us a limited, non-exclusive, worldwide licence to host, process, store, transmit and display Customer Data, and to create de-identified and aggregated Usage Data, solely to provide, secure, support and improve the Services, and as instructed by you through the Services. We may use de-identified and aggregated Usage Data that does not identify you, your Authorised Users or any End User for our legitimate business purposes, including improving and operating the Services.

6.3 Our processing terms

Where we process Personal Data on your behalf, our Data Processing Addendum applies and forms part of this Agreement. It sets out our obligations as Processor, your instructions, the authorisation of Subprocessors, the security measures we maintain, the assistance we provide, and the terms on which Personal Data is transferred internationally. Our handling of Personal Data for which we are Controller is described in our Privacy Policy. If there is a conflict between this Agreement and the Data Processing Addendum on the processing of Personal Data, the Data Processing Addendum prevails.

6.4 Special-category and biometric data

Call audio and transcripts can contain special-category data, and a voice may constitute biometric data where it is used to identify an individual. We process this data only on your instructions. You are responsible for establishing a lawful condition for that processing (typically the explicit consent of the End User under the GDPR Article 9(2) and the equivalent provisions of other applicable laws, including sections 26 and 27 of POPIA) and for giving End Users the notices required by law.

6.5 No automated decisions with legal effect

We do not make decisions about End Users that produce legal or similarly significant effects on them through solely automated means. AI is used for call handling, routing, transcription, qualification and analytics under your control. You are responsible for any decision you take using the outputs of the Services, and for any human review you must provide under applicable law.

6.6 AI model training

We do not use Customer Data to train AI models, and our speech and language AI providers do not use it to train their models, except where you explicitly opt in. Where you enable a feature that improves your own configuration or knowledge base using your Customer Data, that processing is limited to your tenant.

6.7 International transfers

Where Customer Data is transferred out of the EEA, the United Kingdom or Switzerland, those transfers rely on the EU Standard Contractual Clauses, the UK International Data Transfer Addendum, and the Swiss addendum, as applicable, together with supplementary measures including encryption in transit and at rest and access controls. A copy of the relevant safeguards is available from privacy@getsmartalex.com. Further detail is set out in our Data Processing Addendum and Privacy Policy.

6.8 Your responsibilities

You are responsible for ensuring that your collection and use of Personal Data through the Services complies with applicable data protection and telecommunications laws, including the Singapore Personal Data Protection Act 2012 (the PDPA), the EU General Data Protection Regulation (the GDPR), the UK General Data Protection Regulation and the Data Protection Act 2018, and the South African Protection of Personal Information Act (POPIA) where they apply to you. This includes establishing a lawful basis for your processing, giving End Users the required notices, and responding to the requests of individuals exercising their statutory rights. For privacy or data-protection queries, contact privacy@getsmartalex.com.

6.9 Retention and return

We retain Customer Data for as long as your account is active and as needed to provide the Services. On termination, and following the export window in the Suspension and termination section, we will delete Customer Data or, on your written request, return it in a commonly used format, in each case within 90 days, except where retention for a longer period is required by law. The periods that apply to the categories of data we process are summarised in the Retention periods schedule below.

6.10 Breach notification

If we become aware of a personal data breach affecting Customer Data, we will notify you without undue delay, with the information then available and the steps we are taking to remediate it. We will provide reasonable assistance to enable you to meet your own breach-notification obligations to regulators and affected individuals under applicable law. As Controller, you remain responsible for any notification you must make, including to your supervisory authority within the statutory window (for example, 72 hours under the GDPR, and as soon as reasonably practicable under the PDPA and POPIA).

7. Acceptable use and call compliance

7.1 Acceptable Use Policy

Your use of the Services is governed by our Acceptable Use Policy, which forms part of this Agreement. You may use the Services only for lawful business purposes. Without limiting that policy, you must not:

1. send spam or place unsolicited or unlawful telemarketing calls or messages;
2. impersonate any person, spoof or misrepresent caller identity, or conduct fraudulent or deceptive activity;
3. infringe the rights of others or breach applicable communications, consumer-protection, marketing or privacy laws;
4. use the Services to generate or distribute unlawful, harassing, defamatory, or harmful content, or content that exploits or endangers minors;
5. introduce malware, conduct denial-of-service activity, or interfere with the integrity or performance of the Services; or
6. reverse engineer, probe, or attempt to circumvent the security of the Services or any AI component, except to the extent this restriction is prohibited by law.

7.2 Call and recording consent

Because the Services place and receive real telephone calls and record and transcribe them, you are solely responsible for obtaining every consent and giving every notice the law requires in each jurisdiction you call into or from. This includes, where applicable:

1. obtaining the prior express written consent required for AI, automated or prerecorded marketing calls, including under the US Telephone Consumer Protection Act and the related FCC rules;
2. obtaining the call-recording consent required by law, including all-party (two-party) consent where it applies, which is not limited to the United States and also applies in parts of the EEA, the United Kingdom, Australia and Canada;
3. honouring do-not-call registries and your own internal opt-out and suppression lists, including the US National Do Not Call Registry and equivalent national registers;
4. calling only within lawful calling hours and frequency limits; and
5. not transmitting misleading or inaccurate caller-identification information, in line with the US Truth in Caller ID Act and equivalent laws.

Further guidance on these obligations is set out in our Telephony and Call Recording Notice.

7.3 AI disclosure

You must enable and permit a clear and unconditional disclosure to End Users that they are interacting with an AI system, as required by laws such as the EU AI Act Article 50 and US state bot-disclosure laws. You must not disable, obscure or qualify that disclosure. Our AI Usage Policy sets out further requirements for responsible use of the AI features.

7.4 Emergency-call limitation

The Services are not a telephone service and are not a substitute for traditional or mobile telephony. They are not designed or guaranteed to place or route emergency calls, and you must not rely on them to reach emergency services such as 911 or 112. You are responsible for maintaining an alternative means of contacting emergency services, and for informing your Authorised Users and End Users of this limitation where relevant.

7.5 Content responsibility

You are solely responsible for the content of your campaigns, prompts, scripts, knowledge bases and recordings, and for ensuring you have the rights and permissions necessary to use that content with the Services. We do not pre-screen Customer Data, but we may review it where we reasonably suspect a breach of this Agreement or applicable law, or where required by law.

7.6 Enforcement

We may suspend or terminate access if your use breaches this section, the Acceptable Use Policy, or applicable law, as set out in the Suspension and termination section below.

8. API and MCP integrations

We provide a REST API and a Model Context Protocol (MCP) server that allow third-party applications and AI assistants, such as Claude, ChatGPT and others, to access your account data on your behalf. Your use of these interfaces is subject to the following:

1. API access is authenticated by API keys or OAuth 2.0 tokens issued to your account, and you are responsible for safeguarding those credentials and for all activity carried out with them;
2. all API and MCP requests are scoped to your tenant and subject to the same access controls as the web interface;
3. rate limits apply, as described in our Documentation, and exceeding them may result in temporary throttling;
4. we may change API endpoints, response formats, or MCP tool definitions on reasonable notice, and we will communicate breaking changes through our Documentation and changelog;
5. you may not use the API or MCP server to build a competing product, or to systematically extract data for purposes unrelated to your business use of the Services; and
6. third-party AI assistants that connect through MCP receive only the data you request through your instructions, and internal system fields, provider identifiers and tenant metadata are stripped from responses.

9. Customer responsibilities and warranties

You represent, warrant and undertake, on a continuing basis, that:

1. you have the legal right and authority to enter into this Agreement and to provide the Customer Data you submit;
2. your use of the Services, and your Customer Data, comply with this Agreement and all applicable laws, including data protection, telecommunications, marketing, consumer-protection, export-control and sanctions laws;
3. you have obtained, and will maintain, all consents, permissions and notices required for us to process Customer Data as instructed; and
4. you will cooperate with reasonable requests we make to verify your compliance with this section where we have a legitimate basis for the request.

10. Intellectual property

The following terms govern ownership of and rights in the Services and Customer Data:

1. we and our licensors retain all right, title and interest in the Services, including the software, models, APIs, Documentation and associated materials, and all intellectual property rights in them;
2. we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for your internal business purposes for the term of this Agreement;
3. all rights not expressly granted are reserved; and
4. you retain ownership of Customer Data, prompts and content you upload, as set out in the Data processing and privacy section above.

10.1 Feedback

If you give us suggestions, ideas or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate that feedback into the Services without restriction or obligation to you. We will not identify you as the source of the feedback without your consent.

10.2 Trademarks and publicity

Neither party may use the other's name, logo or trademarks without prior written consent, except that we may identify you as a customer in a customer list where you have agreed in writing or where your customer status is already public. Any goodwill arising from such use accrues to the trademark owner.

11. Reseller and white-label rights

With our prior written approval, you may resell or white-label the Services subject to this Agreement. You remain responsible for the acts and omissions of your downstream clients and for ensuring they are bound by terms no less protective than this Agreement and the Acceptable Use Policy. You will indemnify us for claims arising from your downstream clients' use of the Services as if their use were your own. We may set additional requirements for reseller and white-label use in a separate written agreement.

12. Indemnification

12.1 Your indemnity

You will defend, indemnify and hold harmless SmartAlex, its directors, employees, agents and Affiliates from and against any third-party claim, and any resulting loss, damage, liability, cost or expense (including reasonable legal fees), arising from:

1. your use or misuse of the Services;
2. your Customer Data, including any claim that it infringes a third party's rights or breaches applicable law;
3. your breach of this Agreement or the Acceptable Use Policy; or
4. your breach of applicable law or infringement of third-party rights, including call-consent, recording-consent, marketing and data-protection laws.

12.2 Our IP indemnity

We will defend you against any third-party claim that the Services, as provided by us and used in accordance with this Agreement, infringe that third party's intellectual property rights, and we will indemnify you for amounts finally awarded against you or agreed in settlement by us. If the Services become, or we believe may become, the subject of an infringement claim, we may at our option and expense procure the right for you to continue using the Services, modify them to be non-infringing, or terminate the affected Services and refund prepaid Fees for the unused term. This indemnity does not apply to claims arising from Customer Data, from your combination of the Services with anything we did not supply, from your modification of the Services, or from your use of the Services in breach of this Agreement. This section states our entire liability, and your sole remedy, for any claim of intellectual property infringement.

12.3 Indemnity procedure

The party seeking indemnity must promptly notify the other of the claim (provided that a delay in notice relieves the indemnifying party only to the extent it is prejudiced by the delay), give the indemnifying party sole control of the defence and settlement (provided no settlement may impose any non-monetary obligation, payment or admission on the indemnified party without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defence with its own counsel at its own cost.

13. Disclaimer of warranties

The Services are provided as is and as available. To the fullest extent permitted by law, we disclaim all express and implied warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title and non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, secure, or that they will meet your requirements, and we do not warrant the accuracy or completeness of AI-generated outputs, transcriptions, or call handling. You are responsible for evaluating the suitability of the Services for your use and for reviewing AI outputs before relying on them. Nothing in this section limits the rights preserved in the Mandatory law and statutory rights section below.

14. Limitation of liability

The following limits apply to each party's liability under this Agreement:

1. neither party is liable for indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, business, anticipated savings, data or goodwill, even if advised of the possibility; and
2. each party's total aggregate liability arising out of or relating to this Agreement, whether in contract, tort (including negligence), or otherwise, will not exceed the total Fees you paid to us for the Services in the 12 months before the event giving rise to the claim.

The exclusions and cap in this section do not apply to your obligation to pay Fees, to either party's indemnification obligations, or to your breach of the Acceptable Use Policy or of our intellectual property rights. These limits apply to the fullest extent permitted by law and are subject to the Mandatory law and statutory rights section below. Each party has a duty to mitigate its losses.

15. Suspension and termination

15.1 Term

This Agreement starts when you first accept it or use the Services and continues for as long as you have an active account or subscription, unless terminated earlier in accordance with this section.

15.2 Termination by you

You may terminate this Agreement at any time by cancelling your subscription and ceasing to use the Services. Cancellation takes effect as described in the Auto-renewal and cancellation clause above. Termination does not entitle you to a refund of prepaid Fees except as expressly provided in this Agreement.

15.3 Suspension

We may suspend your access to all or part of the Services, with notice where practicable, if:

1. your use poses a security, legal or reputational risk to us, the Services, or others;
2. we reasonably suspect a breach of the Acceptable Use Policy, fraudulent activity, or unlawful use;
3. you fail to pay Fees when due and do not cure within the time given; or
4. we are required to suspend by law or by a Subprocessor or telephony carrier.

We will limit the scope and duration of a suspension to what is reasonably necessary, and we will restore access once the cause is resolved. Suspension does not relieve you of your obligation to pay Fees for the suspended period unless the suspension results from our breach.

15.4 Termination by us

We may terminate this Agreement and your account if:

1. you breach a material provision of this Agreement or the Acceptable Use Policy and, where the breach is curable, fail to cure within 14 days of notice;
2. you fail to pay Fees when due and do not cure within the time given; or
3. you become insolvent, enter administration or liquidation, or are unable to pay your debts as they fall due.

Where practicable and lawful, we will give you notice before terminating and a chance to cure a curable breach.

15.5 Data export on termination

For 30 days after termination, other than termination for breach of the Acceptable Use Policy or for unlawful use, we will, on your written request, provide you a reasonable means to export your Customer Data in a commonly used format. After that period, Customer Data may be deleted or returned in accordance with the Retention and return clause above.

15.6 Effect of termination

On termination, your right to access and use the Services ends, all outstanding Fees become immediately due, and each party must return or destroy the other's confidential information on request, subject to the export window and to legal retention requirements.

15.7 Survival

Sections that by their nature should survive termination, including those on definitions, Fees accrued before termination, data processing and privacy, intellectual property, indemnification, disclaimers, limitation of liability, confidentiality, export control and sanctions, governing law and arbitration, and the general provisions, survive termination of this Agreement.

16. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. Confidential information includes the terms of any Order, non-public technical and business information, and Customer Data. This obligation does not apply to information that is or becomes public without breach, was already lawfully known to the receiving party, is independently developed without use of the disclosing party's confidential information, or is rightfully received from a third party without restriction. A party may disclose confidential information where required by law or court order, provided it gives reasonable prior notice where lawful and cooperates in seeking protective treatment. This section survives termination.

17. Export control and sanctions

You represent that you are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive trade sanctions, and that you, your Affiliates and your beneficial owners are not identified on any restricted-party or sanctions list maintained by Singapore, the United Nations, the United States, the European Union or the United Kingdom. You will not use the Services in breach of applicable export-control or sanctions laws, will not provide access to any sanctioned or restricted party, and will not permit any person to do so on your behalf. You will indemnify us for any breach of this section.

18. Arbitration and governing law

This Agreement is governed by and construed in accordance with the laws of Singapore, without regard to its conflict-of-laws rules. Any dispute arising out of or in connection with this Agreement, including any question about its existence, validity or termination, will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time. The seat of arbitration is Singapore, the tribunal consists of one arbitrator, the language is English, and the award is final and binding on the parties. The arbitration and its existence are confidential. Nothing in this section prevents a party from seeking interim or injunctive relief from a court of competent jurisdiction to protect its rights pending arbitration.

Nothing in this section prevents an individual from exercising the statutory data-protection rights or remedies available to them, or from complaining to a competent supervisory authority, such as the Singapore Personal Data Protection Commission, the South African Information Regulator, or the individual's local data-protection authority in the EEA or United Kingdom. Statutory rights of this kind are not subject to the arbitration agreement above.

19. Marketing and communications

We will send you operational, transactional and legal notices about your account and the Services, which you cannot opt out of while you hold an account. Where applicable law requires consent for marketing communications, we will obtain it before sending them, and you may withdraw consent or opt out at any time. We will not bundle marketing consent into account creation. The marketing preferences of individuals are handled as described in our Privacy Policy.

20. Changes to these Terms

We may update these Terms from time to time. For material changes, we will give you at least 14 days notice by email to your account address or through the Services before the change takes effect, except where an earlier change is required by law or to address a security or legal risk. The current version and its effective date are shown at the end of this document. Your continued use of the Services after a change takes effect constitutes acceptance of the updated Terms. If you do not accept a change, you may cancel before it takes effect.

21. General

21.1 Order of precedence

If there is a conflict between the documents that make up this Agreement, the following order of precedence applies, except that the Data Processing Addendum prevails on the processing of Personal Data: first, any signed Order or enterprise agreement; second, the Data Processing Addendum; third, these Terms; and fourth, the Acceptable Use Policy and other incorporated policies.

21.2 Assignment

You may not assign or transfer this Agreement, in whole or in part, without our prior written consent. We may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets. Any attempted assignment in breach of this section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

21.3 Notices

Legal notices to us must be sent to legal@getsmartalex.com. We will send notices to you at the email address associated with your account or through the Services. A notice is deemed received on the next business day after it is sent, unless the sender receives an automated delivery failure. Operational notices may be given in-product.

21.4 Force majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of nature, epidemics, war, civil unrest, network or telecommunications failures, third-party provider or carrier outages, cyber-attacks, and governmental action. The affected party must use reasonable efforts to mitigate the effect of the event.

21.5 Subcontracting and Affiliates

We may perform our obligations through our Affiliates and subcontractors, including Subprocessors, but we remain responsible for their performance under this Agreement. You may extend use of the Services to your Affiliates under your account, provided you remain responsible for their compliance with this Agreement.

21.6 Independent contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship between them.

21.7 No third-party beneficiaries

Except as expressly stated, this Agreement does not confer any rights on any person who is not a party to it, and a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any of its terms.

21.8 Waiver and severability

No failure or delay in exercising a right under this Agreement operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing. If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, and the remaining provisions continue in full force.

21.9 Entire agreement

This Agreement, together with the documents it incorporates and any signed Order, is the entire agreement between you and us about the Services and supersedes all prior agreements and communications on that subject. You have not relied on any representation not set out in this Agreement. Pre-printed terms on any purchase order or similar document you issue are of no effect.

22. Mandatory law and statutory rights

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence. Where mandatory consumer-protection or other statutory rights apply to you and cannot lawfully be excluded, those rights are not affected by this Agreement, and the exclusions and limitations in this Agreement apply only to the extent permitted by those laws.

23. Schedule 1: Data categories and sources

The Services process the following categories of data. This schedule is descriptive and supplements the Data Processing Addendum and Privacy Policy, which govern in case of conflict on data-processing matters.

24. Schedule 2: Retention periods

We retain data for the periods or according to the criteria set out below, except where a longer period is required by law or a shorter period is requested by you and permitted. The Data Processing Addendum governs return and deletion of Customer Data for which we are Processor.

25. Schedule 3: Purpose and lawful basis (Controller processing)

Where we act as an independent Controller, we rely on the following lawful bases under the GDPR and equivalent grounds under other applicable laws. This schedule covers data we process to provide and protect the Services, not Customer Data we process as your Processor.

26. Schedule 4: Technical and organisational security measures

We maintain a security programme designed to protect Customer Data, reviewed periodically and updated as the Services evolve. The measures include:

• encryption of Customer Data in transit using current protocols and at rest in our infrastructure;
• role-based access controls, the principle of least privilege, and multi-factor authentication for administrative access;
• logical separation of tenants so that one customer cannot access another customer's data;
• logging and monitoring of access and security events, with alerting on anomalous activity;
• secure software development practices, including code review and dependency and vulnerability management;
• regular backups and tested restoration procedures;
• vendor and Subprocessor due diligence, with data-processing terms and transfer safeguards in place;
• an incident-response process covering detection, containment, remediation and notification; and
• personnel security, including confidentiality obligations and security-awareness training.

We are working towards SOC 2 readiness. We do not currently hold our own SOC 2 or ISO 27001 attestation, and we will not imply otherwise. Our infrastructure Subprocessors maintain SOC 2 or ISO 27001 attestations covering the services they provide to us. Further detail is set out in our Trust and Security page and our Data Processing Addendum.

27. Contact

THERCSGROUP PTE. LTD. (trading as SmartAlex)
160 Robinson Road, #14-04 Singapore Business Federation Center, Singapore 068914

• General: hello@getsmartalex.com
• Legal: legal@getsmartalex.com
• Privacy and data protection: privacy@getsmartalex.com
• Security: security@getsmartalex.com

By using SmartAlex, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

This Terms of Service is version 1.1 and is effective from 1 June 2026.