MRD Smart Chat (AI Assistant)Terms and Conditions of Service

1. Introduction, Acceptance, and Definitions

1.1 About this Agreement

These Terms and Conditions ("Terms") govern the Customer's access to and use of MRD Smart Chat, the managed AI-powered chat and customer engagement service provided by MyRepublic Digital Pte. Ltd. ("MRD," "we," "us," or "our"). These Terms, together with the applicable Order Form and any documents incorporated by reference, form a binding legal agreement (the "Agreement") between MRD and the Customer.

1.2 Acceptance

By (a) signing an Order Form, (b) clicking "I Agree" or an equivalent acceptance mechanism, (c) accessing or using the Service, or (d) instructing MRD to install the Widget on a Customer Property, the Customer accepts and agrees to be bound by this Agreement. If an individual accepts this Agreement on behalf of a company or other legal entity, that individual represents and warrants that they have the authority to bind that entity, in which case "Customer" refers to that entity. If the individual does not have such authority, or does not agree with this Agreement, that individual must not accept this Agreement and must not use the Service on the entity's behalf.

1.3 Regional application

This Agreement applies to Customers located in, or invoicing from, Singapore, Australia, New Zealand, and Indonesia. Schedule 1 (Regional Variations) forms part of this Agreement and modifies, supplements, or overrides specific clauses of these Terms depending on the Customer's invoicing address or region of incorporation, as identified on the Order Form. Where Schedule 1 conflicts with the main body of these Terms for a given region, Schedule 1 prevails for that region only.

1.4 Definitions

2. Nature of the Service

2.1 What MRD provides

MRD Smart Chat is a managed professional service. The Customer acknowledges that it engages MRD to design, configure, customise, implement, monitor, optimise, and support an AI-powered chat and customer engagement solution, delivered by MRD using its access to the Underlying Platform. MRD does not own or operate the underlying hosting, infrastructure, or platform software. The Customer agrees that MRD provides the professional services, expertise, and ongoing management layer on top of that platform. The specific activities, features, channels, and deliverables included in the Customer's plan are as set out in the applicable Order Form and Schedule 2, and may include some or all of the following:

• design and configuration of AI conversation flows, prompts, knowledge bases, and escalation logic specific to the Customer's products, services, and support processes;
• a multichannel inbox and/or widget covering channels agreed in the Order Form (which may include web chat, WhatsApp, email, SMS, and/or social messaging channels, depending on the Customer's plan);
• smart containment of routine End User queries and escalation of more complex queries to human support agents, with full conversation context and transcript attached;
• integration of the Widget with the Customer's website, app, or other digital properties; and
• ongoing monitoring, reporting, tuning, and support during the Subscription Term, at the frequency and level set out in the Order Form and Schedule 2.

2.2 What is not included in the Service

Unless separately contracted and set out in an Order Form or statement of work, the following are expressly excluded from the Service and from the fees payable under this Agreement:

• provision of human customer service agents or live-chat staffing;
• copywriting, content strategy, or marketing copy for the Customer's website or other channels;
• legal review or regulatory compliance assessment of Generated Output or chatbot responses;
• website design, development, or hosting services (unless separately purchased under MRD's Website and Digital Presence Terms and Conditions);
• CRM, e-commerce platform, or other enterprise software implementation, customisation, or administration;
• custom software development outside the scope of standard integrations described in Schedule 2; and
• any Professional Services identified in Schedule 3 as chargeable, including major redesigns, new channel deployments, substantial workflow rebuilding, and custom integration projects.

The scope of included managed service activities and the fair use limits applicable to workflow change requests are set out in Clause 3 and Schedule 3.

2.3 Customer access to their provisioned environment

As part of the Service, MRD will issue the Customer with access to their provisioned project or workspace, at the permission level MRD determines is appropriate for the Customer's plan. The extent of that access, including what the Customer can view, configure, or export within their environment, is set out in the Order Form and Schedule 2 and may vary by plan tier.

2.4 Service tiers and scope

The specific features, channels, usage limits, response-time targets, and support levels applicable to the Customer's subscription are as set out in the applicable Order Form and Schedule 2 (Service Description). Where the Order Form and Schedule 2 are silent on a feature described in these Terms, that feature is not included in the Customer's plan unless separately agreed in writing.

2.5 Changes to the Service

MRD may modify, update, add to, or discontinue features of the Service from time to time to reflect improvements in technology, changes made by the Underlying Platform Provider or any AI Provider, security requirements, or regulatory developments. MRD will use reasonable efforts to provide advance notice of any change that materially reduces the core functionality of the Service for which the Customer is paying. MRD will not materially reduce the core functionality of a paid plan during a Subscription Term without either (a) providing a reasonably equivalent replacement feature, or (b) offering the Customer a pro-rata refund or service credit for the affected portion of the Subscription Term, at MRD's reasonable discretion.

3. Managed Services Scope and Fair Use

3.1 What the subscription fee includes

Subject to the fair use limits in this Clause 3 and Schedule 3, the Customer's subscription fee includes the managed service activities set out in the applicable Order Form and Schedule 2. Not every plan includes the same activities. The Order Form and Schedule 2 are the authoritative source for what is included in the Customer's specific plan. By way of illustration, included activities may comprise some or all of the following, depending on the plan purchased:

• initial design and configuration of AI conversation workflows, intent recognition, and escalation logic as agreed at onboarding;
• setup and population of the knowledge base using Customer-Supplied Content provided by the Customer;
• configuration and testing of channels included in the Customer's plan as set out in the Order Form;
• AI prompt engineering and tuning for the Customer's approved use cases;
• integration assistance for standard integrations listed in Schedule 2 for the Customer's plan tier;
• performance monitoring and reporting at the frequency set out in the Order Form and Schedule 2;
• optimisation reviews at the frequency set out in the Order Form and Schedule 2; and
• reasonable ongoing configuration changes and tuning within the fair use limits described in Clause 3.2 and Schedule 3.

Where the Order Form or Schedule 2 is silent on a specific activity listed above, that activity is not included in the Customer's plan unless separately agreed in writing.

3.2 Fair use of managed service support

The subscription fee is based on the assumption that the Customer's requests for configuration changes, workflow modifications, and optimisation work fall within Normal Usage as described in Schedule 3. MRD will use reasonable efforts to accommodate configuration requests within the included support allowance for the Customer's plan. However, the following activities are outside the scope of the standard subscription fee and will be quoted and charged as Professional Services:

• major redesigns of the chatbot's conversational architecture or brand voice after initial go-live;
• deployment of additional channels not included in the Customer's plan;
• substantial rebuilding of workflows, for example where the Customer changes its business model, product set, or support processes in a way that requires the existing workflow to be rebuilt from scratch rather than adjusted;
• development or configuration of custom integrations not listed as standard integrations in Schedule 2;
• migration of the Service to a new Customer website, platform, or digital property;
• configuration work arising from the Customer's failure to provide accurate, timely, or complete Customer-Supplied Content at onboarding, causing rework; and
• any other project or engagement that MRD reasonably determines would require more than the hours included in the Customer's plan tier, as set out in Schedule 3.

3.3 Professional Services rates

Where MRD agrees to provide Professional Services, MRD will provide the Customer with a written estimate of the fees and timeline before commencing work, and will not proceed until the Customer approves that estimate in writing (including by email). Professional Services fees are set out in Schedule 3 or as otherwise agreed on an Order Form.

3.4 Customer cooperation

MRD's ability to configure and optimise the Service depends on the Customer's timely provision of Customer-Supplied Content, feedback, and approvals. Where the Customer's delay in providing required inputs causes a delay to a configuration milestone or optimisation review, MRD will not be in breach of this Agreement as a result of that delay, and any agreed timelines will be adjusted accordingly.

4. Excessive Usage and AI Provider Changes

4.1 AI token and LLM consumption

The Service uses AI infrastructure, including large language model ("LLM") APIs provided by AI Providers, to generate conversational responses. The cost of AI inference, commonly measured in "tokens" processed per message, varies with usage volume and message complexity, and forms part of MRD's cost of delivering the Service. The Customer's subscription fee is calculated on the basis of Normal Usage for the Customer's plan tier.

4.2 Excessive usage, definition

Usage is "Excessive Usage" where, in any calendar month, the Customer's End User interaction volumes, AI message generation volumes, or aggregate AI token consumption materially and consistently exceed the Normal Usage assumptions for the Customer's plan tier as described in Schedule 2, or where the Customer's usage patterns cause MRD to incur AI infrastructure costs that are disproportionate to the subscription fee paid.

4.3 MRD's rights on Excessive Usage

Where MRD reasonably determines that Excessive Usage is occurring or is likely to occur, MRD may, at its discretion and after providing reasonable notice to the Customer:

• apply rate limiting or throttling to the Customer's End User interactions or AI message generation to maintain service stability for MRD's other customers;
• charge the Customer overage fees for AI token consumption or message volumes above the Normal Usage threshold, at the rates set out in Schedule 2 or as otherwise notified to the Customer. Overage fees are calculated on a calendar monthly basis based on actual consumption in that month and billed in arrears on the following month's invoice; and/or
• require the Customer to upgrade to a higher plan tier that reflects actual usage levels, with any refusal to upgrade treated as grounds for suspension under Clause 7.5.

4.4 AI Provider substitution

The AI features of the Service are powered by one or more AI Providers whose models, capabilities, pricing, and terms of service may change at any time outside MRD's reasonable control. MRD may, at its discretion, substitute, upgrade, downgrade, or replace any AI model or AI Provider used to deliver the Service, provided that:

• the substituted model or provider delivers functionality that is, in MRD's reasonable assessment, substantially similar in capability to the prior model for the Customer's configured use cases;
• MRD provides the Customer with reasonable advance notice, where reasonably practicable, of any substitution that may materially affect Generated Output quality or behaviour; and
• if, following a substitution, Generated Output quality is materially degraded and MRD is unable to restore substantially equivalent performance within thirty (30) days of the Customer's written notice identifying the degradation, the Customer may terminate the affected Service and receive a pro-rata refund of prepaid fees for the unused portion of the Subscription Term, as its sole remedy.

4.5 AI Provider policy changes

The Customer acknowledges that AI Providers may impose or change usage policies, content restrictions, safety filters, or model behaviour that affect the Service's output without MRD's control. MRD will use reasonable efforts to adapt the Service's configuration to accommodate material AI Provider policy changes, but is not liable for changes in Generated Output that result directly from AI Provider policy changes outside MRD's control, provided MRD notifies the Customer of the relevant change and its impact where reasonably practicable.

4.6 Platform migration

MRD may, at its sole discretion, migrate the Customer's Service between projects, workspaces, accounts, infrastructure environments, or technology platforms, including migrating away from or to a different Underlying Platform Provider, at any time, provided that:

• MRD provides the Customer with at least thirty (30) days' written notice of any planned migration, except where the migration is required urgently for security, regulatory, or platform-availability reasons outside MRD's control, in which case MRD will provide as much advance notice as is reasonably practicable;
• the migrated Service delivers functionality that is, in MRD's reasonable assessment, substantially equivalent to the Service prior to migration; and
• MRD bears the cost and operational responsibility for the migration itself, and uses reasonable efforts to minimise disruption to the Customer's End Users during the migration process.

This Clause 4.6 supplements and extends Clause 5.2 (Provisioning of the Customer's account) and takes precedence over it in the event of any conflict.

5. Eligibility, Registration, and Authorised Users

5.1 Business customers only

The Service is intended for use by business entities and individuals acting in a business capacity, and not by consumers acting purely for personal, domestic, or household purposes. By accepting this Agreement, the Customer represents and warrants that it is acquiring the Service for use in trade or business.

5.2 Account information

The Customer must provide accurate, current, and complete information when registering for the Service and must promptly update such information if it changes. The Customer is responsible for maintaining the confidentiality of any login credentials, API keys, or account access details provided in connection with the Service and for all activity that occurs under its account, whether or not authorised by the Customer.

5.3 Authorised Users

The Customer may permit its employees and contractors to act as Authorised Users, provided that the Customer remains fully responsible for their compliance with this Agreement. The Customer must promptly remove access for any individual who is no longer authorised to use the Service on its behalf, including upon termination of that individual's employment or engagement.

5.4 Notification of unauthorised use

The Customer must notify MRD promptly upon becoming aware of any unauthorised access to or use of the Service, or any other breach of security relating to the Service.

6. The Underlying Platform

6.1 Disclosure

MRD Smart Chat is delivered using a third-party software-as-a-service customer engagement platform (the "Underlying Platform", owned and operated entirely by the "Underlying Platform Provider"). The Underlying Platform Provider owns, hosts, maintains, and is responsible for all underlying infrastructure, uptime, platform security, and software of the Underlying Platform. MRD's role is to configure and customise the Underlying Platform on the Customer's behalf as part of MRD's managed professional service. MRD does not own, host, or operate the underlying infrastructure. The Customer does not contract directly with, and has no direct contractual relationship with, the Underlying Platform Provider. References in this Agreement to "the Service" mean MRD's managed professional service, which is delivered using the Underlying Platform as its technology foundation.

6.2 Provisioning of the Customer's account

MRD will provision the Customer's access to the Underlying Platform using whichever account structure MRD considers appropriate, which may include, at MRD's sole discretion, a dedicated project or a separate workspace established for the Customer within MRD's own account with the Underlying Platform Provider. Regardless of the account structure used, the Customer's access to and use of the Underlying Platform remains part of MRD's own account with the Underlying Platform Provider, and the Customer does not thereby acquire any separate or independent account, contractual relationship, or rights directly with the Underlying Platform Provider. MRD may change the account structure used to provision the Service from time to time, provided this does not materially reduce the functionality of the Service available to the Customer. Clause 4.6 sets out MRD's broader right to migrate the Service between platforms.

6.3 Why this matters to the Customer

The Underlying Platform Provider owns and is solely responsible for all infrastructure, hosting, uptime, platform-level security, and platform software underlying the Service. MRD does not have access to the Underlying Platform's codebase, does not control its servers or data centres, and does not independently manage its availability or security patching. MRD's obligations to the Customer are limited to the professional services, configuration, and managed service layer described in Clauses 2 and 3. Because the Service depends entirely on the Underlying Platform running correctly, the Underlying Platform Provider's own obligations, limitations, and acceptable use restrictions necessarily flow through to the Customer's use of the Service. This Clause 6 sets out those obligations and restrictions so the Customer is aware of them upfront.

6.4 Restrictions that flow down to the Customer

In using the Service, the Customer must not, and must ensure its Authorised Users and End Users do not, to the extent within the Customer's control:

• attempt to reverse engineer, decompile, disassemble, copy, or create derivative works of any software, code, or materials comprising the Underlying Platform;
• remove, obscure, or alter any proprietary notices appearing within the Service or the Underlying Platform;
• attempt to access the Underlying Platform directly, other than through the Service as configured and provided by MRD;
• use the Service to harvest or collect End User data without appropriate notice and consent, or in a manner that infringes the privacy, intellectual property, or other rights of any third party;
• use the Service to transmit unsolicited advertising, spam, or any communications that would violate applicable anti-spam laws, including the Spam Act 2003 (Cth) in Australia, the Unsolicited Electronic Messages Act 2007 in New Zealand, and equivalent laws in Singapore and Indonesia; or
• use the Service in any manner that disrupts, damages, or impairs the Underlying Platform or any other customer's use of it.

6.5 No warranty as to the Underlying Platform Provider's own terms

The Customer acknowledges that MRD's right to deliver the Service using the Underlying Platform depends on MRD's own commercial arrangements with the Underlying Platform Provider. MRD does not represent or warrant to the Customer the specific terms of MRD's arrangement with the Underlying Platform Provider beyond what is expressly stated in this Agreement. If MRD's access to the Underlying Platform is suspended or terminated for reasons outside MRD's reasonable control, Clause 19 (Force Majeure) and Clause 14.5 (Service interruptions caused by third parties) apply.

6.6 "As is" elements

Certain components of the Underlying Platform are made available to MRD by the Underlying Platform Provider on an "as is" basis, without warranties of any kind from the Underlying Platform Provider. To the extent any defect, error, or limitation in the Service is attributable to the Underlying Platform itself, as opposed to MRD's configuration, customisation, or support of it, MRD's liability is subject to the limitations set out in Clause 16, and MRD's sole obligation is to use commercially reasonable efforts to seek a fix, workaround, or escalation from the Underlying Platform Provider on the Customer's behalf.

6.7 Required disclosures (data processing)

MRD will identify the Underlying Platform Provider, and any other sub-processor that processes Customer Data or End User personal data in connection with the Service, in MRD's Privacy Policy and/or Data Processing Addendum made available to the Customer separately from these Terms. The Customer should review those documents, which are incorporated into this Agreement by reference, for further detail on how Customer Data and End User data is processed, stored, and protected.

6.8 Capacity limits

The Underlying Platform applies usage and capacity limits, including a monthly active user ("MAU") allowance, as set out in the Customer's Order Form and Schedule 2. Where the Customer's End User volume approaches or exceeds the MAU allowance included in its plan, MRD will notify the Customer and discuss an appropriate plan upgrade. MRD will not deliberately disable the Widget solely for exceeding a MAU threshold without first providing reasonable notice and an opportunity to upgrade, except where required to do so by the Underlying Platform Provider. The Customer acknowledges that the Service is delivered using infrastructure and capacity that MRD manages across its customer base as a whole, and that MRD will allocate that capacity in a manner consistent with the plan purchased by the Customer.

7. Fees, Billing, and Payment

7.1 Fees and fee types

The Customer will pay the fees set out in the applicable Order Form. Depending on how MRD structures its pricing for the Customer's plan, fees may be described on an invoice or Order Form using any of the following labels, or a combination of them: a managed service fee, a platform access fee, a subscription fee, a configuration fee, a professional services fee, or an overage fee. Regardless of the label used on any invoice or Order Form, all fees charged by MRD under this Agreement are fees for MRD's own managed professional services described in Clauses 2 and 3, and for access to the Customer's provisioned environment within MRD's own account with the Underlying Platform Provider. No fee charged by MRD under this Agreement constitutes, or shall be construed as, a sublicence fee for the Underlying Platform Provider's software, and no Customer payment under this Agreement creates any direct contractual right between the Customer and the Underlying Platform Provider.

Unless stated otherwise, all fees are quoted exclusive of applicable taxes, including GST, VAT, and other indirect taxes, which will be added at the rate applicable in the Customer's region as set out in Schedule 1.

7.2 Invoicing and payment terms

Fees will be invoiced in advance for each billing period, monthly or annually as set out in the Order Form, unless otherwise agreed. Overage fees and Professional Services fees will be invoiced monthly in arrears. Invoices are payable within thirty (30) days of the invoice date, unless a different payment term is specified in the Order Form or Schedule 1 for the Customer's region.

7.3 Late payment

Without limiting MRD's other rights and remedies, MRD may charge interest on overdue amounts at the maximum rate permitted by applicable law, and may suspend the Customer's access to the Service if any undisputed invoice remains unpaid more than fifteen (15) days after MRD provides written notice of non-payment.

7.4 Fee changes

MRD may change its fees for any renewal Subscription Term by giving the Customer at least thirty (30) days' written notice prior to the renewal date. Fee changes will not apply to the then-current Subscription Term. If the Customer does not agree to a fee change, the Customer may decline to renew in accordance with Clause 8.

7.5 Mid-term adjustment for provider cost increases

Notwithstanding Clause 7.4, if the cost to MRD of delivering the Service increases materially during a Subscription Term as a direct result of a price increase imposed by the Underlying Platform Provider, any AI Provider, a third-party messaging platform (such as WhatsApp Business API), or a regulatory body, including increased telecommunications, data, or compliance levies, MRD may adjust usage-based and overage fees only, not fixed subscription fees, upon at least thirty (30) days' written notice to the Customer, provided that: (a) MRD can demonstrate the relevant third-party cost increase to the Customer's reasonable satisfaction on request; and (b) the adjustment does not exceed the proportionate increase in the relevant third-party cost as it applies to the Customer's usage. Fixed subscription fees set out in the Order Form remain unchanged for the current Subscription Term. Only variable, consumption-based, or overage components may be adjusted under this Clause 7.5.

7.6 Currency

Fees will be billed in the currency specified in Schedule 1 for the Customer's region, or as otherwise agreed on the Order Form.

7.7 Refunds

Except as expressly set out in this Agreement, in Schedule 1 to reflect mandatory local consumer protection law, or as otherwise required by applicable law, fees are non-refundable. Where MRD agrees to a refund, refunds will be calculated on a pro-rata basis for the unused portion of the relevant billing period and issued to the original payment method, unless otherwise agreed.

8. Subscription Term, Renewal, and Suspension

8.1 Commencement

The Subscription Term commences on the date set out in the Order Form, or, if no date is specified, on the date the Customer first gains access to the Service.

8.2 Renewal

Unless otherwise specified in the Order Form, the Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (for example, monthly renews monthly, annual renews annually), unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. The Customer may decline to renew, or may cancel a monthly subscription, by providing written notice to MRD or via the cancellation mechanism made available in the Customer's account, where applicable.

8.3 Trial periods

Where MRD offers the Customer a trial or evaluation period, the trial is provided for evaluation purposes only, may be limited in features or duration, and is provided without any warranty, service level commitment, or indemnity from MRD, except as required by applicable law. MRD may terminate a trial at any time without liability. If the Customer does not enter into a paid Subscription Term before the trial ends, access to the Service will end automatically.

8.4 Usage limits

Each plan is subject to the usage limits, including MAU, message volume, channel, and seat limits, set out in the applicable Order Form and Schedule 2, and the capacity limits described in Clause 6.8. Excessive Usage is governed by Clause 4. MRD will notify the Customer if usage materially and consistently exceeds the contracted plan and will work with the Customer in good faith to agree an appropriate plan upgrade.

8.5 Suspension

MRD may suspend the Customer's access to the Service, in whole or in part, without liability to the Customer, where:

• the Customer fails to pay undisputed fees in accordance with Clause 7.3;
• the Customer's use of the Service breaches Clause 9 (Acceptable Use) or otherwise exposes MRD, the Underlying Platform Provider, or any third party to legal liability or material operational risk;
• the Underlying Platform Provider suspends or restricts MRD's own access to the Underlying Platform for reasons attributable to the Customer's use of the Service;
• the Customer's activities constitute High-Risk Activities under Clause 9.5; or
• suspension is reasonably necessary to prevent harm to MRD, the Underlying Platform, other customers, or any third party, including in response to a security incident.

Where reasonably practicable, MRD will give the Customer prior notice of suspension and an opportunity to remedy the relevant issue before suspension takes effect. MRD will restore access promptly once the relevant issue is resolved.

9. Acceptable Use

9.1 General

The Customer must use the Service in compliance with all applicable laws and must not use the Service, or permit the Service to be used, to do or facilitate any of the following:

• send, publish, or facilitate any content that is unlawful, defamatory, harassing, threatening, obscene, or that infringes the intellectual property, privacy, or other rights of any third party;
• send unsolicited commercial electronic messages, or otherwise violate applicable anti-spam, telemarketing, or electronic communications laws, including the Spam Act 2003 (Cth) (Australia), the Unsolicited Electronic Messages Act 2007 (New Zealand), Singapore's Spam Control Act 2007 and Personal Data Protection Act 2012, and Indonesia's UU PDP and related electronic transactions regulations;
• collect, process, or transmit Sensitive Personal Data, such as health information, financial account credentials, government identity numbers, or payment card data, through the Service unless MRD has agreed in writing to support such processing and appropriate additional safeguards, such as a signed Data Processing Addendum, are in place;
• use the Service to support, promote, or transact business in connection with illegal goods or services; pornography or sexually explicit content; escort or adult services; unauthorised pharmaceutical or prescription products; gambling products or services; multi-level marketing or "make money online" schemes; or any other business that MRD or the Underlying Platform Provider reasonably determines poses a materially elevated legal, reputational, or deliverability risk;
• attempt to gain unauthorised access to the Service, the Underlying Platform, or any related systems or networks;
• introduce any virus, malware, or other harmful code into the Service;
• publish, disclose, or communicate to any third party any benchmarking results, performance tests, or comparative analysis of the Service without MRD's prior written consent. This includes testing conducted for competitive intelligence purposes or for publication in any form, whether or not the Customer is identified; or
• use the Service in a manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of it.

9.2 AI-specific obligations

Because the Service uses generative AI to produce responses to End Users, the Customer must:

• review and approve the knowledge base, prompts, and conversation flows configured for its account before go-live, and periodically thereafter;
• not configure or instruct the Service to impersonate a natural person, provide regulated professional advice such as legal, medical, or financial advice without appropriate disclaimers and human oversight, or make representations the Customer cannot stand behind;
• ensure that End Users are not misled into believing they are speaking with a human where this is not the case, to the extent required by applicable law (see also Clause 11.8); and
• promptly report to MRD any Generated Output that the Customer becomes aware is inaccurate, inappropriate, or harmful, so that MRD can investigate and adjust the relevant configuration.

9.3 Customer responsibility for End Users

The Customer is responsible for ensuring that its own website, app, or digital properties on which the Widget is installed comply with applicable law, including by maintaining an accurate and accessible privacy policy and cookie notice that discloses the Customer's use of the Service and any related data collection, consistent with Clause 11 (Data Protection and Privacy).

9.4 Consequences of breach

A breach of this Clause 9 is a material breach of this Agreement and may result in suspension or termination of the Service under Clauses 8.5 and 18, and may also trigger the Customer's indemnification obligations under Clause 15. Where a Customer's breach of this Clause 9 causes the Underlying Platform Provider to suspend or terminate MRD's own account or access to the Underlying Platform, the Customer will be liable to MRD for any resulting loss, in addition to MRD's other rights under this Agreement.

9.5 High-risk activities and immediate suspension

Notwithstanding Clause 8.5 and any other provision of this Agreement, MRD may suspend or terminate the Service immediately and without prior notice where the Customer's activities, use of the Service, or Customer-Supplied Content, in MRD's reasonable opinion:

• create a material risk of reputational damage to MRD's brand, business, or other customers;
• threaten, or are likely to threaten, MRD's commercial relationship or account standing with the Underlying Platform Provider or any AI Provider, including by causing MRD's own account to be flagged, suspended, or terminated by such provider;
• expose MRD or its customers to regulatory investigation, enforcement action, or criminal liability in any jurisdiction; or
• compromise the security, stability, or integrity of the Underlying Platform or MRD's hosting infrastructure.

MRD will notify the Customer as soon as reasonably practicable after such suspension or termination and will, where possible, give the Customer an opportunity to address the relevant issue before termination becomes permanent. Where MRD terminates under this Clause 9.5 and the Customer was not in material breach of this Agreement, MRD will refund any prepaid, unused fees for the remaining Subscription Term as the Customer's sole remedy.

10. Customer Data and Customer-Supplied Content

10.1 Ownership of Customer Data

As between MRD and the Customer, the Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to MRD or the Underlying Platform Provider.

10.2 Customer warranties regarding Customer Data and Customer-Supplied Content

The Customer represents and warrants that:

• it has all necessary rights, consents, and lawful basis to submit Customer Data, including End User personal data, to the Service and to permit MRD and the Underlying Platform Provider to process it as contemplated by this Agreement;
• Customer Data, and the Customer's use of the Service, will not violate any applicable law or infringe any third party's rights;
• all Customer-Supplied Content, including FAQs, policies, product information, pricing data, uploaded documents, and knowledge base articles, is, at the time of submission, accurate, complete, and not misleading; and
• Customer-Supplied Content does not infringe any third party's intellectual property, privacy, or other rights, and does not contain confidential or legally privileged information beyond what the Customer has the right to share.

10.3 MRD not responsible for Customer-Supplied Content errors

MRD configures the Service to generate responses based on Customer-Supplied Content provided by the Customer. MRD is not responsible for errors, inaccuracies, outdated information, or misleading statements in Generated Output that arise directly from inaccurate, incomplete, or out-of-date Customer-Supplied Content. The Customer is responsible for keeping Customer-Supplied Content current and accurate, and for promptly notifying MRD of any changes to its products, services, policies, or pricing that may affect the accuracy of Generated Output. MRD will use reasonable efforts to apply Customer-notified updates within the timeframe set out in Schedule 3, but is not liable for Generated Output produced before an update is applied.

10.4 Aggregated and de-identified data

MRD may use Customer Data in de-identified or aggregated form, from which the Customer and individual End Users cannot reasonably be identified, for purposes of analysing, maintaining, supporting, and improving the Service and MRD's other products, including across MRD's customer base generally.

10.5 No use of Customer Data to train third-party foundation models

MRD does not use Customer Data to train its own general-purpose AI or machine learning models for use outside the Customer's account. Where AI features of the Service rely on third-party large language model providers, MRD uses, or has confirmed that the Underlying Platform Provider uses, enterprise-tier arrangements with those providers under which Customer Data submitted via API is contractually excluded from being used to train or improve the provider's underlying foundation models. This commitment is made to the extent of, and is limited by, the corresponding commitment made to MRD by its own AI infrastructure and Underlying Platform providers, and MRD cannot independently audit those providers' internal systems.

10.6 Data backups

MRD uses commercially reasonable measures to protect Customer Data against loss, corruption, and unauthorised access, and applies backup practices consistent with MRD's data management policies and those of the Underlying Platform Provider. However, MRD does not guarantee recovery of deleted or corrupted Customer Data in all circumstances, and the Customer remains responsible for maintaining its own copies of critical business records, conversation logs, and Customer-Supplied Content that the Customer would need to reconstruct the Service or retrieve for business purposes independently of MRD. MRD's sole obligation in the event of data loss attributable to MRD is to use commercially reasonable efforts to restore the most recent available backup, subject to the liability limitations in Clause 16.

10.7 Security responsibilities

MRD and the Customer each have distinct and complementary security responsibilities in connection with the Service:

• MRD is responsible for: maintaining appropriate access controls for MRD's own personnel who administer the Service on the Customer's behalf; securing MRD's own administrative credentials and account access to the Underlying Platform; configuring the Service in accordance with reasonable security practices; and notifying the Customer promptly upon becoming aware of any security incident affecting Customer Data as required by Clause 11.7.
• The Underlying Platform Provider is responsible for: the security of the underlying infrastructure on which the Service operates, including application-level security patching, updates, and vulnerability management of the Underlying Platform itself. MRD does not have access to the Underlying Platform's codebase and does not directly apply or control security patches to the platform software. The Customer acknowledges this and accepts that platform-level security is governed by the Underlying Platform Provider's own security practices and commitments to MRD.
• The Customer is responsible for: managing and securing Authorised User access credentials and login details for the Service; promptly removing access for any Authorised User who leaves the Customer's business or is no longer authorised; ensuring End Users are not prompted to submit credentials, payment card details, or other sensitive information through the Widget; and maintaining the security of its own website, app, and other digital properties on which the Widget is installed.

Failure by the Customer to fulfil its security responsibilities under this Clause 10.7 that results in unauthorised access to, or misuse of, the Service or Customer Data will not give rise to liability on MRD's part, and the Customer's indemnification obligations under Clause 15 apply.

10.8 Data retention and deletion

Customer Data is stored on the Underlying Platform and is subject to the Underlying Platform Provider's own data retention and deletion policies, not independently to MRD's. MRD does not control the underlying data storage infrastructure and cannot make commitments about retention periods or deletion timelines that go beyond what the Underlying Platform Provider itself commits to MRD under its own terms. The applicable data retention and deletion terms are those published by the Underlying Platform Provider and incorporated into MRD's Privacy Policy and Data Processing Addendum, which are made available to the Customer separately from these Terms and incorporated by reference.

On termination or expiry of this Agreement, MRD will use reasonable efforts to facilitate the Customer's export of Customer Data during the post-termination export window described in Clause 18.4, to the extent the Underlying Platform Provider's tooling permits. Where the Customer requests deletion of specific Customer Data prior to termination, MRD will submit that request to the Underlying Platform Provider on the Customer's behalf, but cannot guarantee the timing or completeness of deletion beyond what the Underlying Platform Provider's own processes allow. The Customer remains responsible for maintaining its own copies of any Customer Data it wishes to retain independently of the Service.

11. Data Protection and Privacy

11.1 General commitment

MRD will process personal data submitted to or collected through the Service in accordance with MRD's Privacy Policy and, where applicable, a Data Processing Addendum entered into with the Customer, both of which are incorporated into this Agreement by reference. This Clause 11 summarises certain region-specific obligations; it does not limit MRD's broader obligations under applicable law.

11.2 Singapore, Personal Data Protection Act 2012 (PDPA)

Where personal data is collected, used, or disclosed in connection with the Service in Singapore, MRD will comply with its obligations as a data intermediary and/or organisation, as applicable, under the PDPA, including the Protection Obligation, Notification Obligation, and Data Breach Notification Obligation. The Customer remains responsible for ensuring End Users are given appropriate notice of, and where required, consent to, the collection, use, and disclosure of their personal data via the Widget, as required under the PDPA.

11.3 Australia, Privacy Act 1988 (Cth) and Australian Privacy Principles

Where the Service is used to collect or process personal information of individuals in Australia, MRD will handle such personal information in a manner consistent with the Australian Privacy Principles (APPs), including APP 8 (cross-border disclosure of personal information) where Customer Data is processed or stored outside Australia via the Underlying Platform. The Customer is responsible for ensuring its own privacy policy and collection notices comply with the Privacy Act 1988 (Cth) in respect of data collected via the Widget.

11.4 New Zealand, Privacy Act 2020

Where the Service is used to collect or process personal information of individuals in New Zealand, MRD will handle such personal information consistently with the Information Privacy Principles (IPPs) under the Privacy Act 2020, including obligations relating to cross-border disclosure of personal information under IPP 12 where data is processed or stored outside New Zealand.

11.5 Indonesia, Law No. 27 of 2022 on Personal Data Protection (UU PDP)

Where the Service is used to collect or process personal data of individuals in Indonesia, the Customer is responsible for obtaining valid consent, or relying on another lawful basis recognised under the UU PDP, from End Users for the collection and processing of their personal data via the Widget, and for providing End Users with clear information about automated or AI-assisted interactions, consistent with Indonesian electronic information and transactions regulations. MRD will support the Customer's compliance by providing reasonable assistance and information about MRD's own data handling practices on request. Schedule 1 sets out further region-specific considerations for Indonesia.

11.6 Cross-border data transfers

The Customer acknowledges that, because the Service is delivered using the Underlying Platform, Customer Data, including End User personal data, may be transferred to, stored in, and processed in countries other than the Customer's own, including the jurisdiction in which the Underlying Platform Provider and its own sub-processors operate. MRD will ensure that such transfers are subject to appropriate safeguards as required by applicable data protection law, as further described in MRD's Privacy Policy and Data Processing Addendum.

11.7 Data breach notification

Because Customer Data is stored on the Underlying Platform, MRD's ability to detect and report a data breach depends on the Underlying Platform Provider notifying MRD first. MRD does not operate independent security monitoring of the Underlying Platform's infrastructure and cannot detect platform-level breaches independently of the Underlying Platform Provider.

Where MRD receives notification from the Underlying Platform Provider of a security incident or data breach affecting Customer Data, MRD will pass that notification to the Customer without undue delay, together with such information as the Underlying Platform Provider has provided to MRD and that MRD is permitted to share. MRD will cooperate reasonably with the Customer to assist it in understanding the scope of the incident and meeting its own notification obligations to regulators or affected individuals under applicable law, to the extent information is available to MRD from the Underlying Platform Provider.

MRD is not liable for any delay in notifying the Customer that is attributable to a delay by the Underlying Platform Provider in notifying MRD, or for any incompleteness in the information provided where that incompleteness reflects the limits of what the Underlying Platform Provider has disclosed to MRD.

11.8 AI transparency with End Users

Where required by applicable law or regulatory guidance in the Customer's operating jurisdiction, the Customer must ensure that End Users interacting with the Widget are given reasonable notice that they may be interacting with an automated or AI system, particularly where the conversation could otherwise reasonably be mistaken for an interaction with a human agent.

12. Intellectual Property

12.1 MRD and Underlying Platform IP

As between the Customer and MRD, MRD and, where applicable, the Underlying Platform Provider and any AI Provider, retains all right, title, and interest, including all intellectual property rights, in and to the Service, the Widget, the Underlying Platform, MRD's methodologies, templates, configurations other than Customer-specific configuration content supplied by the Customer, documentation, and any underlying or related technology. Except for the limited right to use the Service as set out in this Agreement, no rights in the foregoing are granted to the Customer.

12.2 Customer's Materials

The Customer retains all intellectual property rights in materials it provides to MRD for configuring the Service, including its branding, product information, knowledge base content, Customer-Supplied Content, and policies ("Customer Materials"). The Customer grants MRD a non-exclusive, worldwide, royalty-free licence to use Customer Materials solely to provide and support the Service.

12.3 Generated Outputs, ownership

As between MRD and the Customer, the Customer owns all Generated Outputs, being AI-generated replies, summaries, or other content produced through the Customer's use of the Service. MRD does not claim any ownership, copyright, or other proprietary right in Generated Outputs. This Clause 12.3 reflects, and is no broader than, the corresponding ownership commitment made to MRD by the Underlying Platform Provider in respect of AI-generated outputs.

12.4 Generated Outputs, Customer responsibility

The Customer is solely responsible for reviewing Generated Output and ensuring its own use of it complies with applicable law. Without limiting Clause 10.3, the Customer acknowledges and agrees that:

• Generated Outputs are not professional advice. Generated Output produced by the Service does not constitute legal, financial, medical, regulatory, or other professional advice, regardless of how it is presented to End Users. The Customer must ensure appropriate disclaimers are in place where the subject matter of chatbot interactions could be mistaken for professional advice.
• Business decisions remain the Customer's. The Customer remains solely responsible for all business decisions, contractual commitments, pricing representations, regulatory compliance obligations, and customer communications made or facilitated through the Service, regardless of whether the relevant content was generated or suggested by the AI features of the Service.
• Human review is the Customer's obligation. The Customer is responsible for implementing its own human review and oversight processes for any Generated Output that relates to high-stakes decisions, regulated matters, contractual commitments, or situations where an error could cause material harm to End Users.
• Accuracy depends on Customer-Supplied Content. The accuracy and reliability of Generated Output is directly dependent on the accuracy and currency of Customer-Supplied Content, as further described in Clause 10.3.
• Generated Output creates no binding obligations on MRD. Generated Output does not create any binding commitment, representation, warranty, offer, acceptance, or contractual obligation on behalf of MRD, regardless of its content or how it is presented. Only a written statement separately confirmed by an authorised representative of MRD constitutes a binding commitment by MRD.

12.5 Feedback

If the Customer provides MRD with feedback, suggestions, or ideas about the Service, MRD may use such feedback for any purpose, including to improve the Service, without obligation or compensation to the Customer, provided this does not include the disclosure of confidential Customer Data.

12.6 Trademarks

"MRD Smart Chat," "MyRepublic Digital," and associated logos are trademarks of MyRepublic Digital Pte. Ltd. or its Affiliates. The Customer may not use MRD's trademarks without MRD's prior written consent, except as reasonably necessary to refer to the Service in the ordinary course, for example in the Customer's own internal documentation.

13. Service Level Commitment and Support

13.1 Applicability

This Clause 13 applies only to Customers subscribed to MRD Smart Chat Enterprise plans, or such other plan tier as MRD designates as eligible for a service level commitment in the Order Form. Customers on other plan tiers receive the Service without a contractual uptime commitment, though MRD will use reasonable efforts to maintain high availability for all plans.

13.2 Uptime commitment

Because all platform infrastructure is owned and operated by the Underlying Platform Provider, MRD's uptime commitment to the Customer is a pass-through of the Underlying Platform Provider's Enterprise-tier uptime commitment to MRD. MRD has subscribed to the Underlying Platform Provider's Enterprise plan, which includes a 99.9% monthly uptime SLA for the platform. On that basis, and subject to the exclusions in Clause 13.5, MRD commits to passing through a 99.9% monthly uptime target to eligible Customers. MRD's ability to honour this commitment is contingent on the Underlying Platform Provider meeting its own Enterprise SLA obligations to MRD, and Clause 13.5 reflects those same exclusions.

13.3 Service credits

If MRD does not meet the uptime commitment in Clause 13.2 in a given calendar month, the Customer may request a service credit calculated as follows:

13.4 Claiming a credit

To receive a service credit, the Customer must submit a written request to MRD within fourteen (14) days of the end of the affected calendar month, including reasonable supporting detail of the claimed downtime. Service credits will be applied against future invoices and cannot exceed the fees paid by the Customer for the affected month. Service credits are the Customer's sole and exclusive remedy for any failure by MRD to meet the uptime commitment in this Clause 13.

13.5 Exclusions

The uptime commitment in this Clause 13 does not apply to unavailability caused by or resulting from:

• scheduled maintenance for which MRD provides at least twenty-four (24) hours' advance notice;
• factors outside MRD's reasonable control, including internet, telecommunications, or power outages, denial-of-service attacks, or events described in Clause 19 (Force Majeure);
• downtime or unavailability that would be excluded under the Underlying Platform Provider's own Enterprise SLA exclusions, including without limitation scheduled or emergency maintenance carried out by the Underlying Platform Provider, infrastructure events beyond the Underlying Platform Provider's reasonable control, and any downtime excluded under the Underlying Platform Provider's then-current published Enterprise SLA terms;
• the Customer's misuse, misconfiguration, or use of the Service other than in accordance with the Documentation.

13.6 Support

MRD will provide support in accordance with the support tier and response time targets set out in the applicable Order Form and Schedule 2. In the absence of a specified support tier, MRD will provide standard business-hours support, 9am to 6pm Monday to Friday in the Customer's local time zone as identified in Schedule 1, excluding public holidays, via the channels notified to the Customer at onboarding.

14. Service Availability, Third-Party Dependencies, and Customer Systems

14.1 Beta and preview features

MRD may, from time to time, make beta, preview, or early-access features available to the Customer. Such features are provided for evaluation purposes only, may be modified or withdrawn at any time, and are provided without any warranty, SLA, or support commitment, except as required by applicable law.

14.2 Third-party integrations

Where the Customer chooses to integrate the Service with other third-party software or platforms, such as a CRM, helpdesk, or e-commerce platform, MRD is not responsible for the availability, functionality, security, or data handling practices of those third-party platforms. The Customer is solely responsible for complying with the terms of service of any such third-party platform.

14.3 Customer system failures

MRD is not responsible for any failure, interruption, error, or degradation in the Service that is caused, directly or indirectly, by:

• outages, failures, or changes to the Customer's CRM, helpdesk, e-commerce platform, or other third-party business systems;
• failures or changes to third-party APIs, webhooks, or authentication systems integrated with the Service at the Customer's request;
• outages or failures of the Customer's website, app, or other digital properties on which the Widget is installed;
• errors or inconsistencies introduced by the Customer's own integrations or customisations made outside MRD's managed configuration; or
• the Customer's failure to maintain its own systems, network connections, or dependencies in good working order.

Where such a failure causes apparent unavailability of the Service, it will not count toward any SLA calculation under Clause 13.

14.4 Changes by the Underlying Platform Provider or AI Providers

The Customer acknowledges that the Underlying Platform Provider and any AI Provider may, from time to time, change, deprecate, or discontinue features of their respective platforms. MRD will use reasonable efforts to provide advance notice to the Customer of any such change that materially affects the Service, and to adapt the Service or recommend alternatives where reasonably possible, but MRD cannot guarantee the continued availability of any specific feature. AI Provider changes are further governed by Clauses 4.4 and 4.5.

14.5 Service interruptions caused by third parties

MRD is not liable for any failure or delay in performance of the Service to the extent caused by an interruption, outage, or failure of the Underlying Platform, any AI Provider, or any other third-party service that is outside MRD's reasonable control, provided that MRD uses reasonable efforts to mitigate the impact on the Customer and to pursue any remedies available to MRD against the relevant third party.

15. Indemnification

15.1 Indemnification by the Customer

The Customer will indemnify, defend, and hold harmless MRD and its officers, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from or relating to: (a) Customer Data or Customer-Supplied Content, including any claim that either infringes a third party's rights, is inaccurate, or violates applicable law; (b) the Customer's breach of Clause 9 (Acceptable Use), Clause 10.2 (Customer warranties), or Clause 11 (Data Protection and Privacy); (c) the Customer's use of the Service in combination with third-party platforms not provided by MRD; (d) the Customer's use of, or reliance on, Generated Output without adequate human review in breach of Clause 12.4; or (e) the Customer's breach of this Agreement.

15.2 Indemnification by MRD

MRD will defend the Customer against any third-party claim alleging that the Customer's authorised use of the Service, excluding Customer Data, Customer-Supplied Content, Customer Materials, and any third-party platform or modification not made by MRD, infringes that third party's intellectual property rights, and will indemnify the Customer against damages and costs finally awarded against the Customer as a result, provided that the Customer: (a) gives MRD prompt written notice of the claim; (b) gives MRD sole control of the defence and settlement of the claim; and (c) provides reasonable cooperation, at MRD's expense. If the Service becomes, or in MRD's reasonable opinion is likely to become, the subject of an infringement claim, MRD may, at its option: (i) procure the right for the Customer to continue using the Service; (ii) modify or replace the Service to avoid the infringement while maintaining substantially equivalent functionality; or (iii) if neither option is commercially reasonable, terminate the affected Service and refund any prepaid, unused fees for the terminated portion of the Subscription Term. This Clause 15.2 states MRD's entire liability, and the Customer's sole and exclusive remedy, for any claim of intellectual property infringement.

15.3 Procedure

The indemnification obligations in this Clause 15 are conditional on the indemnified party providing prompt written notice of the relevant claim, reasonable cooperation at the indemnifying party's expense, and allowing the indemnifying party to control the defence and any settlement, provided that no settlement that imposes liability on, or requires an admission from, the indemnified party will be agreed without that party's prior written consent.

16. Warranties, Disclaimers, and Limitation of Liability

16.1 Mutual warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and that doing so does not violate any other agreement to which it is a party.

16.2 MRD's limited warranty

MRD warrants that it will perform the Service in a competent and professional manner, using reasonable skill and care consistent with good industry practice. If MRD breaches this warranty, MRD's sole obligation, and the Customer's sole remedy, is for MRD to use commercially reasonable efforts to correct the non-conforming aspect of the Service at no additional charge, provided the Customer notifies MRD of the non-conformity within thirty (30) days of first becoming aware of it.

16.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 16.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MRD DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT ANY GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR FIT FOR THE CUSTOMER'S PARTICULAR PURPOSE. THE CUSTOMER IS RESPONSIBLE FOR REVIEWING GENERATED OUTPUTS BEFORE RELYING ON THEM IN ANY MATERIAL OR HIGH-STAKES CONTEXT. MRD DOES NOT WARRANT THAT ANY PARTICULAR AI MODEL OR AI PROVIDER WILL REMAIN AVAILABLE OR UNCHANGED FOR THE DURATION OF THE SUBSCRIPTION TERM.

16.4 Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.5 Liability cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO CLAUSE 16.6, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO MRD UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.6 Carve-outs

The limitations in Clauses 16.4 and 16.5 do not apply to: (a) a party's indemnification obligations under Clause 15; (b) the Customer's payment obligations under Clause 7; (c) a party's breach of Clause 17 (Confidentiality); (d) liability arising from a party's fraud, wilful misconduct, or gross negligence; or (e) any liability that cannot be excluded or limited under applicable law, including non-excludable consumer guarantees under the Australian Consumer Law or the New Zealand Consumer Guarantees Act 1993 where they apply (see Schedule 1).

16.7 Basis of the bargain

The parties acknowledge that the limitations in this Clause 16 are an essential basis of the bargain between the parties and that MRD has set its fees in reliance on these limitations.

17. Confidentiality

17.1 Definition

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including business, technical, and financial information, and the terms of this Agreement, but not Customer Data, which is governed by Clauses 10 and 11.

17.2 Obligations

The Receiving Party will: (a) use Confidential Information only to perform its obligations or exercise its rights under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than a reasonable degree of care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and professional advisers who have a need to know and who are bound by confidentiality obligations no less protective than this Clause 17.

17.3 Exceptions

These obligations do not apply to information that the Receiving Party can demonstrate: (a) was already known to it without restriction prior to disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation. The Receiving Party may disclose Confidential Information where required by law, regulation, or court order, provided it gives the Disclosing Party reasonable advance notice where legally permitted to do so.

18. Term and Termination

18.1 Term

This Agreement commences on the date the Customer accepts it, as described in Clause 1.2, and continues until the expiry or termination of the last Subscription Term under any Order Form, unless terminated earlier in accordance with this Clause 18.

18.2 Termination for cause

Either party may terminate this Agreement, including any active Order Form, by written notice if the other party: (a) materially breaches this Agreement and fails to cure that breach within thirty (30) days of receiving written notice describing the breach, or, for non-payment, within fifteen (15) days as described in Clause 7.3; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to insolvency, administration, receivership, or equivalent proceedings that are not dismissed within sixty (60) days.

18.3 Termination for convenience

Either party may decline to renew a Subscription Term in accordance with Clause 8.2. Where the Order Form provides for a minimum committed term, neither party may terminate for convenience before the end of that minimum term, except as otherwise permitted under this Agreement.

18.4 Effect of termination

On termination or expiry of this Agreement for any reason: (a) all licences granted to the Customer under this Agreement immediately end and the Customer must cease using the Service; (b) the Customer remains liable for all fees accrued up to the effective date of termination, including any outstanding Professional Services or overage fees; (c) MRD will use reasonable efforts to facilitate export of Customer Data during the thirty (30) days following termination, to the extent the Underlying Platform Provider's tooling and post-termination data access permits, and MRD cannot guarantee data availability or export completeness beyond what the Underlying Platform Provider's own systems allow, with the Customer responsible for maintaining its own copies of critical business records in accordance with Clause 10.6; and (d) each party will return or destroy the other party's Confidential Information in its possession, except as required to be retained by law or for legitimate archival or backup purposes consistent with Clause 17.

18.5 Survival

Clauses 7 (Fees, for amounts accrued before termination), 10.1, 10.5, 11 (to the extent relating to data already processed), 12 (Intellectual Property), 15 (Indemnification), 16 (Warranties, Disclaimers, and Limitation of Liability), 17 (Confidentiality), 18.4 to 18.5, 20 (General Terms), and Schedule 1 (to the extent relevant to any surviving obligation) will survive termination or expiry of this Agreement.

19. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under this Agreement, other than payment obligations, to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, pandemic, internet or telecommunications failures, or failure of a third-party provider, including the Underlying Platform Provider or any AI Provider, to the extent outside MRD's reasonable control, provided that the affected party uses reasonable efforts to mitigate the impact and resume performance as soon as reasonably possible.

20. General Terms

20.1 Assignment

Neither party may assign or transfer this Agreement without the other party's prior written consent, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets relating to this Agreement, provided the assignee agrees to be bound by this Agreement.

20.2 Notices

Notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one business day after sending by recognised courier; or (c) when sent by email to the address notified by the receiving party for this purpose, in MRD's case the contact details on the Order Form or as published on MRD's website, provided no bounce-back or delivery failure notice is received.

20.3 Amendments

MRD may update these Terms from time to time to reflect changes in the Service, legal or regulatory requirements, or industry practice. Except for changes required for legal, security, or regulatory reasons, which may take effect immediately upon notice, MRD will provide the Customer with at least thirty (30) days' notice of any material change to these Terms before it takes effect. Continued use of the Service after the effective date of any update constitutes acceptance of the updated Terms. If the Customer does not agree to a material change, the Customer may terminate this Agreement by written notice prior to the effective date of the change, in which case MRD will refund any prepaid, unused fees for the remaining Subscription Term.

20.4 Entire agreement

This Agreement constitutes the entire agreement between the parties regarding the Service and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral, regarding its subject matter. In the event of a conflict between these Terms and an Order Form, the Order Form prevails only to the extent of the conflict and only in relation to commercial terms, such as fees, plan, and Subscription Term, expressly set out in it.

20.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

20.6 No waiver

No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right, and no waiver will be effective unless made in writing and signed by the waiving party.

20.7 Relationship of the parties

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

20.8 Subcontractors

MRD may use subcontractors, including AI Providers, to support its managed professional services obligations under this Agreement. MRD remains responsible for its own professional services and managed service layer as described in Clauses 2 and 3. For the avoidance of doubt, the Underlying Platform Provider is not a subcontractor of MRD. The Underlying Platform Provider owns and operates the platform independently, and MRD's use of that platform is as an account holder and customer of the Underlying Platform Provider, not as a party directing the Underlying Platform Provider's operations. MRD's liability in respect of the Underlying Platform Provider's performance is limited accordingly, as set out in Clauses 6, 14, and 16.

20.9 Publicity

MRD may identify the Customer as a customer of MRD Smart Chat, including using the Customer's name and logo, in MRD's marketing materials and customer lists, unless the Customer opts out by written notice to MRD. This will not be deemed an endorsement of MRD by the Customer.

20.10 Governing law and dispute resolution

This Agreement is governed by the laws specified for the Customer's region in Schedule 1, and the parties submit to the dispute resolution forum specified there for that region. Before commencing formal proceedings, including arbitration or litigation, the parties will first attempt in good faith to resolve any dispute through senior management discussions for a period of not less than thirty (30) days following written notice of the dispute, except where a party seeks urgent interim or injunctive relief.

20.11 Counterparts and electronic acceptance

This Agreement may be accepted electronically, including by clickwrap acceptance, electronic signature, or commencement of use of the Service, and such acceptance will be treated as a valid execution of this Agreement to the fullest extent permitted by applicable law in each of Singapore, Australia, New Zealand, and Indonesia.

Schedule 1 — Regional Variations

This Schedule 1 forms part of, and is incorporated into, the Agreement. It applies based on the Customer's invoicing address, country of incorporation, or registered business address as identified on the Order Form (the "Customer's Region"). Where this Schedule conflicts with the main body of the Terms, this Schedule prevails for the Customer's Region only. Where the Customer's Region is not Singapore, Australia, New Zealand, or Indonesia, the Singapore column applies by default unless MRD and the Customer agree otherwise in writing.

Schedule 1.1 — Additional Australian Consumer Law Notice

Our Service comes with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Service, you are entitled to cancel your Service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the Service or a good does not amount to a major failure, you are entitled to have problems with the Service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Service or a good. This notice applies only to the extent the Customer is a "consumer" for the purposes of the Australian Consumer Law in respect of the relevant supply.

Schedule 1.2 — Additional New Zealand Notice

Where the Customer is acquiring the Service for the purposes of a business, the parties agree that the Consumer Guarantees Act 1993 does not apply, to the extent permitted by section 43 of that Act. Where the Customer is not acquiring the Service wholly or predominantly for business purposes, nothing in this Agreement limits the Customer's rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986.

Schedule 1.3 — Additional Indonesia Notice

This Agreement, and any Order Form entered into with an Indonesian Customer, may be provided together with an Indonesian-language version where required by Law No. 24 of 2009 and its implementing regulations regarding the use of the Indonesian language in agreements involving an Indonesian party. In the event of any inconsistency between the English and Indonesian-language versions, and to the extent permitted by applicable law, the English version will prevail for interpretation purposes between MRD and the Customer, unless otherwise required by Indonesian law or otherwise agreed in writing.

Schedule 2 — Service Description

This Schedule 2 describes the standard inclusions and limits for each MRD Smart Chat plan tier. Specific figures, channel inclusions, and limits are set out on the applicable Order Form, which prevails in the event of any conflict with this Schedule. Items marked "Custom" or "As agreed" are determined on a per-customer basis and will be set out in the Order Form.

Commercial figures, allowances, and rates are confirmed on the Order Form on a per-customer basis before this Agreement is executed.

Schedule 3 — Managed Services Fair Use and Professional Services Rates

Schedule 3.1 — What is included in the subscription (fair use)

The following activities are included within the subscription fee for each billing month, subject to the fair use limits in Schedule 3.2 and to the specific inclusions set out in the Customer's Order Form and Schedule 2. Not every activity below is included on every plan. The Order Form and Schedule 2 govern what is actually included for the Customer's plan tier:

• routine review and minor adjustments to existing AI conversation flows, for example updating responses, adjusting routing rules, adding or editing FAQ entries;
• addition of new intent categories or topics within an existing workflow structure, where total workflow complexity does not materially increase;
• knowledge base updates using new Customer-Supplied Content provided by the Customer in the required format;
• configuration of standard integrations already listed as included for the Customer's plan in Schedule 2;
• performance monitoring and reporting at the frequency set out in the Order Form and Schedule 2;
• optimisation review calls at the frequency set out in the Order Form and Schedule 2; and
• general configuration support queries answered within business hours, as described in Clause 13.6.

Schedule 3.2 — Fair use limits

Schedule 3.3 — What is chargeable as Professional Services

The following activities are outside the included managed service scope and will be charged as Professional Services, quoted in advance per Clause 3.3:

• major redesign of the chatbot's conversational architecture, brand voice, or intent taxonomy after initial go-live;
• deployment of any additional channel not included in the Customer's plan;
• substantial workflow rebuild, defined as replacement of 50% or more of existing conversation paths due to a business model change or product restructure;
• development, scoping, and configuration of any custom integration not listed as a standard integration in Schedule 2;
• migration of the Service to a new website, platform, CMS, or digital property operated by the Customer;
• configuration rework required as a result of the Customer providing inaccurate, incomplete, or significantly delayed Customer-Supplied Content at onboarding; and
• any other project or engagement that MRD and the Customer agree requires Professional Services treatment, including ad hoc strategy workshops, competitor analysis, or copywriting of chatbot scripts beyond minor adjustments.

Schedule 3.4 — Professional Services rates

Rates are confirmed on the Order Form or Professional Services quote before any chargeable work commences, and may be updated by MRD with thirty (30) days' written notice.

Contact Information

If you have any questions about these Terms and Conditions, please contact us at:

By using MRD Smart Chat, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions, including Schedule 1 (Regional Variations), Schedule 2 (Service Description), and Schedule 3 (Managed Services Fair Use and Professional Services Rates).