1. Who the agreement is with
These Terms of Service ("Terms") are an agreement between TWO TWO PTE LTD (UEN 202003778R), a company incorporated in Singapore with its registered office at 6 Raffles Quay, #14-06, Singapore 048580 ("we", "us"), and the organisation that signs up for or uses Vinera ("you"). Vinera is a brand of TWO TWO PTE LTD.
You accept these Terms on behalf of your organisation when you tick the acceptance box at sign-up, create a workspace, or use the services. The person accepting confirms they have authority to bind the organisation.
Where we sign an order form or separate agreement with you ("Order"), the Order prevails over these Terms on the points it covers.
2. The services
Vinera is a family of business software and services: Vinera CRM, Growth, Drive, Secure and Agents (software), and Vinera Protect (a professional data-protection service). A product may have additional terms in its Order; those apply alongside these Terms.
Each customer works in one or more workspaces. Standard workspaces run on shared infrastructure, kept apart by logical isolation in the database and storage layers. Where the Dedicated plan is ordered, your workspace runs on its own instance, database and encryption keys.
We improve the services continuously. We give at least 30 days' notice before any material reduction in functionality.
3. Accounts and workspaces
You decide who joins your workspace and what role each person has. You are responsible for the activity of the people you invite and for keeping sign-in credentials secure.
You may connect custom domains and third-party channels. The terms and charges of those third parties are between you and them.
Workspace names and identifiers are allocated first come, first served. We may reclaim one that imitates another party's name or trade mark.
4. Fees, Credits and payment
Vinera CRM has no seat fees. AI features are metered in Credits. Each workspace receives an included Credits allowance for each billing period; the included allowance expires at the end of that period. Bonus Credits expire on the date stated when they are granted. Credits you buy as a top-up remain available while your account is active.
Credits are used in this order: the period's included allowance, then bonus Credits (soonest to expire first), then purchased top-ups. When Credits run out, AI features pause and the rest of the service keeps working.
Credits have no cash value and are non-refundable. Prices are in Singapore dollars and exclude GST and other applicable taxes, which are added on the invoice. Invoices are payable as stated on the invoice.
If an invoice remains unpaid 30 days after its due date, we may suspend the workspace until it is paid. Your data is kept during suspension.
Fees for other products and for Vinera Protect are set out in the relevant Order.
5. Acceptable use
You use the services in line with our Acceptable Use Policy, which forms part of these Terms.
6. AI features
AI features (the assistant Era, smart capture from screenshots and files, document and receipt recognition, voice transcription and similar) send the content needed for each task to Microsoft Azure AI services that we operate. Under Microsoft's product terms this content is not used to train models.
AI output is a draft. Review it before you rely on it, especially amounts, dates, legal wording and contact details. Era restates any action that changes data and waits for your confirmation; you decide what is saved or sent.
Our language models use Azure global deployments, so AI content may be processed in any Azure region. Document recognition and speech services run in Singapore. Data-residency requirements for AI processing can be agreed in an Order.
7. Your data
Everything you put into a workspace ("Customer Data") belongs to you. You grant us the rights we need to host, process, back up and secure it in order to provide the services.
For personal data within Customer Data, we act as a data intermediary under Singapore's Personal Data Protection Act 2012 (PDPA) and process it only on your instructions. Your organisation remains responsible for it, including for having a lawful basis to collect it.
Customer Data is hosted on Microsoft Azure in Singapore. Databases are backed up continuously with a 35-day point-in-time recovery window in the same region.
You can export most data from within the product at any time. On written request we deliver a full workspace export within 10 business days.
To operate the platform, our authorised staff can see each workspace's usage, billing records and support tickets. A small, named group of administrators can access workspace data for maintenance under a controlled, approved and logged procedure.
8. Confidentiality
Each party keeps the other's non-public information confidential, uses it only for this agreement, and shares it only with people who need it and are bound by similar duties. This continues for as long as the information remains confidential. Disclosure required by law is permitted, with notice to the other party where the law allows.
9. Intellectual property
We and our licensors own the services, software, designs and documentation. You own your Customer Data. Neither party transfers intellectual property to the other under these Terms.
If you send us suggestions about the services, we may use them freely.
10. Sub-processors
We use the sub-processors listed on our Sub-processors page. We announce changes on that page at least 30 days in advance. If you object to a change, you may end the affected service within the notice period.
11. Service and support
We provide the services with reasonable skill and care. Availability commitments, where offered, are set out in an Order. We schedule planned maintenance outside business hours where practicable and announce it in advance.
Support is available through in-app support tickets and by email to hello@onevinera.com.
12. Term, suspension and termination
These Terms apply from acceptance until your subscription ends.
Either party may terminate if the other materially breaches these Terms and has not remedied the breach within 30 days of written notice. We may suspend a workspace, with notice, for serious or repeated breach of the Acceptable Use Policy or for non-payment under clause 4.
After termination you have 30 days to export your data. We then delete Customer Data from the live systems within 30 days. Copies in backups expire with the 35-day backup window, and operational logs with their 90-day retention period.
13. Warranties
Beyond what these Terms and any Order state, the services are provided "as is" and "as available", and we exclude implied warranties to the extent the law allows, including fitness for a particular purpose. AI output is provided as a draft, without warranty of accuracy.
Vinera Protect is a compliance and advisory service. It is not legal advice, and your organisation remains responsible for its own compliance with the PDPA.
14. Limitation of liability
To the extent the law allows, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or data.
Our total liability under these Terms is limited to the fees you paid us in the twelve months before the event giving rise to the claim.
These limits do not apply to liability for fraud, wilful misconduct, or anything else the law does not allow to be limited.
15. Indemnity
You will defend and compensate us against third-party claims arising from your Customer Data or from use of the services in breach of these Terms or the law.
We will defend and compensate you against third-party claims that the services, used as permitted, infringe that party's intellectual property rights.
16. Changes to these Terms
We may update these Terms. We give at least 30 days' notice of material changes by email or in-app notice. The version history on our Legal page shows each version and its effective date. Continued use after the effective date means you accept the update.
17. Governing law and disputes
These Terms are governed by the laws of Singapore. The parties first try to resolve any dispute through good-faith discussion for 30 days. Unresolved disputes are finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules, seated in Singapore and conducted in English.
18. General
Entire agreement: these Terms, the Privacy Policy, the Acceptable Use Policy and any Order are the whole agreement between the parties on their subject.
Assignment: neither party may transfer this agreement without the other's consent, except to an affiliate or to a successor in a merger or sale of the business.
Force majeure: neither party is liable for delay caused by events beyond its reasonable control.
Severability: if any provision is unenforceable, the rest remains in effect.
Notices: notices to us go to compliance@onevinera.com, with a copy by post to our registered office at 6 Raffles Quay, #14-06, Singapore 048580 for formal legal notices; notices to you go to your workspace administrator's email address.
Language: these Terms are published in English and Chinese. If they differ, the English version prevails.
Relationship: the parties are independent contractors.