Introduction
Quantum Heaps Pte Ltd (“Quantum Heaps”, “we”, “us”, or “our”) is a company incorporated in Singapore that provides Software as a Service (“SaaS”) solutions to customers worldwide. These Terms of Service (“Terms”) govern your (“Customer”, “you”, or “your”) access to and use of Quantum Heaps’ web-based applications, platforms, and related services (collectively, the “Service”). By registering for, accessing, or using the Service, you agree to be bound by these Terms, which form a legally binding agreement between you and Quantum Heaps. If you do not agree to these Terms, you must not use the Service.
- Definitions and Interpretation
1.1 “Agreement” means these Terms of Service and all materials referred to or linked herein, including any Order Forms, Data Processing Agreements, Acceptable Use Policies, and Product Specific Terms.
1.2 “Account” means the account created by or for you to access and use the Service.
1.3 “Authorized User” means your employees, representatives, consultants, contractors, or agents who are authorized by you to use the Service and have unique user identifications and passwords.
1.4 “Beta Services” means any pre-release, experimental, or limited-availability features or services designated as beta, pilot, developer preview, or similar by Quantum Heaps.
1.5 “Confidential Information” means all confidential or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, that is designated as confidential or that a reasonable person would consider confidential, including business, technical, and financial information.
1.6 “Customer Data” means all information, data, and content submitted, uploaded, or collected by you or your Authorized Users via the Service, excluding Quantum Heaps Content.
1.7 “Fees” means all amounts payable by you for the Service, as specified in an Order Form or as otherwise agreed.
1.8 “Order Form” means the Quantum Heaps-approved form or online process by which you agree to subscribe to the Service and purchase any additional services.
1.9 “Personal Data” means any data, whether true or not, about an individual who can be identified from that data, as defined under the PDPA.
1.10 “Service” means all web based applications, tools, platforms, and related services provided by Quantum Heaps to which you have subscribed under an Order Form or that are otherwise made available to you.
1.11 “Subscription Term” means the initial term of your subscription to the Service as specified in your Order Form, and each subsequent renewal period.
1.12 “Third-Party Services” means products, applications, or services provided by third parties that interoperate with or are used in connection with the Service.
1.13 Interpretation. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to “including” mean “including without limitation.” - Acceptance of Terms
2.1 Agreement Formation. By registering for an Account, clicking “I agree” (or similar), or using the Service, you accept and agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
2.2 Updates to Terms. Quantum Heaps may update these Terms from time to time. We will provide notice of material changes via email, in-app notification, or by posting the updated Terms on our website. Your continued use of the Service after such notice constitutes your acceptance of the updated Terms.
2.3 Enforceability. These Terms are enforceable under Singapore law, subject to the principles of contract formation, offer and acceptance, and the requirements of the Electronic Transactions Act. For maximum enforceability, Quantum Heaps employs a clickwrap mechanism requiring affirmative acceptance of these Terms during account registration or subscription purchase. - Description of Service
3.1 Service Scope. Quantum Heaps provides cloud based software as a service solutions, including but not limited to data analytics, workflow automation, and integration tools, accessible via our website or designated URLs. During the Subscription Term, Quantum Heaps will provide you and your Authorized Users with access to the Service as described in the applicable Order Form and these Terms.
3.2 Service Features. The Service includes the features, functionalities, and modules specified in your Order Form or as otherwise made available by Quantum Heaps. Quantum Heaps may modify, enhance, or discontinue features from time to time, provided that any material reduction in core functionality will be communicated in advance.
3.3 Service Levels and Availability. Quantum Heaps will use commercially reasonable efforts to make the Service available at least 99.9% of the time, excluding scheduled maintenance, force majeure events, and outages caused by third-party providers or your actions. Details of service levels, uptime commitments, and remedies for non-compliance are set out in the Service Level Agreement (“SLA”).
3.4 Beta Services. From time to time, we may offer Beta Services for evaluation purposes. Beta Services are provided “as is,” may contain defects, and may be discontinued at any time without notice. Your use of Beta Services is at your own risk, and we disclaim all warranties and liabilities related to Beta Services.
3.5 Additional Features and Upgrades. You may subscribe to additional features or modules by placing an additional Order Form or activating features within the Service. Upgrades may be subject to additional Fees. - Account Registration and Responsibilities
4.1 Account Creation. To access the Service, you must create an Account and provide accurate, complete, and up to date information. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.
4.2 Authorized Users. You are responsible for ensuring that all Authorized Users comply with these Terms. You must promptly notify Quantum Heaps of any unauthorized use of your Account or any security breach.
4.3 Account Security. You must implement reasonable security measures to protect your Account, including using strong passwords and enabling multi-factor authentication where available.
4.4 Account Information. You agree to keep your business information, including company name, address, and primary contact, up to date at all times.
4.5 Restrictions. You may not share Account credentials with unauthorized persons or permit third parties to access the Service except as expressly permitted by these Terms.
4.6 User Conduct. You and your Authorized Users must use the Service in compliance with all applicable laws and these Terms. You are responsible for all actions taken through your Account. - Fees, Billing, and Payment Terms
5.1 Fees. You agree to pay all Fees specified in your Order Form or as otherwise agreed in writing. Fees are exclusive of taxes, which will be charged as applicable.
5.2 Billing and Invoicing. Unless otherwise specified, Fees are billed in advance for each Subscription Term. Invoices are due and payable within thirty (30) days of the invoice date. Quantum Heaps may suspend or terminate the Service for non payment after providing notice and a reasonable cure period.
5.3 Payment Methods. You must provide a valid payment method (e.g., credit card, bank transfer) and authorize Quantum Heaps to charge all Fees to such method. You are responsible for keeping payment information current.
5.4 Taxes. All Fees are exclusive of goods and services tax (GST), value added tax (VAT), withholding tax, or other applicable taxes. You are responsible for all such taxes except those based solely on Quantum Heaps’ income.
5.5 Fee Adjustments. Upon renewal, Quantum Heaps may adjust Fees to its then current list price by providing at least thirty (30) days’ notice prior to the renewal date.
5.6 Disputed Charges. If you dispute any Fees, you must notify Quantum Heaps in writing within fifteen (15) days of the invoice date. Undisputed amounts must be paid on time.
5.7 Refunds. Except as expressly provided in these Terms or required by law, all payments are non refundable. - Free Trials, Beta Services, and Upgrades
6.1 Free Trials. Quantum Heaps may offer free trials of the Service at its discretion. Free trials are provided “as is” without warranties or service level commitments and may be terminated at any time without notice.
6.2 Beta Services. From time to time, Quantum Heaps may invite you to try Beta Services at no charge. Beta Services are provided for evaluation purposes only, are not supported, may contain bugs or errors, and may be modified or discontinued at any time. Beta Services are not subject to service level or support commitments, and Quantum Heaps disclaims all liability for Beta Services.
6.3 Upgrades and Downgrades. You may upgrade your subscription by activating additional features or modules. Downgrades are not permitted during the current Subscription Term unless otherwise agreed. - Intellectual Property Rights and Licenses
7.1 Ownership. Quantum Heaps retains all right, title, and interest in and to the Service, including all software, documentation, designs, trademarks, and other intellectual property (“Quantum Heaps IP”). No rights are granted to you except as expressly set forth in these Terms.
7.2 License to Customer. Subject to your compliance with these Terms and payment of all applicable Fees, Quantum Heaps grants you a limited, non exclusive, non transferable, non sublicensable license to access and use the Service during the Subscription Term for your internal business purposes.
7.3 Restrictions. You may not (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble the Service; (c) remove or alter any proprietary notices; (d) use the Service for the benefit of any third party except as expressly permitted; or (e) access the Service to build a competing product or service.
7.4 Customer Data and Materials. You retain all rights in Customer Data and any materials you upload or submit to the Service. You grant Quantum Heaps a non exclusive, worldwide, royalty free license to use, host, store, reproduce, modify, and display Customer Data solely as necessary to provide and improve the Service.
7.5 Feedback. If you provide feedback, suggestions, or ideas regarding the Service, Quantum Heaps may use such feedback without restriction or obligation. - Customer Data, Privacy, and Data Processing
8.1 Data Ownership. You own and retain all rights to Customer Data. Quantum Heaps will not access, use, or disclose Customer Data except as necessary to provide the Service, comply with legal obligations, or as otherwise authorized by you.
8.2 Data Protection. Quantum Heaps will implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss, or disclosure, in accordance with the PDPA and industry standards.
8.3 Data Processing Agreement. Where required by law, Quantum Heaps’ Data Processing Agreement (“DPA”) is incorporated by reference and governs the processing of Personal Data on your behalf.
8.4 Data Transfers. If Customer Data is transferred outside Singapore, Quantum Heaps will ensure that such transfers comply with the PDPA’s Transfer Limitation Obligation and that adequate safeguards are in place.
8.5 Data Retention and Deletion. Upon termination or expiration of your subscription, Quantum Heaps will retain Customer Data for a limited period as specified in the DPA or Order Form, after which it will be securely deleted unless otherwise required by law.
8.6 Privacy Policy. For more information on data practices, please refer to Quantum Heaps’ Privacy Policy, which forms part of these Terms. - Acceptable Use Policy and Prohibited Conduct
9.1 Acceptable Use. You and your Authorized Users must use the Service in compliance with these Terms, the Acceptable Use Policy (“AUP”), and all applicable laws and regulations.
9.2 Prohibited Conduct. You may not, and may not permit others to:
– Use the Service for any unlawful, fraudulent, or harmful purpose;
– Interfere with or disrupt the integrity or performance of the Service or data contained therein;
– Attempt to gain unauthorized access to the Service or related systems;
– Transmit viruses, malware, or other harmful code;
– Infringe the intellectual property or privacy rights of Quantum Heaps or any third party;
– Use the Service to send unsolicited or unauthorized advertising, spam, or other forms of solicitation;
– Circumvent or disable security features of the Service.
9.3 Enforcement. Quantum Heaps reserves the right to investigate violations of this section and may suspend or terminate access to the Service for violations, with or without notice. - Service Levels, Availability, and Support
10.1 Uptime Commitment. Quantum Heaps will use commercially reasonable efforts to ensure that the Service is available at least 99.9% of the time each calendar month, excluding scheduled maintenance and force majeure events.
10.2 Scheduled Maintenance. Quantum Heaps will provide advance notice of scheduled maintenance that may affect Service availability. Scheduled maintenance will be conducted outside of peak usage hours where practicable.
10.3 Support Services. Quantum Heaps will provide support via email, chat, or other channels as specified in your Order Form or the SLA. Support hours, response times, and escalation procedures are detailed in the SLA.
10.4 Remedies for Downtime. If Quantum Heaps fails to meet the uptime commitment, you may be eligible for service credits as specified in the SLA. Service credits are your sole and exclusive remedy for downtime or service interruptions. - Term, Renewal, and Termination
11.1 Term. The initial Subscription Term will be specified in your Order Form. Unless otherwise stated, subscriptions automatically renew for successive periods equal to the initial term, unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term.
11.2 Termination for Convenience. Either party may terminate the Agreement at the end of the current Subscription Term by providing written notice of non renewal as specified above.
11.3 Termination for Cause. Either party may terminate the Agreement immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure such breach within thirty (30) days of notice; (b) becomes insolvent or subject to bankruptcy proceedings; or (c) ceases business operations.
11.4 Effect of Termination. Upon termination or expiration, your right to access the Service will cease, and you must stop all use of the Service. Quantum Heaps will make Customer Data available for export for a limited period as specified in the DPA or Order Form.
11.5 Survival. Provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, and dispute resolution will survive termination or expiration of the Agreement. - Suspension and Remedies for Non Payment or Misuse
12.1 Suspension for Non Payment. Quantum Heaps may suspend access to the Service if you fail to pay undisputed Fees within thirty (30) days of the due date, after providing notice and a reasonable opportunity to cure.
12.2 Suspension for Prohibited Acts. Quantum Heaps may suspend or restrict access to the Service without notice if your use poses a security risk, violates the AUP, or may cause harm to Quantum Heaps, its customers, or third parties.
12.3 Suspension for Present Harm. If your use of the Service causes or threatens immediate harm to the Service or others, Quantum Heaps may suspend access immediately and will notify you as soon as practicable.
12.4 Remedies. Suspension does not relieve you of your payment obligations. Quantum Heaps will reinstate access promptly upon resolution of the underlying issue. - Confidentiality and Non Disclosure
13.1 Obligations. Each party agrees to protect the Confidential Information of the other party using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Confidential Information may only be used for the purposes of performing obligations under this Agreement.
13.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
13.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives prompt notice to the Disclosing Party (where permitted) and cooperates in seeking protective measures.
13.4 Return or Destruction. Upon termination or request, the Receiving Party will return or securely destroy all Confidential Information of the Disclosing Party, except as required by law. - Warranties, Disclaimers, and No Guarantees
14.1 Performance Warranty. Quantum Heaps warrants that the Service will perform materially in accordance with the documentation and will be provided in a manner consistent with generally accepted industry standards.
14.2 Disclaimer of Warranties. Except as expressly stated in these Terms, the Service is provided “as is” and “as available,” without warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non infringement, or uninterrupted or error free operation.
14.3 No Indirect Damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, even if advised of the possibility of such damages.
14.4 Third Party Services. Quantum Heaps disclaims all liability for Third Party Services that you use in connection with the Service. Your use of Third Party Services is subject to their own terms and conditions. - Limitation of Liability and Indemnification
15.1 Limitation of Liability. To the maximum extent permitted by law, the aggregate liability of Quantum Heaps and its affiliates for any claim arising out of or relating to this Agreement will not exceed the total Fees paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim.
15.2 Exclusions. The above limitation does not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.
15.3 Indemnification by Customer. You agree to indemnify, defend, and hold harmless Quantum Heaps and its affiliates from and against any third-party claims, damages, or losses arising from (a) your use of the Service in violation of these Terms or applicable law; (b) your infringement of third-party rights; or (c) Customer Data.
15.4 Indemnification by Quantum Heaps. Quantum Heaps will indemnify you against third party claims that the Service, as provided, infringes any intellectual property right, provided you promptly notify Quantum Heaps and cooperate in the defense. - Third Party Services and Integrations
16.1 Third Party Services. The Service may interoperate with or include links to Third Party Services. Quantum Heaps does not control and is not responsible for Third Party Services, which are subject to their own terms and privacy policies.
16.2 Customer Responsibility. You are solely responsible for your use of Third Party Services and any data shared with or accessed by such services.
16.3 No Warranty. Quantum Heaps makes no representations or warranties regarding Third Party Services and disclaims all liability arising from their use. - Security, Data Breach Notification, and Incident Response
17.1 Security Measures. Quantum Heaps will implement and maintain appropriate technical and organizational security measures to protect Customer Data, including encryption, access controls, regular security assessments, and staff training.
17.2 Incident Response. In the event of a data breach or security incident affecting Customer Data, Quantum Heaps will promptly notify you, investigate the incident, and take reasonable steps to mitigate its effects.
17.3 Customer Obligations. You are responsible for maintaining the security of your Account credentials and for promptly notifying Quantum Heaps of any suspected unauthorized access or security incidents. - Governing Law, Dispute Resolution, and SIAC Arbitration
18.1 Governing Law. These Terms are governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.
18.2 Dispute Resolution. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of arbitration shall be English. The law governing this arbitration agreement shall be Singapore law.
18.3 Injunctive Relief. Notwithstanding the above, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. - Miscellaneous Provisions
19.1 Amendment; No Waiver. Quantum Heaps may amend these Terms by posting a revised version on its website or notifying you by email. No waiver of any provision is effective unless in writing and signed by both parties.
19.2 Force Majeure. Neither party will be liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or outages of third party networks or services.
19.3 Assignment. You may not assign or transfer this Agreement without Quantum Heaps’ prior written consent. Quantum Heaps may assign this Agreement in connection with a merger, acquisition, or sale of assets.
19.4 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in effect.
19.5 Notices. Notices must be sent to the contact address specified in your Order Form or to Quantum Heaps’ registered address in Singapore.
19.6 Entire Agreement. These Terms, together with any Order Forms, DPA, SLA, and referenced policies, constitute the entire agreement between the parties and supersede all prior agreements or understandings.
19.7 No Third Party Beneficiaries. Nothing in these Terms is intended to confer any rights or remedies on any third party.
19.8 Relationship of the Parties. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
19.9 Survival. Provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination or expiration of the Agreement. - Jurisdiction-Specific Considerations
20.1 Singapore Users. These Terms are governed by Singapore law and comply with the PDPA, Electronic Transactions Act, and other relevant statutes. Disputes are subject to SIAC arbitration in Singapore.
20.2 Hong Kong Users. If you are located in Hong Kong, Quantum Heaps will comply with the Personal Data (Privacy) Ordinance (“PDPO”) for the processing and cross border transfer of personal data. Model contractual clauses for data transfers may be incorporated as required.
20.3 Other Jurisdictions. If you access the Service from other jurisdictions, you are responsible for compliance with local laws. Quantum Heaps makes no representation that the Service is appropriate or available for use in all locations. - Formatting, Presentation, and User Consent Mechanisms
21.1 Formatting and Accessibility. These Terms are presented with clear section headings, numbered clauses, and plain legal English for readability and accessibility. Hyperlinks to referenced policies (e.g., Privacy Policy, AUP, DPA) are provided.
21.2 User Consent. Quantum Heaps employs a clickwrap mechanism requiring users to affirmatively accept these Terms during account registration or subscription purchase. Consent records, including date, time, and version of the Terms, are maintained for audit purposes.
21.3 Updates and Notifications. Material changes to these Terms are communicated via email, in-app notification, or website posting. Users are required to re accept updated Terms where legally required. - Contact Information
If you have any questions about these Terms or wish to provide notice under this Agreement, please contact:
Quantum Heaps Pte Ltd
[Registered Address in Singapore]Email: [legal@quantumheaps.com]Attention: Legal Department
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.