Terms of Service

Please read these Terms of Service (“Terms”) carefully before using the Setubase platform or website operated by Setubase Ltd (“Setubase”, “we”, “us”, or “our”). These Terms form a legally binding agreement between you (and any organisation you represent) and Setubase Ltd, and apply worldwide to every visitor, user, and paying customer of the service. By accessing, purchasing, or using the service, you agree to be bound by these Terms. If you do not agree, you must not use the service.

1. Acceptance of Terms

By accessing Setubase — including our website, applications, APIs, and any associated services (collectively, the “Service”) — you confirm that you are at least 18 years old, that you have read and understood these Terms, and that you agree to be bound by them. If you are using Setubase on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms, and “you” refers to that organisation. You acknowledge that this agreement, accepted electronically, has the same legal force and effect as a written and manually signed contract.

2. Description of Service

Setubase is a software platform that enables collaboration, document control, and process automation across construction project teams — including project managers, contractors, subcontractors, consultants, and vendors. The platform is under continuous and active development. Setubase is currently offered through an early access programme, and the Service — or any part of it — may be incomplete, unstable, or materially different from any description or roadmap we have provided. Features, workflows, storage limits, integrations, and pricing may change at any time. We make no representation that the Service will meet your requirements, be uninterrupted, be secure against every threat, or be error-free.

3. Beta, Early Access, and Preview Features

Certain functionality may be designated as “beta”, “early access”, “preview”, “experimental”, or similar (“Beta Features”). Beta Features are provided for evaluation purposes only, without any warranty or service-level commitment of any kind. Beta Features: (a) may be incomplete, unstable, or materially different from their described functionality; (b) may be withdrawn, materially altered, or transitioned to a paid tier at any time without prior notice or liability; (c) are not subject to any service-level agreement, uptime commitment, or performance guarantee; (d) may not have data-migration paths if discontinued; and (e) should not be used as the basis for any production decision, compliance record, or contractual obligation without independent verification. During our early access programme, the Service as a whole may be treated as a Beta Feature for the purposes of this Section. Nothing in this Section limits the restrictions on liability set out in Sections 17 and 18.

4. AI-Generated Content and Intelligence Features

The Service includes, or may include, AI-powered features — including the Intelligence add-on — that generate outputs algorithmically by processing Customer Data and drawing on third-party model providers (collectively, “AI Features”). You acknowledge and agree that: (a) AI outputs may be inaccurate, incomplete, inconsistent, outdated, or misleading; (b) AI outputs do not constitute engineering, architectural, structural, legal, compliance, financial, or other professional advice and must not be treated or relied upon as such; (c) you are solely responsible for independently verifying all AI outputs before relying on them, acting on them, or sharing them with any third party; (d) Setubase does not warrant that AI outputs will be accurate, suitable, or fit for any particular purpose; (e) we do not use your Customer Data to train or fine-tune foundation AI models without your explicit prior written consent; (f) AI Features may be processed by third-party model inference providers who are bound by confidentiality obligations, but whose outputs we do not control; and (g) AI Features are Beta Features for the purposes of Section 3 and may be withdrawn or materially changed at any time.

5. International Use and Compliance

The Service is operated from Singapore and made available to a global audience. We make no representation that the Service is appropriate, authorised, or available for use in every location. If you access the Service from outside Singapore, you do so on your own initiative and are solely responsible for compliance with all applicable local laws, including data protection, content, tax, import/export, anti-bribery, anti-money-laundering, and sanctions laws. You may not use the Service if you are located in, or are a national or resident of, any country subject to comprehensive government sanctions or export restrictions. You are solely responsible for ensuring that your use of the Service complies with all applicable construction, building, planning, workplace safety, environmental, and industry-specific regulations in your jurisdiction. Setubase makes no representation that any output produced by the Service — including documents, approvals, audit trails, AI-generated content, or any record — satisfies any regulatory, statutory, contractual, or professional standard in any jurisdiction.

6. Your Account and Security Responsibilities

You are responsible for maintaining the confidentiality and security of your login credentials, API keys, and all activity that occurs under your account, whether or not authorised by you. You agree to use strong, unique credentials, to enable available security features, and to notify us immediately at hello@setubase.com if you suspect any unauthorised access or breach. We are not responsible for any loss or damage arising from your failure to safeguard your credentials or from unauthorised activity that occurs before you notify us. We may suspend or terminate accounts that violate these Terms or that we reasonably believe pose a security or legal risk.

7. Fees, Subscriptions and Billing

Access to paid features requires a subscription or other paid plan. You agree to pay all fees applicable to your plan in the currency and billing cycle presented at purchase, together with all applicable taxes, duties, and withholdings, which are your sole responsibility. All fees quoted exclude applicable taxes unless expressly stated otherwise. Unless stated otherwise, subscriptions renew automatically at the end of each billing period at the then-current rate until cancelled, and you authorise us (and our payment processors) to charge your payment method on each renewal. We may change pricing at any time by giving reasonable prior notice (by email or in-product notification), effective at your next renewal period; changes required by law, a regulatory requirement, currency controls, or third-party cost increases may take effect without advance notice. Failure to pay may result in immediate suspension or termination of the Service without liability to you.

8. No Refunds and No Claims

All fees and charges are non-refundable. To the maximum extent permitted by applicable law, you are not entitled to any refund, credit, rebate, or pro-rata reimbursement for any reason — including partial use or non-use of the Service, dissatisfaction, downgrade, cancellation, suspension, termination, feature removal or change, or downtime. You waive any right to charge back, dispute, or otherwise claim reversal of any properly charged payment, and you agree not to initiate any such dispute with your card issuer or bank. Except where a non-excludable statutory right applies, you waive and release any claim to recover amounts paid. Any statutory right of withdrawal that cannot lawfully be excluded is expressly waived to the extent you have requested and received access to the Service before the end of any applicable withdrawal period.

9. Acceptable Use

You agree not to use Setubase to upload or share unlawful, infringing, harmful, defamatory, or fraudulent content; to introduce malware or attempt to gain unauthorised access to our systems, networks, or other users' accounts or data; to probe, scan, overload, disrupt, or interfere with the Service (including denial-of-service activity); to reverse-engineer, decompile, scrape, or reproduce any part of the platform without written permission; to resell or provide the Service to third parties except as expressly permitted; or to use the Service in any way that violates applicable laws or the rights of others. We may investigate and take any action we deem appropriate for any suspected violation, including immediate suspension without notice.

10. Customer Data and Content

You retain ownership of the data and content you upload to the platform (“Customer Data”). You grant Setubase a worldwide, non-exclusive licence to host, store, process, transmit, back up, and display Customer Data solely as necessary to provide, secure, and improve the Service. You also grant Setubase a perpetual, irrevocable licence to generate and use aggregated, de-identified, anonymised data derived from Customer Data and usage of the Service (“Aggregated Data”) for purposes including product improvement, internal analytics, benchmarking, and AI feature development. Aggregated Data cannot reasonably be used to identify you or any individual and is not Customer Data for the purposes of these Terms. You represent and warrant that you have all rights, licences, and consents necessary to upload Customer Data and that it does not violate any law or third-party right. You are solely responsible for the accuracy, legality, currency, completeness, and appropriate backup of your Customer Data. Setubase is not responsible for any loss, corruption, or inaccuracy of Customer Data. We may remove content that we reasonably believe violates these Terms or applicable law.

11. Intellectual Property

All software, code, design, branding, documentation, and other materials comprising the Service are and remain the exclusive intellectual property of Setubase Ltd and its licensors. Except for the limited right to use the Service under these Terms, no rights are granted to you. Any feedback or suggestions you provide may be used by us without restriction or obligation to you.

12. Data Protection and Privacy

Our collection and use of personal data is governed by our Privacy Policy, available at setubase.com/privacy, which forms part of these Terms. Where we process personal data on your behalf, you are the controller and we are the processor, and you are responsible for having a lawful basis for that processing and for providing any required notices to data subjects. By using the Service, you acknowledge the collection, transfer, and use of information as described in the Privacy Policy.

13. Security and No Liability for Attacks or Data Breach

We implement reasonable technical and organisational measures designed to protect the Service and Customer Data. However, no method of transmission or storage is completely secure, and we cannot and do not guarantee that the Service or your data will be immune from unauthorised access, hacking, phishing, malware, ransomware, denial-of-service attacks, data theft, or other malicious or criminal activity. To the maximum extent permitted by applicable law, Setubase shall not be liable for any loss, corruption, disclosure, or theft of data, or for any damages arising from any security incident, cyberattack, third-party breach, or unauthorised access, provided we have taken commercially reasonable measures to secure the Service. You are responsible for maintaining your own backups and for your own security practices, including credential hygiene, multi-factor authentication, and access controls within your organisation.

14. Third-Party Services

The Service may integrate with or link to third-party products, services, AI model providers, or content that we do not control. We are not responsible for the availability, accuracy, security, privacy practices, or conduct of any third party, and your use of them is governed by their own terms and policies. Any dealings between you and a third party, including any third-party AI model provider, are solely between you and that third party. We expressly disclaim all liability arising from or in connection with your use of any third-party service.

15. Service Availability, Modifications, and Discontinuation

We do not guarantee any particular level of availability, uptime, or performance unless expressly agreed in a separate written service-level agreement signed by an authorised representative of Setubase Ltd. The Service may be unavailable due to planned maintenance, emergency maintenance, upgrades, third-party service failures, cyberattacks, or other factors within or beyond our control. We reserve the right to modify, suspend, restrict, or permanently discontinue any part of the Service — including any feature, integration, module, or plan tier — at any time and for any reason. Where we decide to permanently discontinue a material feature of a paid plan that you are actively using, we will endeavour to give reasonable prior notice by email or in-product notification where practicable, except where: (a) earlier action is required by law, regulation, or a government or regulatory order; (b) a third-party provider on which the feature depends withdraws or changes their service; (c) immediate action is necessary to protect the security, integrity, or availability of the Service or the data of any user; or (d) the feature is a Beta Feature within the meaning of Section 3. We may, without prior notice and without liability: suspend or restrict access for breach of these Terms or non-payment; remove, add, or modify features within a plan tier; change the user interface or configuration of the Service; or discontinue any Beta Feature. No modification or discontinuation of the Service entitles you to any refund, credit, or compensation.

16. Professional and Regulatory Advice Disclaimer

The Service is a project collaboration and document-management platform. Nothing in the Service, its outputs, or any communication from Setubase constitutes engineering, architectural, structural, geotechnical, civil, mechanical, electrical, fire, environmental, legal, financial, insurance, or other professional or regulatory advice. Document templates, workflow outputs, approval records, audit trails, AI-generated drafts, clash detections, blocker alerts, and all other outputs produced through the Service are provided for coordination and information-management purposes only and are not a substitute for independent professional judgement. You must engage and rely solely on qualified, licensed professionals for all decisions affecting construction design, structural integrity, building code compliance, workplace health and safety, environmental compliance, financial risk, contractual risk, or legal liability. You acknowledge that: (a) regulatory and legal requirements for construction projects vary by jurisdiction and change over time; (b) compliance with those requirements is your sole responsibility; and (c) the Service does not warrant that its outputs will satisfy any regulatory, statutory, contractual, or professional standard in any jurisdiction. Reliance on the Service as a substitute for qualified professional or regulatory advice is entirely at your own risk.

17. Disclaimers

The Service is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by law, Setubase disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranty that the Service will be uninterrupted, secure, error-free, or free of viruses or harmful components. Without limiting the foregoing, Setubase makes no warranty that: (a) the Service will meet your requirements or be suitable for any particular construction project or workflow; (b) any document, approval record, audit trail, or AI output produced through the Service will be accurate, complete, legally compliant, or accepted by any client, certifier, regulator, or court; (c) the Service will prevent or reduce construction project delays, cost overruns, defects, variations, claims, or disputes; or (d) any integration with a third-party system will be uninterrupted or error-free. You assume full responsibility for your use of the Service and for any decision made in reliance on its outputs.

18. Limitation of Liability

To the maximum extent permitted by applicable law, Setubase Ltd, its officers, directors, employees, shareholders, and suppliers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or anticipated savings, however caused and under any theory of liability — including contract, tort (including negligence), strict liability, or otherwise — even if advised of the possibility of such damages. Without limiting the foregoing, and to the maximum extent permitted by law, Setubase shall not be liable under any circumstances for: (a) any construction project delay, programme overrun, or associated delay damages (including liquidated damages, prolongation costs, or acceleration costs); (b) any cost overrun, variation, additional expenditure, or contract re-pricing arising from or connected to information produced by, processed through, or omitted from the Service; (c) any construction defect, rework, rectification, or warranty cost; (d) any fine, penalty, licence suspension, or sanction imposed by any regulatory, governmental, or professional authority; (e) any third-party claim made against you — by a project owner, client, head contractor, subcontractor, insurer, financier, or any other party — arising from your use of or reliance on the Service; (f) any loss arising from the failure of the Service to detect, prevent, or flag any issue, risk, clash, non-conformance, hold point, regulatory requirement, or document revision; or (g) any loss arising from reliance on AI-generated outputs, document version records, approval records, audit trails, or any other Service output. Our total aggregate liability for all claims arising out of or relating to these Terms or the Service shall not exceed the total fees actually paid by you to Setubase in the three (3) months immediately preceding the event giving rise to the claim, or one hundred US dollars (US$100) if no fees were paid in that period. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by our proven negligence or for fraudulent misrepresentation.

19. Indemnification

You agree to defend, indemnify, and hold harmless Setubase Ltd and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or connected with: your use of the Service; your Customer Data; your breach of these Terms; your violation of any law or third-party right; any claim by a project stakeholder, regulator, or third party arising from your use of or reliance on Service outputs; or any misuse of AI Feature outputs by you or your users.

20. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, armed conflict, civil unrest, labour disputes, epidemics, pandemics, government action or inaction, failures of telecommunications infrastructure, internet service providers, or hosting providers, power outages, cyberattacks, ransomware, denial-of-service attacks, supply chain disruptions, or any change in law or regulatory requirement that prevents or restricts performance.

21. Time Limit on Claims

To the extent permitted by law, any claim or cause of action arising out of or relating to the Service or these Terms must be commenced within twelve (12) months after the date on which the claimant knew or should reasonably have known of the facts giving rise to the claim, otherwise it is permanently barred. This limitation applies regardless of any statute of limitations that might otherwise apply.

22. Termination

Either party may terminate use of the Service at any time. You may close your account by emailing hello@setubase.com. We may suspend or terminate your access immediately and without prior notice if we believe you have violated these Terms, if you have failed to pay any amount due, if we are required to do so by law or a regulatory authority, or if we reasonably believe that continued access poses a security, legal, or financial risk. Upon termination for any reason: (a) your right to access or use the Service ceases immediately; (b) all amounts owed to Setubase become immediately due and payable; (c) no refund is due; and (d) we may delete your Customer Data in accordance with our Privacy Policy. Provisions that by their nature should survive termination — including payment obligations, disclaimers, limitations of liability, indemnities, intellectual property rights, Aggregated Data licences, and governing-law provisions — will survive.

23. Changes to the Service and These Terms

We reserve the right to modify or discontinue the Service (or any part of it) at any time in accordance with Section 15. We may also update these Terms from time to time. When we do, we will revise the “Last updated” date at the top. For changes to these Terms that are materially adverse to you — meaning they materially reduce your rights, materially increase your obligations, or alter the limitation of liability, governing law, or dispute resolution provisions — we will endeavour to provide reasonable prior notice by email or in-product notification before the change takes effect where practicable, unless notice is not possible due to a legal requirement, court order, or urgent security reason. Non-material changes — including clarifications, corrections, restructuring that does not alter substance, renumbering, and changes required to comply with applicable law — take effect immediately upon posting. Your continued use of the Service after any change takes effect constitutes your acceptance of the revised Terms. If you do not accept a materially adverse change, your sole remedy is to stop using the Service and close your account before the change takes effect; no refund will be due.

24. Governing Law, Jurisdiction and Class-Action Waiver

These Terms and any dispute arising out of or in connection with them are governed by the laws of Singapore, without regard to conflict-of-law rules. Subject to any non-excludable rights under your local law, you and Setubase submit to the exclusive jurisdiction of the courts of Singapore for any dispute that is not resolved by the parties. Before commencing any formal legal proceedings against Setubase, you agree to notify us in writing at hello@setubase.com, describing the dispute and the relief sought, and to give us 30 days to attempt to resolve the matter informally. This pre-litigation notice requirement does not apply to applications for urgent injunctive or other interlocutory relief. To the maximum extent permitted by applicable law, all disputes must be brought in your individual capacity and not as a plaintiff or class member in any purported class action, collective action, or representative proceeding, and you expressly waive any right to participate in such a proceeding.

25. General

These Terms, together with the Privacy Policy and any order confirmation, subscription plan, or data processing addendum, constitute the entire agreement between you and Setubase with respect to the Service and supersede all prior or contemporaneous agreements, representations, or understandings on their subject matter. Any purchase order, vendor agreement, master services agreement, or other commercial document submitted by you that contains terms inconsistent with or additional to these Terms is void and has no legal effect unless expressly accepted in writing by an authorised representative of Setubase Ltd. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and Setubase. You may not assign or transfer these Terms or any rights under them without our prior written consent; we may assign them freely, including in connection with a merger, acquisition, restructuring, or sale of assets, and we will provide reasonable notice of any such assignment. If any provision of these Terms is found by a court of competent jurisdiction to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full effect. Our failure to enforce any right or provision is not a waiver of that right. Written notices under these Terms may be given by email and are deemed received on the next business day after sending; notices to us must be sent to hello@setubase.com. Headings are for convenience only and do not affect interpretation.

26. Contact

If you have any questions about these Terms, wish to raise a concern, or need to notify us of a legal matter, please contact us at hello@setubase.com. We will endeavour to respond to enquiries in a timely manner.