These Terms and Conditions ("Terms") are a legal agreement between you and Red Augment Pte. Ltd. ("Red Augment", "we", "our", "us"), a company incorporated in Singapore with its registered office at 160 Robinson Road, #14-04, Singapore Business Federation Center, Singapore 068914.

These Terms are in three parts:

• Part A: Website Terms of Use applies to anyone who visits www.redaugment.com.
• Part B: Product Terms of Service applies to all Clients who subscribe to or use any of our Products.
• Part C: Product Schedules contains additional terms specific to each Product. A Schedule applies only if the Client uses that Product.

If you have signed a separate Master Services Agreement, Order Form, or Statement of Work with us, that document takes precedence over Parts B and C where they conflict.

By using our website or Products, you agree to these Terms. If you do not agree, do not use them.

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Part A: Website Terms of Use

A1. Use of the Website

You may use www.redaugment.com for lawful purposes only. You must not:

• Attempt to gain unauthorised access to any part of the site or its systems
• Use automated tools to scrape, crawl, or extract content, other than standard search engine indexing
• Introduce malware, or interfere with the site's operation or security
• Use the site to send unsolicited communications
• Misrepresent your identity or affiliation

A2. Intellectual Property

All content on the website, including text, graphics, logos, design, code, case studies, and product descriptions, is owned by Red Augment or its licensors and is protected by copyright, trademark, and other laws. "Red Augment", the Red Augment logo, and the names of our Products are trademarks of Red Augment Pte. Ltd.

You may view and print pages for your own reference. You may not copy, reproduce, republish, distribute, or create derivative works from site content without our written permission.

A3. Case Studies and Client References

Client names, logos, and results shown on the website are published with the relevant client's permission. Results described are specific to those engagements and are not a guarantee of results for any other client.

A4. Third-Party Links

The website may link to third-party sites. We do not control and are not responsible for their content, privacy practices, or availability.

A5. Disclaimer

The website is provided "as is". We make no warranty that it will be uninterrupted, error-free, or free of harmful components. Information on the website is for general purposes and does not constitute professional advice.

A6. Liability

To the fullest extent permitted by law, Red Augment is not liable for any loss or damage arising from your use of, or inability to use, the website.

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Part B: Product Terms of Service

B1. Definitions

• Client, "you", or "your" means the business entity that subscribes to a Product.
• Products means the software products we make available, including those listed in Part C and any product we add in future, together with updates and related documentation.
• Order Form means a written document (including an email confirmation or online checkout) specifying the Products, plan, fees, and term.
• Client Data means all data, content, and materials the Client uploads to, configures in, or connects to a Product, including business information, product catalogues, knowledge base content, branding, and integration credentials.
• End User means a person who interacts with a Product that the Client has deployed.
• End User Data means personal data of End Users, including Conversation Data, processed through a Product on the Client's behalf.
• Conversation Data means messages, voice audio, transcripts, and related metadata generated when an End User interacts with a Product.
• Outputs means responses, actions, and content generated by a Product using AI models.
• Schedule means the Product-specific terms in Part C.
• Subscription Term means the period specified in the Order Form, including any renewals.

B2. Account and Eligibility

1. You must be a legally registered business to use the Products. The Products are not available to consumers.
2. You are responsible for all activity under your account and for keeping login credentials confidential. Notify us immediately of any unauthorised use.
3. The person accepting these Terms confirms they have authority to bind the Client.

B3. Subscription, Pilot, and Onboarding

1. Order Forms. Each subscription is governed by an Order Form specifying the Products, plan, usage limits, fees, and term. Order Forms are incorporated into these Terms.
2. Pilots. Where we agree to a pilot, the pilot period, scope, and any charges are set out in the Order Form. Onboarding and custom theming work performed during a pilot is invoiced as an Onboarding and Custom Theming charge. Where stated in the Order Form, this charge is credited against the first subscription invoice if the Client converts to a paid plan within the specified period.
3. Onboarding. We will configure the Product according to the specifications agreed in the Order Form. You must provide required content, access, and approvals promptly. Delays caused by the Client do not extend pilot periods or defer billing.
4. Term and renewal. Unless stated otherwise in the Order Form, subscriptions are monthly and renew automatically until cancelled. Monthly subscriptions may be cancelled at any time before the next renewal date; service continues to the end of the paid month and is not renewed. Annual subscriptions renew for successive annual terms unless either party gives 30 days' notice before the renewal date.

B4. Fees and Payment

1. Fees are as stated in the Order Form and are exclusive of GST, VAT, sales tax, withholding tax, and other applicable taxes, which the Client is responsible for.
2. Subscription fees are invoiced in advance. Usage-based fees (such as call minutes, message volume, or overage) are invoiced monthly in arrears.
3. Invoices are due within 14 days of the invoice date unless otherwise stated. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
4. We may suspend access to a Product if any invoice is more than 15 days overdue, after giving 5 days' written notice.
5. Fees are non-refundable except where expressly stated in these Terms or required by law.
6. We may adjust fees at renewal by giving at least 30 days' written notice before the renewal date.

B5. Branding and Attribution

1. Where a Product is deployed under the Client's own name and visual identity, the Client is responsible for ensuring the chosen name and branding do not infringe third-party rights.
2. Unless otherwise agreed in the Order Form, each deployment includes a "Powered by RedAugment.com" attribution. Removal of this attribution is available only on plans that specify it.
3. The Client grants us a non-exclusive licence to use its name, logo, and branding solely to deliver the Product during the Subscription Term.
4. With the Client's prior written consent, we may identify the Client as a customer and describe the deployment in case studies or marketing materials. Consent may be withdrawn at any time for future use.

B6. Client Responsibilities

The Client is responsible for:

1. Accuracy of Client Data. Ensuring business information, product information, prices, availability, policies, and knowledge base content provided to a Product are accurate and kept current.
2. End User notices and consent. Publishing a privacy policy that covers the Client's use of the Product, and obtaining any consent required for data collection, recording, and marketing communications.
3. Lawful contact. Where a Product contacts End Users on the Client's behalf, ensuring every End User may lawfully be contacted under the laws of the relevant jurisdiction, including do-not-call and telemarketing regulations.
4. AI disclosure. Ensuring End Users are informed that they are interacting with an AI system where required by applicable law.
5. Integrations. Maintaining valid accounts and credentials with connected third-party platforms, and complying with those platforms' terms.
6. Review of Outputs. Reviewing the Product's configuration and monitoring Outputs for suitability in the Client's business context.
7. Compliance. Using the Product in compliance with all laws applicable to the Client's business, including consumer protection, e-commerce, and any sector-specific regulations.

B7. Acceptable Use

The Client must not, and must not permit End Users or third parties to:

1. Use a Product to send unsolicited or unlawful communications
2. Configure a Product to make false, misleading, or deceptive statements
3. Use a Product to collect sensitive personal data without a lawful basis and appropriate consent
4. Use a Product for any purpose that is illegal, harmful, discriminatory, or infringes third-party rights
5. Attempt to reverse engineer, decompile, or extract source code, models, or prompts from a Product
6. Resell, sublicense, or provide access to a Product to third parties, except as expressly permitted in a partner or reseller agreement with us
7. Circumvent usage limits, security controls, or attribution requirements
8. Use a Product to build a competing product or service
9. Submit content that is defamatory, obscene, or promotes violence or hatred

We may suspend a deployment immediately if we reasonably believe it is being used in breach of this section, and will notify the Client as soon as practicable.

B8. AI Outputs

1. Outputs are generated automatically by AI models and may be inaccurate, incomplete, or inappropriate for a given situation.
2. We do not guarantee the accuracy, completeness, or suitability of any Output. The Client is responsible for how Outputs are used in its business.
3. Transactions completed through a Product (such as orders, bookings, and signups) are executed through the Client's connected platforms. Red Augment is not a party to any transaction between the Client and an End User.
4. We may change the underlying AI models and providers used by a Product at any time to maintain or improve service quality.

B9. Integrations and Third-Party Services

1. Products connect to third-party platforms at the Client's direction. We are not responsible for the availability, performance, or data practices of those platforms.
2. If a third-party platform changes or withdraws its API, we will make reasonable efforts to adapt the integration but do not guarantee continued compatibility.
3. The Client authorises us to access and process data in connected platforms as needed to deliver the Product.

B10. Data Protection

1. Our Privacy Policy, published at www.redaugment.com, forms part of these Terms.
2. For End User Data, the Client is the data controller and Red Augment is the data processor (data intermediary under the PDPA).
3. We process End User Data only to deliver the Product, in accordance with the Client's configuration and documented instructions.
4. Where the Client requires a separate Data Processing Agreement, for example to satisfy GDPR or UK GDPR requirements, we will enter into one on request. Once signed, it is incorporated into these Terms and takes precedence over this section where they conflict.
5. We do not use Client Data or End User Data to train general-purpose AI models.
6. We will notify the Client without undue delay on becoming aware of a personal data breach affecting End User Data.
7. On termination, we will return or delete Client Data and End User Data within 30 days of the Client's written request, subject to legal retention requirements.
8. A list of our current subprocessors and AI model providers is available on request by contacting contact@redaugment.com.

B11. Intellectual Property

1. Our IP. Red Augment owns all rights in the Products, including software, models, prompts, workflows, templates, documentation, and all improvements and derivative works. The Client receives a limited, non-exclusive, non-transferable licence to use the Products during the Subscription Term.
2. Client IP. The Client retains all rights in Client Data and in its own branding. The Client grants us a licence to use Client Data solely to deliver the Product.
3. Custom work. Unless the Order Form states otherwise, custom themes, configurations, and integrations we build for a Client remain our property and are licensed to the Client for the Subscription Term.
4. Feedback. If the Client provides suggestions or feedback, we may use them without restriction or obligation.
5. Conversation Data. Conversation Data belongs to the Client. We may use aggregated, de-identified data derived from Product usage to improve our services.

B12. Confidentiality

1. Each party will keep the other's confidential information confidential and use it only for the purposes of these Terms.
2. Confidential information excludes information that is public, already known to the recipient, independently developed, or lawfully received from a third party.
3. Disclosure is permitted where required by law, provided the disclosing party gives prompt notice where legally permitted.
4. These obligations survive for 3 years after termination, and indefinitely for trade secrets.

B13. Support and Availability

1. Support is provided by email at contact@redaugment.com during Singapore business hours, Monday to Friday, excluding Singapore public holidays.
2. Response times and any uptime commitments are as stated in the Order Form or an applicable Service Level Agreement. Where none is stated, we will use reasonable efforts to keep the Products available and to respond to support requests within 2 business days.
3. We may perform scheduled maintenance with reasonable notice, and emergency maintenance without notice where necessary.

B14. Suspension and Termination

1. Termination for convenience. Either party may terminate a monthly subscription at any time before the next renewal date, effective at the end of the paid month. Annual subscriptions may be terminated at the end of the current term with 30 days' notice.
2. Termination for breach. Either party may terminate immediately if the other materially breaches these Terms and fails to remedy the breach within 14 days of written notice.
3. Insolvency. Either party may terminate immediately if the other becomes insolvent or ceases business.
4. Effect of termination. On termination, the Client's licence ends, the Product is disabled or removed from the Client's channels, and all outstanding fees become immediately payable. Fees paid in advance for the remainder of a term are not refunded, except where the Client terminates for our uncured material breach.
5. Survival. Sections B4, B10, B11, B12, B15, B16, B17, and B19 survive termination.

B15. Warranties and Disclaimers

1. We warrant that the Products will perform materially in accordance with their documentation. Our sole obligation for breach of this warranty is to use reasonable efforts to correct the non-conformity, or, if we cannot, to refund fees paid for the affected period.
2. Except as stated above, the Products are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
3. We do not warrant that the Products will meet the Client's requirements, be uninterrupted or error-free, or that Outputs will be accurate.

B16. Limitation of Liability

1. Neither party is liable for indirect, consequential, special, or punitive damages, or for loss of profits, revenue, data, or goodwill, however arising.
2. Our total aggregate liability under or in connection with these Terms is limited to the fees paid by the Client in the 12 months preceding the event giving rise to the claim.
3. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited by law.

B17. Indemnities

1. By the Client. The Client will indemnify Red Augment against claims, losses, and costs arising from: (a) Client Data; (b) the Client's breach of Section B6 or B7; (c) the Client's failure to obtain required End User consents; (d) transactions between the Client and End Users; or (e) the Client's use of the Products in breach of applicable law.
2. By Red Augment. We will indemnify the Client against third-party claims that the Products, as provided by us and used in accordance with these Terms, infringe a third-party intellectual property right. This does not apply to claims arising from Client Data, third-party integrations, or modifications not made by us. If a claim arises, we may modify the Product, obtain a licence, or terminate the affected subscription with a pro-rata refund.

B18. Changes to Products and Terms

1. We may modify the Products from time to time, provided we do not materially reduce core functionality during a paid term without the Client's agreement.
2. We may add new Products by adding a Schedule to Part C. A new Schedule does not affect Clients who do not use that Product.
3. We may update these Terms by posting a revised version and giving Clients at least 30 days' notice by email. Continued use after the effective date constitutes acceptance. If the Client does not agree, it may terminate before the effective date without penalty.

B19. Governing Law and Disputes

1. These Terms are governed by the laws of Singapore.
2. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives for 30 days.
3. Any dispute not resolved by negotiation will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with its rules for the time being in force. The seat of arbitration is Singapore, the tribunal will consist of one arbitrator, and the language will be English.
4. Nothing in this section prevents either party from seeking urgent injunctive relief in any court of competent jurisdiction.

B20. General

1. Entire agreement. These Terms, the Order Form, the Privacy Policy, any applicable Schedule, and any signed Data Processing Agreement form the entire agreement and supersede all prior discussions.
2. Assignment. The Client may not assign these Terms without our written consent. We may assign to an affiliate or successor.
3. Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control, including outages of third-party AI model providers, telephony carriers, or cloud infrastructure.
4. Notices. Notices must be in writing and sent by email to the addresses in the Order Form, or to contact@redaugment.com for notices to us.
5. Severability. If any provision is unenforceable, the remainder continues in effect.
6. No waiver. Failure to enforce a right is not a waiver of it.
7. Third parties. No person other than the parties has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 2001 of Singapore.
8. Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency.

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Part C: Product Schedules

Each Schedule applies in addition to Part B for Clients using that Product. Where a Schedule conflicts with Part B, the Schedule prevails for that Product.

Schedule 1: RedConcierge

1. Description. RedConcierge is an AI concierge deployed on the Client's website under a name and visual identity chosen by the Client. It answers End User questions and can complete actions such as cart, checkout, bookings, and membership signups through the Client's connected platforms.
2. Deployment. The Client will install the RedConcierge embed code on its website as instructed by us and will not modify it without our approval.
3. Commerce and booking actions. All orders, payments, bookings, and signups are executed through the Client's connected commerce, booking, or subscription platforms. The Client is responsible for fulfilment, refunds, cancellations, and all obligations to End Users arising from those transactions. Red Augment does not process or store payment card data.
4. Knowledge and content. The Client is responsible for the accuracy of all product, pricing, availability, policy, and business information supplied to RedConcierge, whether entered directly or retrieved through an integration.
5. Regulated goods. Where the Client sells age-restricted or regulated goods (such as alcohol or cannabis), the Client is responsible for age verification, licensing, and all applicable sales restrictions. RedConcierge does not perform legal age verification.
6. Usage limits. Conversation volume, number of assistants, and connected integrations are as specified in the Order Form. Usage above plan limits may be charged at the overage rates in the Order Form.

Schedule 2: RedEnvoy

1. Description. RedEnvoy places outbound AI voice calls on the Client's behalf using contact lists and call objectives supplied by the Client.
2. Contact lists. The Client warrants that it has a lawful basis to contact every End User on any list it supplies, and that each list has been screened against applicable do-not-call registries, including the Singapore Do Not Call Registry, Indian TRAI DND registry, and the US National Do Not Call Registry, where applicable.
3. Regulatory registration. Where local law requires the Client to register as a sender of commercial communications (for example DLT registration in India), the Client is responsible for obtaining and maintaining that registration.
4. Call recording. Where the Client enables recording, the Client is responsible for informing End Users that the call is recorded and obtaining consent where required by the laws of the End User's location.
5. AI disclosure. The Client must configure RedEnvoy to disclose that the caller is an AI system where required by law, and must not configure it to claim to be a human.
6. Prohibited uses. RedEnvoy must not be used for debt collection, political campaigning, emergency services, or any purpose prohibited by telecommunications regulations in the jurisdiction where calls are placed, unless expressly agreed in the Order Form.
7. Carriers. Call delivery depends on third-party telephony carriers. We do not guarantee call connection, audio quality, or delivery rates.
8. Usage limits. Call minutes, concurrent calls, and other usage are as specified in the Order Form. Usage above plan limits may be charged at the overage rates in the Order Form.

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Contact

Red Augment Pte. Ltd.
160 Robinson Road, #14-04
Singapore Business Federation Center
Singapore 068914
contact@redaugment.com

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