Terms of Service
DRAFT — for legal review. This document is a working draft. It has not yet been reviewed by a Singapore-qualified solicitor. Do not rely on it as legal advice. Have a lawyer review before signing.
These Terms govern your subscription to and use of the evercom.ai Service (the "Service"), an AI assistant for educational institutions.
1. The Service
The Service provides:
- A web-based AI assistant accessible to your prospective students under your institution's branding;
- An ingestion pipeline that converts your public marketing materials into a tenant-scoped knowledge base;
- A leads dashboard where qualified end-user enquiries are surfaced for your admissions team.
We may modify the Service from time to time. We will not materially degrade core functionality without 30 days' notice.
2. Subscription, fees, and term
(a) Plan. You subscribe to one of the published plans on evercom.ai/pricing. Your plan determines included usage limits and features.
(b) Term. Subscriptions are month-to-month unless otherwise agreed in writing. Either party may terminate at the end of any monthly billing cycle on 14 days' notice.
(c) Fees. Fees are stated in USD, exclusive of GST/VAT/sales tax, and are payable monthly in advance.
(d) Pilot/trial. Pilot or trial access is free of charge but governed by these Terms in full. Pilot access does not entitle you to any service-level guarantees.
(e) Late payment. We may suspend the Service if any invoice is 14 days or more overdue.
3. Your responsibilities
You agree:
- To accept and comply with the Acceptable Use Policy, which is incorporated into these Terms by reference. The public-data-only restriction in Section 1 of the AUP is a material term.
- To keep your administrator credentials secure and to notify us promptly of any compromise.
- To ensure that all individuals acting on your behalf (employees, agents, contractors) comply with these Terms and the AUP.
- That you have the authority to bind your institution to these Terms.
4. Our responsibilities
We will:
- Use commercially reasonable efforts to keep the Service available;
- Apply industry-standard safeguards to protect data in transit (TLS) and at rest (AWS-managed encryption);
- Process data in the AWS US East (N. Virginia) region unless we notify you otherwise;
- Not access your KB Content or end-user data except (i) as needed to operate, support, debug, or secure the Service, (ii) as you direct, or (iii) as required by law.
We are a sole-proprietor operator. We do not currently offer a formal SLA, 24/7 support, or a contractual data-processing addendum. If your institution requires those, this Service is not yet appropriate for you.
5. Data ownership and licence
(a) Your KB Content. As between you and us, you own your KB Content. You grant us a worldwide, non-exclusive, royalty-free licence to ingest, process, store, embed, retrieve, and display your KB Content solely as needed to operate the Service for you.
(b) End-user conversations. Conversations between end users and the AI assistant are collected by us under the Privacy Policy. Qualified leads are shared with you so you can follow up.
(c) Aggregated, de-identified data. We may use aggregated, de-identified usage metrics (e.g., total conversations per month, response-time percentiles) to operate, secure, and improve the Service.
(d) Model training. We do not train foundation models on your KB Content or on end-user conversations. The Service uses Anthropic Claude models served via Amazon Bedrock, subject to AWS's no-training-on-customer-data commitment.
6. Confidentiality
Each party will protect the other's non-public information disclosed in the course of the Service from unauthorised use or disclosure with the same care it uses to protect its own confidential information (and not less than reasonable care). This obligation survives termination.
Limitation: the Service is not designed for the exchange of confidential information. See AUP §1.
7. Warranties
(a) Mutual. Each party represents that it has the authority to enter into these Terms.
(b) Customer. You represent and warrant that all KB Content complies with AUP §1.
(c) Operator. We provide the Service on an "as is" and "as available" basis. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
8. Indemnification
(a) By Customer. You will indemnify us as set out in AUP §4.
(b) By Operator. We will defend you against any third-party claim that your authorised use of the unmodified Service infringes that third party's intellectual-property rights, and pay damages finally awarded against you on such claim. We have no liability for any claim arising from (i) your KB Content, (ii) modification of the Service by anyone other than us, or (iii) combination of the Service with any product or data not provided by us.
9. Limitation of liability
To the maximum extent permitted by law:
(a) Cap. Each party's aggregate liability arising out of or relating to these Terms is limited to the fees paid or payable by you to us in the 12 months preceding the event giving rise to liability.
(b) Exclusions. Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits, revenue, business, goodwill, or data, however caused.
(c) Carve-outs. Subsections (a) and (b) do not apply to: (i) your indemnification obligations under AUP §4 / TOS §8(a); (ii) your breach of AUP §1 (public-data-only); (iii) either party's gross negligence, wilful misconduct, or fraud; or (iv) liabilities that cannot be excluded or limited under applicable law.
10. Termination
(a) For convenience. Either party may terminate at the end of any monthly billing cycle on 14 days' written notice.
(b) For cause. Either party may terminate immediately if the other materially breaches these Terms or the AUP and fails to cure (where curable) within 14 days of written notice. We may terminate immediately, without cure period, for breach of AUP §1.
(c) Effect. On termination, your access ceases. We will provide a one-time export of your KB Content and your tenant's leads within 30 days on written request, then delete the data within 60 days.
11. General
(a) Governing law. Singapore law.
(b) Dispute resolution. SIAC arbitration in Singapore, in English, before a sole arbitrator.
(c) Assignment. You may not assign these Terms without our prior written consent. We may assign to a successor entity (including on incorporation of evercom.ai as a Singapore Pte Ltd, which is contemplated).
(d) Notices. To us: evercomai01@gmail.com. To you: the administrator email on your tenant record.
(e) Entire agreement. These Terms, together with the AUP and Privacy Policy, are the entire agreement and supersede prior discussions.
(f) No partnership. Nothing in these Terms creates a partnership, joint venture, or agency.
(g) Severability. If any provision is held unenforceable, the remainder continues in force.
Acceptance. You accept these Terms by creating a tenant on evercom.ai, by ticking the acceptance checkbox during signup, or by making payment for a paid plan, whichever comes first.