Terms of Service

1. The Service and pilot status

The "Service" is the Othersmind platform: a web application for construction contractors providing project dashboards, progress-claim and variation-order tracking, document and approval registers, material control, optional Gmail inbox intelligence (read-only), and AI agents that classify correspondence, monitor deadlines, generate briefings and prepare drafts for human review.

Pilot status. The Service is currently offered as an early-access pilot. Features may change, and the service-level position in section 9 applies. Where we agree pilot-specific arrangements with a Customer in writing (including fee waivers), that written agreement prevails over the corresponding provision of these Terms for that Customer.

2. Accounts and authorised users

• Accounts are provisioned for the Customer's authorised personnel ("Authorised Users") via Google Sign-In against an explicit allow-list we maintain. Access is role-based and project-scoped.
• The Customer is responsible for keeping its list of Authorised Users current, and must tell us promptly when a person should be removed (for example, when they leave the Customer's employment).
• Authorised Users must keep their sign-in credentials secure. The Customer is responsible for all activity under its Authorised Users' accounts, except to the extent caused by our breach of these Terms.
• The Service must not be used: to violate any law; to infringe any third party's rights; to attempt to gain unauthorised access to any system or data; or to resell or provide the Service to third parties except as agreed in writing.

3. Customer Data and your responsibilities

"Customer Data" means data submitted to the Service by or for the Customer, including project, claim, schedule, document and supplier data entered by Authorised Users, and email metadata synced from a mailbox the Customer connects.

• The Customer warrants that it is entitled to provide the Customer Data to us for processing — in particular, that it has the authority to connect any Gmail mailbox it connects, and a lawful basis to make available the personal data of people who correspond with that mailbox.
• The Customer is responsible for the accuracy and completeness of Customer Data. The Service computes valuations, timelines and alerts from what the Customer provides; wrong or missing inputs produce wrong outputs.
• The Customer must maintain its own records and its own backups of source documents. The Customer's own records — not Othersmind — remain the source of truth for all commercial and contractual matters.

4. Fees, billing and taxes

• Subscription fees are as stated in an order form or other written agreement with the Customer. During the pilot, fees (if any) are as agreed in writing with each Customer. We do not presently publish a public price list.
• Billing cycle: fees are billed monthly in advance and are payable within fourteen (14) days of invoice. Fees paid are non-refundable except as expressly stated in these Terms or required by law.
• Taxes: fees are stated exclusive of taxes. We are not presently registered for, and do not presently charge, Malaysian service tax (SST). If SST or any other tax, duty or levy becomes chargeable on the Service, it will be added to invoices at the prevailing rate from the date it applies, and the Customer shall pay it in addition to the fees.
• Late payment: if an undisputed invoice is more than fourteen (14) days overdue, we may, on seven (7) days' written notice, suspend access until payment is made, and may charge simple interest on the overdue amount at eight per cent (8%) per annum or the maximum rate permitted by law, whichever is lower. The Customer shall reimburse our reasonable costs of recovering overdue amounts.
• Fee changes: we may change agreed fees by giving at least thirty (30) days' written notice; changes take effect from the Customer's next billing cycle after the notice period. If the Customer does not accept a fee increase, it may terminate for convenience under section 15 before the increase takes effect.
• Renewal: subscriptions renew automatically each billing cycle until terminated under section 15.

5. AI output — informational only

The Service uses large language models and automated rules to generate classifications, urgency labels, briefings, alerts, timeline computations, and draft documents (together, "AI Output"). The Customer acknowledges and agrees that:

• AI Output is informational and advisory only. It is not legal advice, financial advice, engineering advice, quantity-surveying advice, or any other form of professional advice, and no professional–client relationship is created by it;
• AI Output is generated by statistical models that can be wrong, incomplete, out of date, or fabricated ("hallucinated"), even when it appears confident and specific;
• the Customer is solely responsible for reviewing AI Output — and for engaging appropriately qualified professionals where professional judgement is required — before acting on it or submitting anything derived from it to any third party; and
• AI Output depends on the Customer Data provided; incorrect or incomplete Customer Data will produce incorrect AI Output.

6. CIPAA disclaimer

7. Human review and approval

The Service is designed so that no AI agent takes external action. Specifically, and as built today:

• email drafts prepared by agents are created with a "pending approval" status for human review. The platform's Gmail access is read-only by scope, and the platform has no capability to send email at all — an approved draft must be sent by the Customer from its own email systems;
• purchase orders prepared by agents are created as draft records only; deciding to issue a purchase order to a supplier is the Customer's action, taken outside or inside the platform by its Authorised Users;
• claim records are never modified by any agent — agents only raise suggestions and notifications for the Customer's team to act on.

This human-in-the-loop design does not reduce the Customer's review obligations in sections 5 and 6: approving, sending or issuing anything generated by the Service is entirely the Customer's decision and responsibility.

8. No warranty; "as is"

To the fullest extent permitted by Malaysian law, the Service and all AI Output are provided "as is" and "as available", without warranties of any kind, express or implied, including any warranty of merchantability, fitness for a particular purpose, accuracy, completeness, non-infringement, or that the Service will be uninterrupted, error-free or secure. Without limiting the foregoing, we do not warrant that AI Output will be accurate, complete or free from fabricated content. Nothing in these Terms excludes any warranty or right which cannot lawfully be excluded.

9. Service levels — no SLA during pilot

During the pilot, there is no uptime service-level agreement. We do not guarantee any level of availability, any response or resolution time, or any service credits, and scheduled or unscheduled downtime may occur without notice. We will use reasonable efforts to keep the Service available and to give advance notice of planned maintenance, but these efforts are not a guarantee. Any future SLA will only apply if and when expressly agreed in writing.

10. Intellectual property

• Our IP: NUL TECHNOLOGY and its licensors retain all right, title and interest in and to the Service, including all software, models, prompts, agent logic and workflows, templates, documentation, and all improvements to them. No rights are granted to the Customer except the limited right to use the Service in accordance with these Terms during the subscription.
• Customer Data: the Customer retains all ownership of Customer Data. The Customer grants us a limited, non-exclusive licence to host, process, transmit and display Customer Data solely as necessary to provide the Service, to secure and support it, and to comply with law.
• Aggregated statistics: the Customer additionally grants us the right to compile and use aggregated, de-identified statistics derived from use of the Service (for example, feature usage rates or average approval turnaround times) for product improvement and benchmarking, provided such statistics do not identify the Customer, any individual, or any Customer project, and cannot reasonably be re-identified.
• No model training: we do not use Customer Data to train our own or any third party's machine-learning models, and our LLM providers are engaged on terms that prohibit them from training on it, unless the Customer separately agrees otherwise in writing.
• AI Output: as between the parties, and subject to our and our licensors' rights in the Service, the Customer may use AI Output generated from its Customer Data for its internal business purposes.
• Feedback: if the Customer gives us feedback or suggestions, we may use them without restriction or obligation.

11. Confidentiality

Each party must keep the other's confidential information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. Customer Data is the Customer's confidential information; non-public features, prompts, agent logic and pricing of the Service are ours. These obligations do not apply to information that is public through no fault of the receiving party, already lawfully known, independently developed, or required to be disclosed by law or a competent authority (with notice to the other party where lawful), and they survive termination for three (3) years (indefinitely, for Customer Data).

12. Privacy

Our processing of personal data is described in our Privacy Policy / Notis Privasi, which forms part of these Terms. The Customer is responsible for its own compliance with the Personal Data Protection Act 2010 (as amended) in respect of personal data it provides to the Service, including having the right to connect any mailbox it connects (section 3).

13. Limitation of liability

• Exclusions: to the fullest extent permitted by Malaysian law, neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data (except our obligations regarding Customer Data under sections 11 and 15), however arising, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if advised of the possibility.
• Cap: subject to the exclusions above and the carve-outs below, our total aggregate liability arising out of or in connection with these Terms and the Service, however arising, is capped at the total fees actually paid by the Customer to us for the Service during the six (6) months immediately preceding the event giving rise to the claim.
• Carve-outs: nothing in these Terms excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability which cannot lawfully be excluded or limited under Malaysian law; and nothing limits the Customer's obligation to pay fees properly due.
• Basis of the bargain: the parties agree these allocations of risk are reflected in the fees and are reasonable for a pilot-stage service of this nature; sections 5 to 9 and this section 13 apply to the fullest extent permitted even if a remedy fails of its essential purpose.

14. Customer indemnity

The Customer shall indemnify and hold harmless NUL TECHNOLOGY and its proprietor, employees and agents from and against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of any third-party claim relating to: (a) Customer Data, including any claim that the Customer lacked the right to provide it (such as connecting a mailbox without authority, or providing third parties' personal data without a lawful basis); (b) the Customer's use of the Service in breach of these Terms or of applicable law; or (c) the Customer's reliance on, or submission to any third party of, AI Output or documents derived from it — including any claim relating to statutory deadlines, adjudication, payment claims or certifications.

15. Term, suspension and termination

• Term: these Terms apply from the earlier of first use of the Service or the order date, and continue until terminated.
• Termination for convenience: either party may terminate on thirty (30) days' written notice. Fees already paid for the current billing cycle are not refunded, and fees accrued remain payable.
• Termination for cause: either party may terminate immediately by written notice if the other materially breaches these Terms and fails to remedy the breach within fourteen (14) days of written notice, or becomes insolvent, enters bankruptcy or winding-up, or ceases business.
• Suspension: we may suspend access (in whole or part) immediately where reasonably necessary to address a security risk, unlawful use, or non-payment under section 4, and will restore access promptly once the cause is resolved.
• Effect on Customer Data: for thirty (30) days after termination, we will, on written request, make the Customer's Customer Data available for export in a reasonable machine-readable format. After that period, we will delete Customer Data (including synced email records and stored OAuth tokens) on written request or in the ordinary course, except where the law requires or permits retention — consistent with the retention section of the Privacy Policy.
• Survival: sections 3 (warranties given), 4 (accrued fees), 5–8, 10–14, 15 (this bullet), 17 and 18 survive termination.

16. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, power or telecommunications failure, and failures of third-party hosting, API or LLM providers. The affected party must notify the other and use reasonable efforts to resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate on written notice.

17. General provisions

• No partnership or agency: nothing in these Terms creates a partnership, joint venture, employment or agency relationship. Neither party may bind the other.
• Assignment: the Customer may not assign or transfer these Terms without our prior written consent (not to be unreasonably withheld). We may assign, transfer or novate these Terms, in whole, to a successor of the business of NUL TECHNOLOGY — including a company incorporated to carry on that business — on written notice to the Customer, and the Customer shall, at our reasonable request, execute documents reasonably required to give effect to such novation.
• Entire agreement: these Terms, the Privacy Policy, and any order form or written pilot agreement constitute the entire agreement between the parties regarding the Service and supersede all prior discussions. If there is a conflict, a signed order form or written pilot agreement prevails over these Terms.
• Amendment: we may amend these Terms by giving at least thirty (30) days' notice by email or in-app notice, with the updated version and date published on this page. Changes take effect at the end of the notice period; continued use after that constitutes acceptance. If a change materially reduces the Customer's rights, the Customer may terminate for convenience before the change takes effect.
• Severability: if any provision is held invalid or unenforceable, it is to be enforced to the maximum extent permissible and the remainder of these Terms remains in effect.
• Waiver: a failure or delay to enforce any provision is not a waiver of it.
• Notices: notices must be in writing and sent by email — to us at chiewaylee@gmail.com, and to the Customer at the email address of its account or as stated in an order form. Notices are deemed received one business day after sending absent a delivery failure.
• Third parties: a person who is not a party to these Terms has no right to enforce them.

18. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes) are governed by the laws of Malaysia. The parties submit to the exclusive jurisdiction of the courts of Kuala Lumpur, Malaysia. There is no arbitration agreement in these Terms.

19. Contact

NUL TECHNOLOGY (202603148027 (003857548-W))
A-15-02, VILLA ORKID BUKIT PRIMA PELANGI,
JLN PELANGI 7,
51200 KUALA LUMPUR,
WILAYAH PERSEKUTUAN, MALAYSIA
Email: chiewaylee@gmail.com