Terms of Service

These Terms of Service ("Terms") govern access to and use of the websites, platforms, agents and managed services (collectively, the "Services") provided by Nomos Pte. Ltd. ("Nomos", "we"). By signing an order form, executing a statement of work, or accessing the Services, the customer ("Customer", "you") agrees to these Terms.

1. Definitions

• Agents — the agentic AI systems operated by Nomos as part of the Services.
• Customer Data — data, documents and content provided by or on behalf of Customer to Nomos in connection with the Services.
• Output — material generated by the Agents from Customer Data, including extractions, drafts, computations and reports.
• Order Form — a document executed by the parties describing Services, fees and term.

2. The Services

Nomos provides agentic AI services with a human-in-the-loop review component. The Services are designed to assist Customer's qualified professionals; they do not constitute legal, tax, audit or financial advice and are not a substitute for the professional judgement of a licensed practitioner. Customer remains responsible for all filings, opinions and advice it issues to its own clients, and for compliance with rules of ACRA, IRAS, ISCA and any other applicable regulator.

3. Customer obligations

• Provide accurate, complete and lawfully obtained inputs to the Services.
• Ensure it has all necessary rights and consents to share Customer Data (including data belonging to Customer's own clients) with Nomos.
• Review Output before relying on it or releasing it to any third party.
• Keep credentials confidential and promptly notify Nomos of any suspected unauthorised access.
• Comply with all applicable laws in its use of the Services.

4. Acceptable use

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile or attempt to derive the source code or weights underlying the Services, except to the extent expressly permitted by law.
• Use the Services or Output to develop, train or improve a competing product, model or service.
• Submit malicious code, infringing material or content that violates any law.
• Use the Services in a manner that interferes with their integrity or availability.

5. Fees, invoicing and taxes

Fees are set out in the applicable Order Form and are exclusive of Singapore Goods and Services Tax (GST) and any other applicable taxes. Invoices are payable within thirty (30) days of issue. Overdue amounts may attract interest at the lower of 1.5% per month or the maximum rate permitted by law, and Nomos may suspend the Services for material non-payment after reasonable notice.

6. Intellectual property

As between the parties, Nomos retains all rights, title and interest in the Services, Agents, models, software, documentation and any improvements thereto. Customer retains all rights in Customer Data. Subject to Customer's payment of fees, Nomos grants Customer a non-exclusive, non-transferable licence to use the Output for its internal business purposes and to share Output with its own clients in the ordinary course of providing professional services. Customer grants Nomos a limited licence to process Customer Data solely to provide and support the Services.

7. AI-specific disclaimers

The Services use machine learning and generative AI. Output may contain errors, omissions or inaccuracies and may reflect biases in the underlying models or training data. Customer acknowledges that it must independently verify Output before relying on it, and that Nomos does not warrant that Output will be error-free, complete or fit for any particular purpose. Output is generated based on inputs at a point in time and is not a substitute for advice from a qualified professional.

8. Confidentiality

Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and shall use it only for the purpose of performing under these Terms. These obligations survive termination for a period of five (5) years, and indefinitely with respect to trade secrets.

9. Data protection

Where Nomos processes personal data on behalf of Customer in the course of providing the Services, the parties shall enter into the Nomos Data Processing Addendum, which is incorporated by reference into these Terms.

10. Warranties and disclaimer

Nomos warrants that the Services will be provided with reasonable skill and care. Except as expressly stated in these Terms, the Services are provided "as is" and Nomos disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted under the Singapore Unfair Contract Terms Act 1977 and other applicable law.

11. Limitation of liability

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special or punitive damages, or for loss of profits, revenue, data, goodwill or business opportunity, arising out of or in connection with these Terms. Each party's aggregate liability arising out of or in connection with these Terms shall not exceed the fees paid or payable by Customer to Nomos under the relevant Order Form in the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot lawfully be excluded under Singapore law, including liability for death or personal injury caused by negligence and liability for fraud.

12. Indemnification

Customer shall indemnify Nomos against claims arising from Customer Data infringing third-party rights or violating applicable law. Nomos shall indemnify Customer against third-party claims that the Services as provided by Nomos infringe such third party's Singapore-registered intellectual property rights, provided that Customer (a) gives prompt notice of the claim, (b) gives Nomos sole control of the defence and settlement, and (c) provides reasonable assistance. The foregoing indemnity does not apply where the claim arises from Customer Data, modifications not made by Nomos, or combinations with materials not supplied by Nomos.

13. Term and termination

These Terms commence on the effective date of the first Order Form and continue until all Order Forms have expired or been terminated. Either party may terminate for material breach not cured within thirty (30) days of written notice. Either party may terminate immediately for the other's insolvency. On termination, Nomos will, on Customer's written request made within thirty (30) days, return or delete Customer Data in accordance with the DPA.

14. Suspension

Nomos may suspend the Services where it reasonably believes that continued provision poses a material security risk, would breach applicable law, or is necessary to address non-payment. Where practicable, Nomos will provide prior notice and an opportunity to cure.

15. Governing law and dispute resolution

These Terms are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of laws principles. Any dispute arising out of or in connection with these Terms, 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 SIAC for the time being in force. The seat of arbitration shall be Singapore, the tribunal shall consist of one (1) arbitrator, and the language of the arbitration shall be English.

16. General

These Terms (together with each Order Form and the DPA) constitute the entire agreement between the parties on their subject matter and supersede all prior agreements. No amendment is effective unless in writing and signed by both parties. Neither party may assign these Terms without the other's prior written consent, except to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. If any provision is held unenforceable, the remaining provisions shall remain in full force. Neither party is liable for failures caused by events beyond its reasonable control. Nothing in these Terms creates a partnership, joint venture or agency relationship.