Terms of Service

01ABOUT THESE TERMS

1.1These terms are an agreement between Semper Ubique Technologies ("we", "us"), which provides the SemperFlow service ("SemperFlow"), and the business that creates a SemperFlow account ("you").

1.2You accept these terms by ticking the box when you sign up, and by using SemperFlow after that. Whoever signs up confirms they are allowed to bind the business.

1.3Our Privacy policy, at semperubiquetech.com/privacy, explains how personal data is handled and forms part of these terms.

1.4SemperFlow is for businesses only. It is not for personal or household use.

02WORDS USED IN THESE TERMS

Customer: a person or company you invoice, whose details are in your Xero.

Dashboard: the pages you see at app.semperubiquetech.com once signed in.

Message: one WhatsApp message to one customer, whether it covers one invoice or several.

Paid-until date: the last day your current payment covers, shown on your dashboard.

PDPA: Singapore's Personal Data Protection Act 2012 and its regulations.

Personal data: has the meaning in the PDPA. Here, mainly customers' names, mobile numbers and messages.

Plan: the number of messages your monthly fee covers.

Reference: your payment reference, such as SF-0007, shown on your dashboard.

Meta, Twilio, Xero: the companies that run WhatsApp, send messages for SemperFlow, and hold your invoices.

03THE SERVICE

3.1SemperFlow reads your approved, unpaid and overdue sales invoices from Xero and, on the days you choose, sends your customers a payment reminder on WhatsApp from your own WhatsApp Business number.

3.2Xero access is read only. SemperFlow never creates, changes or deletes anything in Xero.

3.3If you choose, SemperFlow also sends your marketing messages to Xero contacts who agreed to receive them (clause 6).

3.4Reminders and marketing go out only in wording that WhatsApp has approved. You can write your own wording, which is sent to WhatsApp for approval, or use SemperFlow's standard wording.

3.5Until we switch your account live, reminders go only to your own mobile number, once you confirm it by texting TEST from it, at most 20 a day. These test messages never count against your plan.

3.6Customer replies are handled for you: STOP and START are recorded, and other replies are emailed to you, up to a daily limit. Reminders to a customer who replied STOP are held until you choose to send them, after reading WhatsApp's warning.

04YOUR ACCOUNT

4.1One account is for one business and one Xero organisation. The organisation you connect first is the one used. To change it, contact us.

4.2Give us true and complete details when you sign up, including your business name and your own mobile number, and keep them up to date. Keep your email address working: we send account, billing and security notices there.

4.3Keep your password secret and do not share your login. You are responsible for everything done with it. You can turn on two-step sign-in in Your account, and we recommend it.

4.4Tell us at once if you think someone else has used your login.

4.5Your account opens once your email is confirmed and we have received your first payment (clause 5).

05FEES AND PAYMENT

5.1Plans are paid monthly in advance, at S$0.10 a message:

• Monthly plan, 1,000 messages a month: S$100
• Monthly plan, 1,500 messages a month: S$150
• Monthly plan, 2,000 messages a month: S$200
• Extra reminder, if you choose to keep sending past your plan: S$0.10 each
• Marketing pack, usable for 12 months: 250 messages S$79, 500 messages S$149, 1,000 messages S$289

5.2Pay by PayNow or bank transfer to the details on your dashboard, with your reference in the transfer note. Your account opens or renews once we confirm the money has reached us. Your first paid-until date is one month from that day, and each renewal carries on from your current paid-until date.

5.3We email you 5 days and 1 day before your paid-until date. If payment has not reached us by then, SemperFlow keeps sending for 3 more days, and then your account is paused: nothing is sent until payment arrives. Your data and settings are kept while it is paused.

5.4By default, sending stops when the month's plan is used up, so you never pay more than your plan. If you choose in Reminder settings to keep sending past your plan, each extra reminder costs S$0.10, up to the extras limit on your account, which is the size of your plan unless we agree otherwise. We bill extras after the month ends, and they are due within 14 days.

5.5What is left of an earlier marketing pack is kept when you buy another, and all of it can be used for 12 months from the newest purchase. If you choose to let marketing use your monthly plan instead, each marketing message uses 3 plan messages. Marketing never goes past your pack or your plan.

5.6Prices are in Singapore dollars and do not include GST. If we are registered for GST, GST is added at the rate in force and shown on what we send you.

5.7Fees paid are not refundable, except where the law requires it, or where we close your account without you being at fault (clause 10.4), when we refund the unused part of the period you paid for.

5.8We may change prices by emailing you at least 30 days before. A new price applies from your next payment after that.

06YOUR RESPONSIBILITIES

6.1You decide whether reminders and marketing are sent, and you are responsible for the messages sent for your business and for your relationship with your customers.

6.2You are the organisation responsible for your customers' personal data under the PDPA. You must have a lawful basis to use their details for reminders, and tell them how you use their data as the PDPA requires.

6.3Marketing. You must only send marketing to people who agreed to receive it, or whose Singapore numbers you checked against the Do Not Call Registry within the 21 days before sending, as the PDPA requires, and you confirm this before every marketing send. You must record a person's agreement truthfully, and stop marketing to anyone who withdraws it. SemperFlow never sends marketing to anyone who replied STOP.

6.4You must follow the law, including the PDPA and the Spam Control Act 2007, WhatsApp's Business Messaging Policy and Commerce Policy, and Meta's terms for your WhatsApp Business Account.

6.5You must not use SemperFlow:

• to harass, threaten or shame anyone, or to pursue money you are not owed
• to send anything false, misleading, unlawful, defamatory or offensive
• to message people who are not your customers or contacts, or numbers added to Xero only to be messaged
• to try to get around a limit, a lock or a security measure, or to reach another business's data

6.6Keep your customers' details in Xero correct. SemperFlow sends to the mobile number Xero holds for each customer, and acts on invoices as Xero shows them.

6.7Read the customer replies we email to you, and deal with them. A reply saying an invoice is paid does not stop reminders until Xero shows it paid.

07PERSONAL DATA

7.1For your customers' personal data, SemperFlow is your data intermediary under the PDPA. We process it only to provide SemperFlow to you, as these terms and our Privacy policy describe, and never sell it or use it for our own marketing.

7.2We protect it with reasonable security arrangements. Customer names, mobile numbers, messages and your Xero access keys are encrypted before they are stored, connections use HTTPS, and SemperFlow and its database are hosted in Singapore. Only your logins can see your business's data on the dashboard.

7.3These providers help run SemperFlow, and receive only what they need: Twilio and Meta (to deliver messages), Railway (hosting), Resend (email), GitHub (encrypted backups) and Xero (your invoices). Some may process data outside Singapore, under protections comparable to the PDPA.

7.4Records are kept as the Privacy policy says and then deleted automatically. A reminder record is kept for one year after it was sent, or while its invoice is still overdue, whichever is longer. Encrypted backups are kept for 30 days. You can download your reminder records from your dashboard at any time.

7.5If we become aware of a data breach affecting your data, we will tell you without undue delay, with what we know, and help you meet your own obligations under the PDPA.

7.6We will help you, as far as SemperFlow can, to answer a customer's request to access or correct their personal data.

7.7For your own details as an account holder (your name, email and mobile number), we are the organisation responsible under the PDPA, and use them to run your account, bill you and keep it secure.

08WHATSAPP, TWILIO AND XERO

8.1Your WhatsApp Business Account and number are yours, under Meta's terms. You connect them to SemperFlow through Meta's own sign-in, and we set up a Twilio account for your business to send through. You connect Xero through Xero's own sign-in, and can disconnect SemperFlow from within Xero at any time.

8.2Meta decides which wording it approves and what category it falls in, and can limit, pause or ban a number or its wording, for example after customer complaints. Twilio and Xero have their own terms and limits. We are not responsible for their decisions, outages or changes, but we will tell you about any we learn of that affect you, and help where we can.

8.3Meta's and Twilio's charges for the messages SemperFlow sends for you are included in the prices in clause 5.

8.4If Meta, Twilio or Xero change their services so that SemperFlow can no longer work as described, we may change SemperFlow to match, and will tell you as soon as we can.

09AVAILABILITY AND SUPPORT

9.1Reminders are sent once a day, at the time shown on your dashboard, Singapore time. We work to keep SemperFlow running every day, but we do not promise it will never be interrupted or delayed, for example while Xero, WhatsApp, Twilio or our hosting provider are unavailable, or during maintenance.

9.2If a daily run is missed or fails, SemperFlow tries again later the same day. Customer replies and delivery results sent while SemperFlow could not be reached are caught up when it returns.

9.3Support is by email, on Singapore working days. We aim to answer within one working day.

10PAUSING, SUSPENDING AND CLOSING AN ACCOUNT

10.1We pause an account when payment has not arrived, as clause 5.3 describes. Paying opens it again.

10.2We may suspend an account at once, and stop all sending from it, if we reasonably believe it is being used in breach of these terms, the law or Meta's policies, or in a way that could harm customers, other businesses or SemperFlow. We will tell you why, unless the law or an authority prevents it, and lift the suspension once the problem is fixed.

10.3You can close your account at any time by emailing us from its email address. Nothing is sent from that moment. Its deletion is scheduled for 7 days later, and you can sign in and download your records until then. Fees already paid are not refunded (clause 5.7).

10.4We may close your account for any reason by giving you at least 30 days' notice by email, and refund the unused part of the period you paid for. We may close it with less notice for a serious or repeated breach of these terms, or unpaid fees.

10.5When an account is deleted, everything held for it is removed: your logins, settings, invoices, reminder records, and your customers' names and numbers, and your Twilio account for SemperFlow is closed. Encrypted backups are overwritten within 30 days.

10.6An account whose email is never confirmed is deleted after 7 days. An account that is never paid for is deleted 30 days after sign-up, with an email warning a week before. An account that was ever paid for is never deleted without notice to you.

10.7Clauses 5.4 (extras you owe), 7.5, 12, 14 and anything else meant to continue survive the end of these terms.

11WHAT BELONGS TO WHOM

11.1SemperFlow, its software, design and standard wording belong to us. While your account is open, you may use SemperFlow for your own business under these terms. You may not copy, resell or take apart SemperFlow, or let anyone outside your business use it.

11.2Your data, including your invoices, customer details and your own wording, stays yours. You allow us to use it only to provide SemperFlow to you, including sending your wording to WhatsApp for approval.

11.3If you send us suggestions, we may use them freely, without owing you anything.

12RESPONSIBILITY AND ITS LIMITS

12.1We provide SemperFlow with reasonable care and skill. Beyond that, and as far as the law allows, SemperFlow is provided as it is. We do not promise that reminders will get any invoice paid, that every message will be delivered, or that Meta will approve any wording.

12.2Nothing in these terms limits liability that the law does not allow to be limited, including for death or personal injury caused by negligence, or for fraud.

12.3We are not liable for any indirect or consequential loss, loss of profit, revenue, goodwill or data, or for any invoice that is not paid.

12.4Our total liability to you, for all claims in any 12 months, is limited to the fees you paid us in the 12 months before the first claim arose.

12.5You will make good any loss, cost or claim we suffer because of messages sent for your business, your breach of clause 6, or your use of SemperFlow in breach of the law, including reasonable legal costs.

12.6Neither of us is responsible for a delay or failure caused by events outside our reasonable control, such as an outage at Meta, Twilio, Xero or our hosting provider, a natural disaster or an act of government.

13CHANGES TO THESE TERMS

13.1We may change these terms. Each version is numbered, and the version in force is always at semperubiquetech.com/terms. Anyone who signs up agrees to the version in force.

13.2For a change that affects existing accounts, we will email you at least 14 days before it takes effect, unless the law requires it sooner. If you keep using SemperFlow after that, you accept the change. If you do not accept it, you can close your account under clause 10.3 before it takes effect.

14GENERAL

14.1These terms are governed by the laws of Singapore.

14.2If a dispute arises, we will each first try in good faith to settle it within 30 days of one of us raising it in writing. If it is not settled, the courts of Singapore decide it.

14.3We send notices to the email address on your account, and you send them to the address in clause 15. An email notice is received on the working day after it is sent.

14.4You may not transfer your account or these terms to anyone else without our written agreement. We may transfer them to a business that takes over SemperFlow, and will tell you if we do.

14.5Only you and Semper Ubique Technologies can enforce these terms. No one else has rights under them, under the Contracts (Rights of Third Parties) Act 2001 or otherwise.

14.6These terms, with the Privacy policy, are the whole agreement between us about SemperFlow. If any part is found unenforceable, the rest still applies. If we do not enforce a right at once, we can still enforce it later.

15CONTACT

Semper Ubique Technologies (SemperFlow), Singapore, semperubiquetech.com. Email privacy@semperubiquetech.com for anything about these terms, your account or your data.

Questions about these terms: privacy@semperubiquetech.com. Read our Privacy policy.