Terms & Conditions

• Account means your registered account to access the Services.
• Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
• Authorised Users means your employees, contractors, or agents whom you permit to use the Services under your Account.
• Benchmarks means aggregated and anonymised statistics, trends, or insights derived from Customer Data and/or Usage Data that do not identify any individual, Customer, or Customer's organisation.
• Customer Data means data you submit to the Services or that the Services retrieve from Third‑Party Platforms you authorise, including marketing, analytics, and store data associated with your accounts on those platforms. Customer Data excludes Usage Data and Benchmarks.
• Documentation means any user manuals, help articles, or other materials we provide regarding the Services.
• Order means an ordering document, online checkout, or other order form specifying the Services, fees, and subscription term.
• Services means Grippi's hosted analytics software-as-a-service platform (including websites, dashboards, APIs, and related support) that helps brands visualise and analyse their marketing and store data.
• Third‑Party Platforms means third-party products or services (e.g., advertising, ecommerce, analytics, CRM) with which the Services integrate at your direction.
• Usage Data means data relating to the operation and use of the Services (e.g., log data, performance, and usage diagnostics) that does not include Customer Data.

2.1 Provision. Subject to these Terms and your timely payment of applicable fees, Grippi will make the Services available to you during the subscription term specified in your Order.

2.2 Accounts and Users. You are responsible for (a) the configuration of your Account; (b) your and your Authorised Users' use of the Services; and (c) maintaining the confidentiality of Account credentials. You are responsible for any activities that occur under your Account.

2.3 Third‑Party Platforms. The Services access Customer Data from Third‑Party Platforms only as authorised by you via credentials or tokens you provide. You acknowledge that (a) Third‑Party Platforms are provided by third parties under their own terms and privacy policies; (b) we do not control and are not responsible for Third‑Party Platforms; and (c) your use of Third‑Party Platforms is solely between you and the relevant provider.

3.1 No direct collection from end users. Grippi does not collect personal data directly from your end users. The Services operate on data that already resides in the Third‑Party Platforms you connect. We access and process such data only as instructed by you to provide, maintain, and improve the Services.

3.2 Access by Grippi personnel. You acknowledge and agree that Grippi's personnel may access Customer Data strictly on a need‑to‑know basis to operate the Services (e.g., support, troubleshooting, security, and maintenance) and in accordance with these Terms and applicable law.

3.3 No disclosure to third parties. We do not sell, rent, or disclose Customer Data to third parties. We will not share Customer Data with any third party except (i) at your written direction; (ii) as required by law, regulation, or valid legal process (and then only after using commercially reasonable efforts to notify you, if legally permitted); or (iii) to protect the rights, property, or safety of Grippi, our users, or the public.

3.4 Aggregated and anonymised Benchmarks. We may create Benchmarks by aggregating and anonymising Customer Data and/or Usage Data for purposes such as product improvement, performance reporting, and industry benchmarking. Benchmarks will not identify you, any individual, or your organisation. We will not attempt to re‑identify anonymised data.

3.5 Security. We implement administrative, technical, and organisational measures designed to protect Customer Data against unauthorised or unlawful processing and against accidental loss, destruction, or damage. You are responsible for maintaining appropriate security controls within your own systems and for the security of your Account credentials.

3.6 Data retention and deletion. During your subscription, you can typically export reports available via the Services. Upon termination or expiration of your subscription, we will delete or de‑identify Customer Data within a reasonable period (typically within 30–60 days), unless we are legally required or permitted to retain it. You may request expedited deletion by contacting us at privacy@grippi.com (subject to reasonable verification).

3.7 Compliance. Each party will comply with applicable data protection laws, including the Singapore Personal Data Protection Act 2012 (PDPA), when processing personal data under these Terms. If you require a data processing agreement, please contact us; where Grippi acts as a data intermediary on your behalf, we will process personal data only for your purposes and in accordance with your documented instructions.

You and your Authorised Users shall not, and shall not permit anyone to:

(a) use the Services in violation of law or third‑party rights;
(b) upload or transmit malicious code;
(c) attempt to gain unauthorised access to the Services or related systems;
(d) reverse engineer, decompile, or otherwise attempt to derive source code from the Services except to the extent such restriction is prohibited by law;
(e) use the Services to develop a competing product;
(f) perform or disclose any benchmark or performance test on the Services without our prior written consent (other than the Benchmarks we create under Section 3.4); or
(g) resell, rent, or lease the Services to any third party.

5.1 Subscription term. Access to the Services is provided on a subscription basis for the term set out in your Order. Subscriptions automatically renew for successive terms of equal length unless either party gives notice of non‑renewal at least 30 days before the end of the then‑current term.

5.2 Fees and payment. You agree to pay all fees specified in your Order. Fees are due in the currency stated in the Order, are non‑cancellable and, except as expressly set out in these Terms, non‑refundable. If you are late in paying fees, we may charge interest at 1% per month (or the maximum allowed by law) and suspend the Services after prior notice.

5.3 Trials and free plans. If you access the Services on a trial or free plan, we provide the Services "as is" without warranties or commitments, and we may change or discontinue the trial or free plan at any time.

5.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes, duties, and similar assessments (other than taxes based on our net income), which will be invoiced where required.

6.1 Ownership. As between the parties, Grippi owns all right, title, and interest in and to the Services, Documentation, and Usage Data, including all related intellectual property rights. You own all right, title, and interest in and to Customer Data.

6.2 Licence to use the Services. Subject to these Terms, we grant you a non‑exclusive, non‑transferable, non‑sublicensable, revocable licence to access and use the Services and Documentation during your subscription term for your internal business purposes.

6.3 Customer Data licence. You grant us a non‑exclusive, worldwide, royalty‑free licence to host, copy, display, and process Customer Data solely as necessary to provide and support the Services, to comply with law, and to create Benchmarks in accordance with Section 3.4.

6.4 Feedback. If you provide feedback or suggestions, you grant us a non‑exclusive, worldwide, perpetual, irrevocable licence to use and exploit the feedback for any purpose without restriction or compensation.

7.1 Confidential Information. "Confidential Information" means non‑public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is your Confidential Information; the Services, Usage Data, and non‑public Documentation are our Confidential Information.

7.2 Obligations. The receiving party will (a) use the disclosing party's Confidential Information only for the purposes of these Terms; and (b) protect it at least as well as it protects its own confidential information of a similar nature (and in no event with less than reasonable care). Confidential Information may be disclosed to employees, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations.

7.3 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party; (b) was known to the receiving party before receipt; (c) is independently developed without use of or reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

7.4 Compelled disclosure. The receiving party may disclose Confidential Information if required by law or legal process, provided it uses commercially reasonable efforts to notify the disclosing party (if legally permitted) and cooperates, at the disclosing party's expense, with any efforts to limit the disclosure.

8.1 Roles and instructions. For any personal data in Customer Data, you are responsible for determining the lawful basis and purposes for processing. To the extent Grippi processes personal data on your behalf, Grippi acts as your data intermediary (or processor), processing such personal data only on your documented instructions and for your purposes.

8.2 Data breach management. We will maintain a data breach response process and will notify you without undue delay upon becoming aware of a personal data breach affecting Customer Data we process on your behalf. Where required by law, we will provide information reasonably available to assist you with any notifications to regulators or affected individuals.

8.3 International transfers. The Services may involve the transfer of personal data outside Singapore (e.g., to hosting or support locations). Where we transfer personal data outside Singapore, we will ensure that recipients provide a standard of protection that is comparable to the protection under the PDPA, or we will rely on other lawful transfer mechanisms permitted by applicable law.

8.4 Anonymisation. When we create Benchmarks, we will apply appropriate technical and organisational measures intended to anonymise data such that individuals and Customers are not identifiable, and we will not attempt to re‑identify anonymised data.

9.1 Mutual warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

9.2 Service warranty. We warrant that, during a paid subscription term, the Services will perform materially in accordance with the applicable Documentation. Your exclusive remedy for breach of this warranty is, at our option, (a) correction of the non‑conformity, or (b) termination for cause with a pro‑rated refund of any pre‑paid, unused fees for the affected portion of the subscription term.

9.3 Disclaimers. Except as expressly provided in these Terms, the Services and Documentation are provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, or non‑infringement. We do not warrant that the Services will be uninterrupted, error‑free, or free of harmful components, or that the outputs of the Services will meet your requirements or be accurate or complete.

10.1 By Grippi. We will defend you against any claim brought by a third party alleging that your authorised use of the Services infringes that third party's intellectual property rights, and we will pay any damages and reasonable legal fees finally awarded against you by a court of competent jurisdiction (or agreed in settlement) as a result of such claim. If the Services are enjoined or likely to be enjoined, we may, at our expense and option, (a) procure the right for you to continue using the Services, (b) replace or modify the Services so they are non‑infringing and materially equivalent, or (c) terminate the affected Services and refund pre‑paid, unused fees.

10.2 Exclusions. Our obligations under Section 10.1 do not apply to claims arising from (a) unauthorised or improper use of the Services; (b) modifications to the Services not made by us; (c) use of the Services in combination with items not provided by us; or (d) Customer Data.

10.3 By Customer. You will defend and indemnify us against any claim arising from (a) Customer Data (including allegations that Customer Data violates law or third‑party rights); (b) your use of the Services in breach of these Terms; or (c) your violation of law.

10.4 Conditions. The indemnified party must (a) promptly notify the indemnifying party of the claim; (b) allow the indemnifying party sole control of the defence and settlement; and (c) provide reasonable assistance at the indemnifying party's expense.

11.1 Exclusion of certain damages. Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or related to these Terms, even if advised of the possibility of such damages.

11.2 Liability cap. Except for (a) your payment obligations; (b) a party's wilful misconduct or fraud; or (c) your breach of Section 4 (Acceptable Use), each party's aggregate liability under these Terms will not exceed the total fees paid or payable by you for the Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability.

12.1 Term. These Terms commence on the Effective Date and continue until all subscriptions hereunder have expired or been terminated.

12.2 Suspension. We may suspend your access to the Services immediately if (a) you fail to pay fees when due; (b) we reasonably believe your use of the Services poses a security risk, may harm the Services or others, or may subject us or any third party to liability; or (c) you breach these Terms.

12.3 Termination for cause. Either party may terminate these Terms (or any Order) for cause upon written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days after receipt of notice, or (b) becomes insolvent or is subject to any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

12.4 Effect of termination. Upon termination, your right to access the Services ceases. Sections intended by their nature to survive (including Sections 3–4, 6–11, 12.4, and 13–16) will survive termination.

With your prior consent (which may be given by email), we may identify you as a customer and use your name and logo on our website and in marketing materials. You may revoke consent at any time by notifying us in writing.

14.1 Services. We may make updates or modifications to the Services from time to time (e.g., to improve features, enhance security, or address legal or technical developments). If we materially reduce core functionality, we will provide reasonable advance notice to you.

14.2 Terms. We may modify these Terms from time to time. Material changes will be effective 30 days after we notify you (e.g., via the Services or by email). Your continued use of the Services after the effective date constitutes your acceptance of the updated Terms.

You represent and warrant that you and your Authorised Users are not subject to any sanctions or located in any country subject to comprehensive sanctions. You agree to comply with applicable export control, anti‑bribery, and anti‑corruption laws in connection with your use of the Services.

16.1 Governing law; venue. These Terms and any dispute arising out of or relating to them are governed by the laws of Singapore, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of Singapore.

16.2 Notices. Notices must be in writing and will be deemed given when delivered by hand, by reputable courier, or by email to the addresses set out in your Account or Order. Legal notices to Grippi should be sent to: legal@grippi.com.

16.3 Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms without consent to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of its assets.

16.4 Force majeure. Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control (including acts of God, natural disasters, war, terrorism, labour disputes, government actions, internet or telecommunication failures, or power outages).

16.5 Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

16.6 Entire agreement. These Terms, together with the Order and Documentation, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, proposals, or representations, written or oral.

16.7 Severability; waiver. If any provision of these Terms is held unenforceable, it will be modified to the extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. No waiver of any provision will be effective unless in writing and signed by the waiving party.

If you have any questions about these Terms or our data practices, please contact us at support@grippi.com. You may contact our Data Protection Officer at dpo@grippi.com.

Note: If Customer requires a full data processing agreement (DPA), the parties may execute a separate DPA. The following terms apply where Grippi acts as a data intermediary (processor) on behalf of Customer under the Singapore PDPA.

1. Scope and Roles. Customer is responsible for the lawful collection and use of personal data and acts as the organisation (controller). Grippi acts as Customer's data intermediary, processing personal data only on documented instructions and solely for the purpose of providing and supporting the Services.
2. Security. Grippi will implement technical and organisational security measures appropriate to the risk, including measures for access control, encryption in transit, and regular vulnerability management.
3. Confidentiality. Grippi ensures that persons authorised to process personal data are bound by confidentiality obligations.
4. Sub‑processors. Grippi may engage subcontractors to process personal data on its behalf. Grippi will (a) impose data protection obligations on sub‑processors that are no less protective than those set out in this Annex; and (b) remain responsible for their performance. Upon request, Grippi will provide a list of current sub‑processors.
5. International Transfers. Where personal data is transferred outside Singapore, Grippi will ensure a comparable standard of protection to the PDPA or use another lawful transfer mechanism.
6. Assistance. Grippi will provide reasonable assistance to Customer (at Customer's expense) in responding to requests from individuals and in complying with data protection obligations in relation to security, breach notifications, data protection impact assessments, and consultations with regulators.
7. Breach Notification. Grippi will notify Customer without undue delay upon becoming aware of a personal data breach affecting Customer Data it processes on behalf of Customer and will provide information reasonably available to assist Customer's compliance obligations.
8. Return or Deletion. Upon termination or expiry of the Services, Grippi will, at Customer's choice, delete or return personal data and will delete any remaining copies within a reasonable period, unless retention is required by law.
9. Audit. Upon reasonable prior notice and no more than once annually (unless required by a regulator), Customer may conduct an audit or inspection of Grippi's relevant data processing activities, which may be satisfied by providing independent audit reports or certifications, subject to confidentiality and security restrictions.
10. Liability. Each party's liability under this Annex is subject to the limitations and exclusions set out in the Terms.

1. Nature and purpose of processing: Retrieval, normalisation, visualisation, and analysis of marketing and store data from Customer‑authorised Third‑Party Platforms; generation of dashboards, alerts, and reports; product support and troubleshooting.
2. Categories of personal data (if any): May include identifiers associated with your marketing platforms (e.g., campaign IDs, account IDs), high‑level aggregated user behaviour metrics, or other data elements you authorise via integrations. Grippi does not directly collect end‑user personal data.
3. Categories of data subjects: Employees or contractors who are Authorised Users; individuals reflected in datasets pulled from Third‑Party Platforms (typically in aggregated or pseudonymised form).
4. Data retention: As described in Section 3.6.