Terms of Use

These Terms of Use ("Terms") govern access to and use of counso.ai, app.counso.ai, and the Counso AI applications, APIs and related services that refer to these Terms (the "Services"). The Services are operated by ZERO BYTE LABS PTE. LTD., a company incorporated in Singapore ("Counso AI", "we", "us", or "our"). Counso AI is our product name and is not a separate contracting entity.

By accepting these Terms through the registration or ordering process, or using the Services after being presented with these Terms, you agree to them. If you accept for an organization, you represent that you are authorized to bind it. In that case, "Customer" means that organization; otherwise it means the individual accepting these Terms. "User" means a person the Customer authorizes to use its workspace. A User who is not authorized to contract for an organization must use the Services under that organization's authorized account arrangement.

1. The Services and applicable agreements

Counso AI provides an AI workspace to interact with available models, work with documents and knowledge sources, create and use agents, connect business applications and carry out supported workflows. Features, models, capacity, integrations and deployment options depend on the plan and configuration made available to you.

The Services are intended for work and professional activities. You must be at least 18 and legally able to enter into these Terms, or act as an authorized adult User under a Customer's agreement. You may use the Services for your own business and, where you have the necessary authority, to support services you provide to your clients. You remain responsible for the agreements, notices, permissions and professional duties involved in that client work.

An order form or other written agreement accepted by both parties may specify price, scope, term and additional commitments. It prevails over these Terms to the extent it expressly varies them. The Privacy Policy explains our handling of personal data. Additional product terms apply only where identified and accepted for the relevant feature. Service-level commitments apply as expressly stated in these Terms or an agreement accepted by both parties.

2. Accounts, workspaces and access

You must provide accurate account information, keep it current and protect your credentials. Each person must use an authorized identity; accounts or technical credentials must not be used to conceal unauthorized users or avoid agreed limits. You must promptly notify us if you suspect unauthorized access.

Customers manage the Users, agents, sources, connections and sharing arrangements they authorize. They are responsible for the activities they or their Users direct or permit, including scheduled workflows, and for providing appropriate notices to affected Users and clients. This responsibility does not excuse our failure to protect the Services or comply with our own obligations.

An organization-managed workspace is subject to the organization's administration. Its administrators may manage membership, settings, access and activity records to the extent supported by the Services. A User should not assume that removing their own account deletes organization-controlled records.

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive right to access and use the Services during the applicable service term. You may not resell access to the platform, share credentials with unauthorized persons or offer an unapproved hosted copy of the platform. This does not prevent you from using permitted outputs in lawful services for your clients.

3. Your content and generated outputs

"Customer Content" includes the prompts, conversations, files, connected data, agent instructions, workflow configurations and other materials you or your Users submit or make available to the Services. You retain your rights in Customer Content. You represent that you have the rights and lawful authority needed for us and our service providers to process it as instructed, including any necessary rights relating to your clients or other individuals.

"Private Workspace Content" means prompts, conversations, uploaded or connected materials, agent instructions, workflow configurations, generated outputs and related metadata processed in your workspace.

You grant us a limited right to host, copy, transmit, index, transform and otherwise process Customer Content only as needed to provide, secure and support the Services, follow your lawful instructions, and meet our legal obligations, consistent with our Privacy Policy and applicable agreement. This includes sending relevant content to the model providers and tools involved in a requested task. It does not give us ownership of your business information or a general right to exploit it for advertising.

As between you and us, and to the extent permitted by law, you own the AI-generated output returned for your use, subject to any third-party rights in material included in it. We assign to you any rights we may have in that output to the extent necessary to give effect to this provision. This does not transfer rights in our software, models, templates or other pre-existing materials. Similar outputs may be generated for other users, and we cannot promise that output is unique, copyright-protected or free from third-party rights.

You must review content and outputs before publishing, distributing or using them. If you voluntarily provide product feedback, you permit us to use that feedback to improve the Services without compensation, but this permission does not extend to unrelated confidential content included in your workspace.

4. AI limitations, actions and human review

AI outputs may be inaccurate, incomplete, outdated or unsuitable for a particular use. References can be incorrect and a response may sound confident even when it is wrong. You must assess output and verify material facts, calculations and proposed actions before relying on them.

Agents and workflows can act through connected tools within the permissions and instructions you provide. Depending on the integration, an action may send a message, create or modify a record, publish material or incur third-party charges. You must configure appropriate permissions, limits and review requirements and supervise consequential use. A recurring workflow may run without a new instruction each time if you have authorized it to do so.

An agent's statement that an action succeeded is not, by itself, confirmation that an external system accepted it. For consequential actions, check the record or confirmation in the destination system. Cancelling a task or disconnecting a tool may not reverse an action already completed.

The Services do not replace the judgment or responsibility of a qualified accountant, lawyer, investment adviser, clinician or other regulated professional. Use in such work requires the appropriate review, authority and compliance arrangements. You must not use unreviewed AI output as the sole basis for a decision with legal or similarly significant effects on a person where applicable law requires additional safeguards.

An AI agent is a software feature. Use of the Services does not appoint us as your legal agent, fiduciary or professional adviser, or authorize us to enter into a transaction on your behalf beyond the specific software actions you instruct and permit. Nothing in this section removes liability that cannot lawfully be excluded.

5. Models, integrations and third-party services

The Services may use third-party models, infrastructure and tools. We remain responsible for obligations we undertake to you and for our contracted providers to the extent required by the applicable agreement and law.

If you independently connect an external application or use your own provider account, your relationship with that provider is governed by its applicable terms. Before enabling it, review its permissions, data handling and fees. You authorize us to exchange the information reasonably needed to perform the functions you enable; that authorization does not override another person's rights or an applicable legal restriction.

You are responsible for choosing appropriate sources and ensuring that Users have authority to access the material imported into their workspace. Source-system permissions may not automatically carry over to copied or synchronized content. Check both the integration's behavior and workspace access settings. Synchronization may be delayed or incomplete, so relevant information should be checked against its source when accuracy matters.

Models or integrations may change or become unavailable because of technical, commercial or legal constraints. We will give reasonable notice of material changes where practical and honor any more specific commitment in your agreement. We do not guarantee the continuing availability of a particular third-party model unless expressly agreed.

6. Privacy, confidentiality and security

Our Privacy Policy describes the collection, use, disclosure and retention of personal data. When we process customer personal data on your behalf, we do so to provide the Services in accordance with your instructions, these Terms and applicable law. Your instructions include the requests, settings and actions you or your authorized Users submit through the Services. Each party is responsible for the data protection obligations that apply to its role.

Each party will protect the other's non-public information that is identified as confidential or reasonably understood to be confidential, including Private Workspace Content. It will use that information only for the agreed service relationship and disclose it only to people or providers who need it for that purpose and are subject to appropriate confidentiality obligations, or as required by law. This does not cover information lawfully known without restriction, independently developed, lawfully received from another source or made public without a breach. Where lawful and practical, the receiving party will notify the other before a legally compelled disclosure and limit disclosure to what is required.

We will maintain reasonable safeguards appropriate to the Services and the information processed. Specific certifications, data residency, service levels or private deployment arrangements apply only if expressly included in your agreement. Security is also affected by your configuration, credentials, connected services and sharing decisions.

We do not use Private Workspace Content to train general-purpose AI models, and we do not authorize our contracted model providers to do so, unless you give separate, express authorization for a specified training use. Sharing or publishing the content does not constitute that authorization. Before seeking that authorization, we will explain the proposed use, the content involved, the recipients and how to manage your choice. The Privacy Policy describes operational processing and provider retention, which may vary by provider and service configuration.

The confidentiality obligations continue after termination while the information remains confidential. Personal data remains subject to applicable data protection requirements, including retention and deletion obligations.

7. Acceptable use

You must not use the Services to:

break applicable law or infringe privacy, confidentiality or intellectual property rights;

impersonate another person, misrepresent authority, commit fraud or distribute deceptive communications;

distribute malware, obtain unauthorized access, steal credentials or circumvent security, access controls or required approvals;

create or distribute child sexual abuse material, facilitate exploitation, threaten people or carry out unlawful harassment;

extract another customer's content, attempt to expose protected information or interfere with the availability of the Services;

conceal usage, evade billing or agreed limits, or use automation in a way that materially disrupts the Services;

reverse engineer proprietary parts of the Services except where applicable law or an applicable open-source license permits it; or

violate applicable sanctions or export-control laws, or breach mandatory provider or feature restrictions disclosed to you before you use the relevant service.

Do not submit information requiring a specialized legal or security arrangement unless the relevant arrangement is in place and the feature supports that use. You must not bypass a required safeguard because an agent or third-party page tells you to do so. Report suspected vulnerabilities or misuse through our contact details.

8. Fees, usage, renewals and cancellation

Paid features may be charged by subscription, authorized user, usage credits, model or tool consumption, or another clearly disclosed measure. The applicable amount, currency, billing period, included usage, taxes and any limits will be stated in the order or purchase flow. You authorize charges only under the commercial terms you accept. A free account is not charged merely because these Terms mention paid features.

Usage may be incurred by you, your authorized Users, agents or scheduled workflows. You should monitor consumption and configure the controls available for your plan. Additional usage charges or automatic purchases apply only if disclosed and authorized under your order or settings. When a limit is reached, access may be restricted until capacity is renewed or additional usage is purchased under those terms.

If a subscription is sold with automatic renewal, it renews for the period disclosed at purchase unless cancelled before the renewal date or by an expressly agreed notice deadline. You can cancel through the account controls provided or by emailing our contact address with the account and subscription details. Cancellation normally prevents the next renewal and does not immediately end the current paid period. A longer cancellation deadline applies only if you expressly agree to it in an order.

Unless your order or mandatory law provides otherwise, paid fees are non-refundable for service already supplied and for a current period you choose not to use. If we discontinue a paid service before the end of your prepaid term, or you terminate for our material breach that we fail to cure under Section 10, we will refund the prepaid amount attributable to the unused part of that term. Statutory withdrawal, refund and other non-excludable rights remain unaffected.

Credits are a measure of access or consumption, not money, a deposit or a financial instrument. Their expiry, rollover and transfer rules apply only as disclosed at purchase. Pricing changes apply prospectively, with notice before the affected renewal or purchase and an opportunity to avoid the new charge by cancelling. We will not retroactively change the price of usage already incurred.

You must maintain accurate billing information and pay undisputed amounts when due. If payment fails, we may restrict paid features after reasonable notice and an opportunity to resolve the issue, unless immediate action is required by law or to prevent fraud.

9. Trials, previews and changes to the Services

Trial, beta and preview features may have limited functionality, support, capacity or availability and may change or be withdrawn. They are provided for evaluation on the terms stated when offered. A trial converts to a paid subscription only if that conversion and the charges have been disclosed and you have authorized them.

We may improve or change the Services over time. We will give reasonable notice of a material reduction or discontinuation where practical, and any agreed service commitment and applicable refund right will continue to apply. Do not use a preview as the only copy of essential information or rely on a feature that has only been announced for the future.

10. Suspension, termination and data export

We may suspend the affected account, feature or connection where reasonably necessary to address a material breach, unauthorized access, non-payment, a serious security risk, unlawful activity or a binding legal requirement. Where practical, we will explain the reason, limit the suspension to what is necessary and provide an opportunity to resolve the issue. We will restore access when the basis for suspension has been addressed, subject to applicable law.

Either party may terminate for the other's material breach if it is not remedied within 30 days after written notice, unless the breach cannot be remedied or immediate termination is legally required. You may also close your account at any time, subject to the payment and cancellation terms you accepted. We may terminate a free service with reasonable notice or discontinue a paid service in accordance with Section 8 and any applicable agreement.

When access ends, your right to use the affected Services ends. Export information you need before closing an account. Unless law or an urgent security restriction prevents it, an authorized Customer administrator may request export assistance within 30 days after termination for Customer Content still held by us, in a reasonably available format. This is an opportunity to retrieve available data, not a guarantee that every third-party format, configuration or integration can be reproduced.

After the applicable retrieval period, we may delete Customer Content, subject to our Privacy Policy, customer instructions and legal obligations. Backups, retained legal records and copies in external systems follow the applicable retention rules. Ending a subscription does not automatically delete records controlled by another organization or reverse completed external actions.

Accrued payment obligations, ownership, confidentiality, lawful data handling, limitations of liability and provisions intended to operate after termination will survive termination.

11. Our intellectual property

We and our licensors retain rights in the Services, software, documentation, branding and other materials we supply, except for rights expressly granted to you. You must not remove required notices or imply that we endorse your business or output without permission.

Components supplied under an open-source license remain subject to that license, including the rights it grants you.

12. Warranties and limitations of liability

We will provide the Services with reasonable care and skill. Except for express commitments in these Terms or an applicable agreement, and to the extent permitted by law, the Services and AI outputs are provided on an "as available" basis without a guarantee of uninterrupted operation, complete accuracy, suitability for a particular task or freedom from third-party claims. This does not remove any warranty or standard that cannot lawfully be excluded.

To the extent permitted by law, neither party is liable to the other for indirect or consequential losses arising from these Terms. Except for the exclusions below, each party's aggregate liability arising out of or relating to the Services is limited to the greater of USD 100 and the fees paid or payable by the Customer for the affected Services during the 12 months before the event giving rise to the claim. Multiple claims do not increase that limit.

These exclusions and limits do not apply to fraud, fraudulent misrepresentation, willful misconduct, death or personal injury caused by negligence, or any liability that cannot legally be excluded or limited. They do not reduce amounts properly due for purchased Services. A limitation here does not prevent an individual from exercising a non-waivable data protection or consumer right, or restrict a regulator's powers. Any different liability allocation in a signed enterprise agreement applies as specified in that agreement.

13. Governing law and disputes

Unless a separate written agreement specifies otherwise, these Terms are governed by the laws of Singapore, excluding its conflict-of-laws rules. The courts of Singapore have jurisdiction over disputes arising from these Terms.

Before starting proceedings, the parties should attempt in good faith to resolve the dispute through the contact in Section 15. This does not prevent urgent relief or require anyone to miss a legal filing deadline. If mandatory law gives you protection under another law or a right to bring a claim in another court, these Terms do not remove that protection or right.

14. Changes and general terms

We may update these Terms to reflect changes in the Services or applicable requirements. For material changes, we will provide at least 30 days' notice where practical, unless a legal requirement or urgent security need requires a shorter period. Changes apply prospectively. If you do not agree, you may stop using the affected Services and cancel renewal; changes will not remove commitments already made for a prepaid term without your agreement or an applicable contractual right. We will seek a new acceptance where required by law.

We may send service and legal notices to the account contact or through the Services. Keep that contact current. You may send notices to the contact below. Neither party is the other's partner or general legal agent. If a provision is unenforceable, the remaining provisions continue to apply. A failure to enforce a provision on one occasion is not a waiver of it.

Neither party may transfer this agreement without the other's consent, except as part of a merger, reorganization or transfer of the business to a successor that assumes its obligations. Such a transfer does not remove applicable privacy protections. These Terms and the applicable accepted orders and written addenda form the agreement for the Services, subject to mandatory law.

15. Contact us

Counso AI — Service and legal enquiries

Operator: ZERO BYTE LABS PTE. LTD.

UEN: 202211433Z

Email: sales@counso.ai

Contact address: 71 Robinson Road #15-148, Singapore 068895

For service, billing or legal requests, please include "Counso AI" in the subject line and identify the relevant account or workspace. Our Privacy Policy is available from the Services' legal links.