Terms of Service

1. The agreement and your authority

Paprel is operated by Nexara Global Pte. Ltd., Singapore ("Paprel", "we" or "us"). These Terms govern our websites, hosted accounting infrastructure, APIs, embedded interfaces, SDKs, sandbox, connected-client functionality and related support (the "Service"). "Customer" or "you" means the business accepting these Terms. An authorised user is someone you permit to use the Service; a connected company is a tenant or accounting entity provisioned under your account.

The Service is for business and professional use. You must be at least 18 and legally capable of contracting. If acting for an organisation, you represent that you can bind it. Accepting these Terms at registration or in an order forms the agreement. Users must act within the Customer’s authority. If you do not agree, do not register for or use the Service.

A signed agreement or order controls to the extent it expressly varies these Terms. The Data Processing Addendum is incorporated for covered personal-data processing and controls conflicting data-processing provisions, without changing liability limits unless expressly stated. An agreed SLA controls its service-level subject matter. These Terms control conflicting License provisions for authorised use of the Service. The Privacy Policy is a notice, not an additional contractual warranty. This hierarchy does not exclude liability for misleading statements or duties that cannot lawfully be excluded.

2. Service scope and embedded use

Features, deployments, limits, regions, integrations and support depend on your purchased plan or signed order. A feature list or roadmap does not commit us to deliver every feature in every environment. Dedicated hosting, implementation, migration and professional services require written agreement.

Subject to the agreement and payment, you may access the Service and integrate permitted APIs, SDKs and embedded interfaces into your business product for your authorised users and connected companies. You may distribute designated client components as needed for that integration. This does not permit standalone resale of Paprel software, access to non-public source code, or unrelated redistribution. Separate open-source licences continue to apply.

You administer your product and downstream customer relationship, provide appropriate notices and permissions, obtain lawful authority to provision tenants and data, and provide first-line support to your end users unless agreed otherwise. You must not represent that Paprel has agreed to obligations beyond this agreement. Paprel remains responsible for its own contractual and legal duties.

3. Accounts and acceptable use

Provide accurate account details; safeguard credentials, tokens and signing secrets; configure least-privilege access; supervise authorised users; and promptly report suspected compromise. Remove access when no longer needed. You are responsible for activity you authorise and reasonable security of systems you control.

Do not use the Service unlawfully or fraudulently; infringe privacy, confidentiality or intellectual property; introduce malware; access other tenants’ data; bypass limits or controls; or disrupt availability. Security testing requires authorisation within the scope described on the Vulnerability Disclosure Program. Reverse engineering restrictions do not limit rights that applicable law requires us to preserve. Sandbox is for synthetic or properly anonymised evaluation data, not live accounting or personal data.

4. Customer Data, confidentiality and intellectual property

Customer Data means records, files and content submitted to or generated for you within the Service. As between the parties, you retain your rights in Customer Data, subject to the rights of individuals and other owners. You grant us a limited licence to host, copy, transmit, display and process it to provide, secure and support the Service, follow documented lawful instructions and comply with law. You warrant that you have the necessary rights and authority to supply it.

Each party must protect the other’s non-public information with reasonable care, use it only for the agreement, and disclose it only to persons who need it and are bound to protect it. Exceptions apply to information lawfully public, previously known, independently developed or lawfully received without restriction. Legally compelled disclosure is permitted, with notice where lawful. Confidentiality survives while the information remains confidential.

Paprel and its licensors retain ownership of the Service and developer materials. Feedback may be used to improve the Service, excluding your confidential information and Customer Data. Neither party may use the other’s name or logo for publicity without permission.

5. Accounting, payments and connected clients

You remain responsible for source data, mappings, accounting treatment, reconciliation, tax and statutory filings, statutory recordkeeping and professional review. Software outputs do not themselves establish GAAP, IFRS, tax or audit compliance. Paprel does not provide accounting, tax, financial, investment, audit or legal advice through the Service. These responsibilities do not relieve Paprel of its express service obligations.

Banks, payment providers and third-party apps supply their own services under their terms. Enabling an integration does not by itself make Paprel your bank, payment provider or professional adviser. Review the actual service scope before using regulated workflows.

OAuth, App Connect, MCP and API permissions may allow third-party or AI clients to read data and initiate consequential writes, postings, sending or other actions. Do not assume that every action requires a separate human confirmation. Review scopes, outputs and your approval settings. You instruct us to make authorised data and functions available within those permissions. You are responsible for your chosen client and its downstream processing; Paprel remains responsible for its own access enforcement and processing.

Revocation prevents further access under the revoked authorisation but does not retrieve data already received by a client or reverse completed actions. Manage cached data and third-party retention with that provider. Retry and webhook behavior depends on the applicable endpoint contract; implement documented idempotency and verification procedures. No promise about a third-party model’s training or retention follows from connecting it to Paprel.

6. Fees, metering and renewal

The checkout or signed order identifies the plan, currency, billing interval, included operations and overage rate; the pricing page describes standard offers. Recurring plans renew for the same interval unless cancelled before renewal. Platform fees are billed in advance and usage in arrears unless agreed otherwise. You authorise collection by our payment provider. Fees exclude applicable taxes other than taxes on our net income.

Usage by your users, tenants, integrations and authorised automations counts under the metering rules disclosed for the purchased plan. Those rules must identify billable actions and treatment of failed calls, retries and batches. Later website changes do not retroactively change accrued charges. Monitor usage and contact us promptly about suspected errors; a good-faith dispute does not suspend payment of undisputed sums.

Trial duration, limits and paid conversion are shown when the trial begins. Cancel through account billing settings where available or contact contact@paprel.com before renewal. Cancellation stops future renewals and normally leaves access through the paid term. Refunds and service credits are available only where expressly provided in the accepted checkout terms, a signed agreement or order, an agreed SLA, or required by applicable law. Otherwise, fees are non-refundable; cancellation alone does not create a refund entitlement. This does not exclude recoverable breach damages under section 9.

We will give at least 30 days’ notice of a recurring price increase, effective at the next renewal after that notice, subject to existing commitments. For overdue undisputed fees we may suspend after notice and a reasonable opportunity to pay.

7. Service commitments and changes

We will provide paid services with reasonable care and skill and in material conformity with the agreed documentation. Notify us of a material failure so we can correct or reperform it. If a material breach remains uncured 30 days after written notice, you may terminate the affected service. Refunds and service credits follow section 6; any recoverable damages remain subject to section 9. Mandatory remedies are preserved and there is no double recovery.

Unless a signed order states otherwise, support is by email during Singapore business hours. Response targets are goals; availability credits or guarantees apply only under an agreed SLA. Sandbox and preview features are provided as available for evaluation. Except for express commitments and mandatory rights, we disclaim implied warranties, including fitness for a particular purpose and uninterrupted or error-free availability, to the extent permitted by law.

We may change the Service for functionality, security, law or dependencies. We will give reasonable advance notice of material reductions to paid core functionality, planned downtime and breaking API changes where practicable. Urgent security or legal changes may occur sooner with notice as practicable. This does not override signed commitments or the remedies for material breach.

8. Suspension, termination and data exit

Either party may terminate for a material breach not cured within 30 days of written notice. We may restrict access immediately where reasonably necessary to address a security threat, unlawful use or legal requirement, with notice and restoration when appropriate. Cancellation and expiry do not waive accrued charges or rights.

Subscription cancellation, expiry or suspension does not by itself delete a company workspace or its records, and does not guarantee continued access. Export the records you need before access ends. Contact support to request post-termination retrieval assistance; its availability, scope and any charges depend on the applicable agreement, technical feasibility and legal restrictions. This does not limit return or deletion rights under the Data Processing Addendum or applicable law.

Company deletion is a separate action. It initially marks the workspace for deletion rather than immediately erasing all records. Under the current standard automated process, a company marked for deletion becomes eligible for permanent cleanup after seven years from that action. Cleanup covers company records and associated uploaded files; failed cleanup is retried. This describes the standard automated process, not a universal legal retention requirement, a guarantee of seven-year storage or recovery, or permission to disregard a valid earlier deletion obligation.

Retention must remain justified for the applicable data and purpose. Earlier return or deletion requirements under the Data Processing Addendum, applicable law or a binding agreement take precedence over the standard schedule. Contact dpo@paprel.com for an authorised return or deletion request; do not assume that cancelling a subscription completes that request. Any legally required retention or documented legal hold must be limited to the affected records and purpose.

Backup copies follow the applicable backup lifecycle and may remain after records are removed from active systems. They remain protected and are not used for ordinary processing; restoration must not defeat an outstanding deletion obligation. Any binding deletion requirement continues to apply to remaining copies. Necessary Paprel billing, security and legal records may follow separate justified retention periods under the Privacy Policy. Existing agreed retention and exit obligations continue to apply.

You must maintain the records required for your business and arrange export before access ends. Confidentiality, accrued payment, liability, disputes and provisions needed to give effect to termination survive.

9. Liability limits

Any liability limit expressly agreed in a signed agreement or order controls. Otherwise, each party’s total liability arising from this agreement is limited to the fees actually paid under this agreement during the 12 months before the first event giving rise to a claim. This is one combined limit for all claims, including contract, negligence and misrepresentation, not a separate limit per claim, tenant or integration. Unpaid invoices and future payment commitments do not count.

To the extent permitted by law, neither party is liable for indirect or consequential loss, or loss of profit, revenue, business opportunity or anticipated savings. Reasonable direct costs of restoring Customer Data caused by a breach are not excluded solely because they concern data, but remain subject to the liability limit, causation and mitigation.

These exclusions and limits do not apply to fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or liability that cannot lawfully be limited. Accrued payment obligations and the customer third-party indemnity in section 10 are also outside them. Other customer breach, confidentiality, data-protection and IP claims remain subject to the limit unless expressly agreed otherwise.

Any agreed higher limit includes amounts recovered under the general limit unless expressly stated otherwise. These terms do not bind regulators or remove independent statutory rights of third parties.

10. Customer third-party indemnity

You will defend and indemnify Paprel against third-party claims, resulting damages and reasonable defence costs to the extent arising from infringement by material you supply or your unlawful Customer Data, instructions or use of the Service. This narrow indemnity is outside the section 9 cap. It does not cover Paprel-caused breach, negligence or wrongdoing to that extent, ordinary first-party breach losses relabelled as indemnity, or every material breach of these Terms.

Paprel must promptly notify you of a claim, allow reasonable control of defence and settlement and provide reasonable cooperation at your expense. Delay in notice reduces obligations only to the extent it prejudices the defence. No settlement may admit fault by, impose non-monetary obligations on, or fail to release Paprel without its written consent. Any Paprel IP indemnity applies only if expressly agreed in a signed enterprise agreement.

11. Singapore law, notices and general provisions

Singapore law governs this agreement. The parties submit to the exclusive jurisdiction of the Singapore courts. They will attempt good-faith resolution for 30 days after written dispute notice, without preventing urgent interim relief or filing to preserve a limitation period. No mandatory arbitration applies unless a signed agreement expressly replaces this forum.

Send legal notices to legal@paprel.com. We may send notices to your account or designated legal contact; keep those details current. We will give at least 30 days’ notice of material adverse standard-term changes, effective at the next renewal after notice, subject to signed commitments. You may cancel before that renewal. Urgent legal or security changes may take effect sooner with notice as practicable. Changes do not retroactively remove accrued rights.

Neither party is responsible for delay caused by events beyond its reasonable control, subject to reasonable mitigation; accrued fees remain payable. Invalid provisions are severable to the extent lawful. Failure to enforce is not waiver. Neither party may assign the agreement without consent, except with its business to a successor that assumes its obligations, provided data-transfer requirements remain satisfied. No unintended third party may enforce these Terms under the Contracts (Rights of Third Parties) Act 2001; this does not remove independent statutory rights. The agreement and incorporated documents constitute the entire agreement on their subject matter, without excluding fraud or legally protected reliance. The English version controls inconsistencies in translations.