TERMS OF SERVICE

1. Introduction

Welcome to Katalis.AI. These Terms of Service ("Terms") govern your access to and use of the website at https://katalis.ai, the Katalis client portal, and all services provided by Katalis Pte Ltd ("Katalis", "we", "us", or "our"), a company incorporated in Singapore (UEN: [INSERT UEN]).

By accessing our website, engaging our services, or using our AI tools (including LARA and NIKO), you agree to be bound by these Terms and our Privacy Policy. If you do not agree, please discontinue use immediately.

These Terms constitute the entire agreement between you and Katalis with respect to your use of our services, and supersede all prior discussions, representations, or agreements, whether oral or written. Any engagement-specific terms are set out in a separate Service Agreement or Statement of Work ("SOW"), which together with these Terms forms the complete binding agreement between the parties.

2. Services Provided

Katalis provides AI-powered digital marketing and brand growth services, including but not limited to:

• AI-assisted advertising campaign management on Meta (Facebook & Instagram), Google Ads, TikTok, Shopee, and Tokopedia
• Use of proprietary AI agents including LARA (AI Digital Marketer) and NIKO (AI Marketplace Analyst)
• Marketplace performance analytics and reporting
• Content creation and creative ad production
• Strategic marketing consultation and brand growth advisory
• Market entry facilitation services, including Malaysia-to-Indonesia market entry programmes

Katalis operates in Singapore, Indonesia, and Malaysia. Services are tailored for businesses operating in Southeast Asia. The specific scope, deliverables, timelines, and fees for each engagement are set out in the applicable Service Agreement or SOW.

2.1 Scope Changes

Any work requested by you that falls outside the agreed scope in the applicable Service Agreement constitutes a change of scope. Katalis will not be obligated to perform out-of-scope work without a written change order agreed upon by both parties. Scope changes may result in additional fees and revised timelines.

3. Eligibility

To use our services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into a binding agreement on behalf of yourself or your organisation
• Not be prohibited from receiving services under applicable law in Singapore, Indonesia, Malaysia, or any jurisdiction from which you access our services
• Not be subject to any sanctions, embargo, or export control restrictions that would prohibit engagement with Katalis

By using our services, you represent and warrant that you meet all eligibility requirements at all times during the engagement.

4. Client Obligations

As a client of Katalis services, you agree to:

• Provide accurate, complete, and up-to-date information about your business, products, advertising accounts, and any other information reasonably required for us to deliver services
• Grant Katalis necessary access to advertising platforms, marketplace accounts, analytics dashboards, and data required to deliver the agreed services
• Comply with all applicable laws in your jurisdiction, including advertising standards, consumer protection regulations, and data protection laws
• Not use our services for any unlawful, deceptive, misleading, or harmful purposes
• Promptly notify Katalis of any unauthorised access to your accounts, credentials, or business data
• Obtain all necessary licences, consents, and approvals for any content, assets, or materials you provide to Katalis for use in campaigns
• Not misrepresent your products, services, or business practices in any materials submitted to Katalis for campaign use

5. Account Access and Credential Security

Katalis requires administrative or manager-level access to your advertising and marketplace accounts in order to deliver services. By granting such access, you acknowledge and agree to the following:

5.1 Access Grant

• You authorise Katalis to access, manage, and operate your designated advertising accounts, marketplace seller accounts, and analytics platforms solely for the purpose of delivering the agreed services
• Access shall be granted through the platform's official access management features (e.g., Meta Business Manager partner access, TikTok Business Centre access) wherever technically possible
• You shall not be required to share master account passwords with Katalis; if direct credential sharing is unavoidable due to platform limitations, this shall be documented in the Service Agreement

5.2 Credential Security

• Katalis stores and manages client credentials using industry-standard security practices, including encrypted storage and access controls
• Katalis employees are granted access to client accounts on a need-to-know basis only
• Katalis will notify you promptly upon becoming aware of any unauthorised access to or breach of your account credentials

5.3 Access Revocation

• Upon termination or expiry of the engagement, Katalis will remove its access to your accounts within 5 business days, unless otherwise instructed by you
• You are responsible for removing Katalis's access if Katalis fails to do so within the stated period, using the access management features of the relevant platform
• Katalis is not responsible for any actions taken on your accounts by you or third parties after the engagement ends

6. Advertising Spend and Client Budgets

Katalis manages paid advertising budgets on behalf of clients across Meta, Google, TikTok, Shopee, and other platforms. The following terms apply to all ad spend managed by Katalis:

6.1 Budget Authorisation

• All advertising spend is executed within budgets pre-authorised by you in the applicable Service Agreement or written campaign brief
• Katalis will not exceed agreed budget caps without your prior written approval
• You are responsible for ensuring sufficient funds, valid payment methods, and active billing arrangements are maintained on your advertising accounts

6.2 Platform Billing

• Advertising spend is billed directly by the relevant third-party platform (Meta, Google, TikTok, etc.) to your payment method on file with that platform
• Katalis does not hold, process, or take custody of your advertising funds unless explicitly agreed in writing in the Service Agreement
• Katalis is not liable for billing errors, overcharges, or duplicate charges made by third-party platforms. Any such disputes must be raised directly with the relevant platform

6.3 Spend Discrepancies

• Katalis will endeavour to monitor campaign spend in real time and alert you to any significant anomalies
• In the event of a platform-side billing error that results in charges beyond your approved budget, Katalis will provide reasonable assistance in raising a dispute with the platform but accepts no financial liability for such overcharges
• Katalis's liability arising from any error in campaign budget management shall be limited to the fees paid to Katalis for the affected campaign in the preceding 30 days

7. Use of AI Agents (LARA and NIKO)

Katalis employs proprietary AI agents to assist in delivering services. You acknowledge and agree to the following terms governing their use:

7.1 Nature of AI Outputs

• NIKO (AI Marketplace Analyst) provides analytics, reporting, insights, and recommendations. All NIKO outputs are advisory in nature. You retain sole responsibility for any decisions made based on NIKO's analysis
• LARA (AI Digital Marketer) operates in two distinct modes:
  • Advisory Mode: LARA generates campaign recommendations, creative suggestions, audience strategies, and bid proposals. These require your explicit approval before execution.
  • Execution Mode: Where authorised by you by using, LARA may autonomously execute pre-approved campaign actions (such as bid adjustments, budget reallocations, and audience modifications) within parameters defined in your Service Agreement. Katalis human experts oversee all autonomous actions.

7.2 Liability for AI Actions

• For Advisory Mode outputs: Katalis's liability is limited to the accuracy and reasonableness of the recommendation, not the outcome of your decision to act on it
• For Execution Mode actions: Katalis accepts responsibility for actions taken by LARA within the parameters you have authorised. If LARA takes an action that falls outside your authorised parameters due to a system error, Katalis's liability is capped as set out in Section 14
• Katalis human experts validate material AI outputs and campaign decisions. However, no system is error-free and occasional inaccuracies may occur

7.3 Data Access for AI Tools

• LARA and NIKO may require access to your platform data (Shopee, TikTok Shop, Tokopedia, Meta, Google) to function effectively
• Data accessed by AI tools is used solely for delivering your services and improving Katalis's systems
• Your data will not be used to train models deployed for competing clients without your explicit written consent

7.4 AI System Updates

Katalis continuously improves its AI systems and reserves the right to update, modify, or replace AI tools without prior notice, provided that such changes do not materially degrade the quality of services delivered to you. For material changes to AI functionality, Katalis will provide reasonable advance notice.

8. Client Data Ownership and Use

8.1 Ownership

All data you provide to Katalis, and all data generated from your advertising accounts, marketplace accounts, and campaign performance, remains your property at all times. Katalis acquires no ownership rights over your business data.

8.2 Permitted Use

Katalis may use your data solely for the following purposes:

• Delivering the services agreed in your Service Agreement
• Generating reports, analytics, and insights for your benefit
• Improving and training the Katalis AI systems, subject to 8.3
• Complying with applicable legal obligations

8.3 AI Training Restriction

• Katalis will not use your identifiable business data, campaign data, or performance metrics to train AI models that are deployed for the direct benefit of your competitors
• Katalis may use aggregated, anonymised, and de-identified data derived from your campaigns as part of general model improvement, provided such data cannot be attributed to your business

8.4 Data Upon Termination

• Upon termination of the engagement, Katalis will provide you with a copy of your campaign data and reports in a standard format within 14 business days of your written request
• Katalis will delete or anonymise your identifiable business data within 90 days of engagement termination, unless a longer retention period is required by applicable law
• Backup copies may be retained for up to 12 months in encrypted form for disaster recovery purposes before secure deletion

9. Intellectual Property

9.1 Katalis IP

All content, tools, methodologies, AI models, proprietary frameworks, branding, and materials developed by Katalis — including LARA, NIKO, and the Marketing Brain system — are the exclusive property of Katalis Pte Ltd or its licensors and are protected by applicable intellectual property laws. You may not reproduce, distribute, modify, reverse-engineer, or create derivative works from Katalis IP without prior written consent.

9.2 Client Deliverables

Ad creatives, campaign reports, content, and other materials produced specifically for your brand under a Service Agreement ("Client Deliverables") are licensed to you for use in connection with your marketing activities upon full payment of the applicable fees. This licence is non-exclusive, non-transferable, and limited to your own business use.

9.3 Client Materials

You retain all ownership rights in any materials, assets, brand guidelines, logos, or content you provide to Katalis. You grant Katalis a limited, non-exclusive licence to use such materials solely for the purpose of delivering the agreed services.

9.4 Case Studies and Marketing

Katalis reserves the right to reference your business name, logo, and aggregated campaign results in case studies, pitch materials, website content, and marketing collateral, unless you have notified us in writing that you require confidentiality. We will not disclose specific financial figures without your prior written approval. You may withdraw this consent at any time with reasonable notice.

10. Confidentiality

Each party ("Receiving Party") agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party ("Disclosing Party") in connection with the engagement ("Confidential Information"), and to use such information solely for the purposes of fulfilling obligations under these Terms.

10.1 What Qualifies as Confidential

Confidential Information includes, without limitation: business strategies, campaign data, financial information, technical processes, client lists, AI methodologies, and any information designated as confidential by the Disclosing Party.

10.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was already known to the Receiving Party prior to disclosure, without restriction
• Is independently developed by the Receiving Party without use of the Confidential Information
• Is disclosed with the prior written approval of the Disclosing Party
• Is required to be disclosed by applicable law, regulation, court order, or regulatory authority, provided the Receiving Party gives reasonable prior written notice to the Disclosing Party where legally permitted
• Is shared with professional advisors (lawyers, accountants, auditors) who are bound by equivalent confidentiality obligations

10.3 Duration

Confidentiality obligations survive the termination of any engagement with Katalis for a period of 3 (three) years, except in relation to trade secrets, which shall remain confidential indefinitely.

11. Non-Solicitation

During the term of any active engagement and for a period of 12 (twelve) months following its termination:

11.1 Client Non-Solicitation of Staff

You agree not to directly solicit, recruit, employ, or engage (whether as employee, contractor, or consultant) any Katalis employee or contractor who was involved in delivering services to you, without the prior written consent of Katalis. A fee equal to three months' salary of the relevant individual may be payable by you to Katalis if this clause is breached.

11.2 Katalis Non-Solicitation of Clients

Katalis agrees not to directly solicit your employees or key personnel for employment or engagement during the same period.

12. Payment Terms

Fees for Katalis services are agreed prior to engagement commencement and set out in the applicable Service Agreement. The following general terms apply:

12.1 Invoicing and Payment

• Invoices are due for payment immediately
• Payment must be made in the currency stated on the invoice via the payment method agreed in the Service Agreement
• All fees are exclusive of applicable taxes including VAT, GST, or Indonesian PPN, which will be added where applicable
• Katalis will not be liable to offer any refunds.

12.2 Late Payment

• Invoices unpaid after the due date will accrue interest at 1.5% per month (or the maximum permitted by applicable law, whichever is lower) from the due date until the date of payment
• If payment remains outstanding for more than 30 days after the due date, Katalis reserves the right to suspend services with 7 days' written notice, without liability for any resulting disruption to your campaigns
• Katalis reserves the right to resume services only upon receipt of all outstanding amounts plus any accrued interest

12.3 Disputes

If you dispute any invoice in good faith, you must notify Katalis in writing within 7 days of receipt, specifying the disputed amount and reasons. Undisputed portions of an invoice remain payable by the original due date.

12.4 Refunds

Refunds are handled on a case-by-case basis as outlined in the applicable Service Agreement. Fees for completed work or services already delivered are generally non-refundable. Any refund request must be submitted in writing within 30 days of the relevant invoice date.

13. Third-Party Platforms and Sub-Processors

13.1 Third-Party Platforms

Our services involve the use of third-party platforms including Meta, Google, TikTok, Shopee, Tokopedia, Shopify, and others. Your use of these platforms remains subject to their respective terms of service, advertising policies, and community standards. Katalis is not responsible for:

• Changes to third-party platform features, algorithms, policies, or pricing
• Suspension, restriction, or termination of your accounts on third-party platforms, regardless of the reason
• Third-party data breaches, security incidents, or technical failures
• Changes to platform ad targeting capabilities, audience reach, or performance benchmarks

13.2 Sub-Processors

Katalis uses the following categories of sub-processors and third-party technology providers in delivering its services. These parties may process your business data as part of service delivery:

• AI and machine learning infrastructure providers (including but not limited to large language model providers used to power LARA and NIKO)
• Cloud hosting and data storage providers
• Analytics and reporting tool providers
• Payment processing providers

An up-to-date list of sub-processors is available upon written request to team@katalis.ai. Katalis takes reasonable steps to ensure sub-processors maintain appropriate data protection and security standards consistent with applicable law.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

14.1 Exclusion of Indirect Damages

Katalis shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your use of our services, including but not limited to:

• Loss of revenue, profits, data, or business opportunities
• Changes to third-party platform algorithms, policies, or performance outcomes
• Campaign results that do not meet your expectations or stated targets
• Business interruption or reputational harm

14.2 Aggregate Liability Cap

Katalis's total aggregate liability to you for all claims arising under or in connection with these Terms or any Service Agreement shall not exceed the total fees paid by you to Katalis in the three (3) calendar months immediately preceding the event giving rise to the claim.

14.3 Exceptions

The limitations in this Section do not apply to:

• Death or personal injury caused by Katalis's gross negligence or wilful misconduct
• Fraudulent misrepresentation by Katalis
• Any liability that cannot be excluded or limited under applicable law

14.4 Mitigation

Each party has a duty to take reasonable steps to mitigate any loss or damage suffered. Failure to mitigate may reduce or extinguish any liability of the other party.

15. Disclaimer of Warranties

Katalis provides its services on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, we make no warranties, express or implied, regarding:

• The accuracy, completeness, or fitness for purpose of AI-generated outputs, recommendations, or analytics
• Uninterrupted, timely, or error-free operation of our platforms, AI tools, or integrations
• Specific marketing results, ROAS targets, sales volumes, or revenue outcomes
• The continued availability of any third-party platform integrations

16. Privacy and Data Protection

Katalis collects and processes personal and business data in accordance with our Privacy Policy, available at https://katalis.ai/privacy. By using our services, you consent to such collection and processing.

Katalis complies with applicable data protection laws across its operating jurisdictions, including:

• Personal Data Protection Act 2012 (PDPA) — Singapore
• Undang-Undang Perlindungan Data Pribadi (UU PDP) No. 27 of 2022 — Indonesia
• Personal Data Protection Act 2010 (PDPA 2010) — Malaysia

Where Katalis processes personal data on your behalf as a data processor, the parties shall comply with the data processing obligations set out in the applicable Service Agreement or a separate Data Processing Addendum. You, as the data controller, are responsible for ensuring you have a lawful basis for sharing personal data with Katalis and that relevant data subjects have been notified of such processing.

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to:

• Acts of God, natural disasters, floods, earthquakes, or extreme weather events
• Government actions, regulations, sanctions, or export restrictions
• Pandemics, epidemics, or public health emergencies
• War, terrorism, civil unrest, or national emergencies
• Government-mandated suspension or ban of any third-party platform used in service delivery (e.g., regulatory action against Meta, TikTok, or Google in any jurisdiction)
• Major internet outages, cyberattacks, or infrastructure failures beyond the party's reasonable control
• Strikes, lockouts, or industrial action not involving that party's own employees

The party affected by a force majeure event must notify the other party in writing as soon as reasonably practicable. If the force majeure event continues for more than 30 consecutive days, either party may terminate the affected services by written notice without penalty, subject to payment for services already delivered.

18. Termination

18.1 Termination by Agreement

Either party may terminate any active engagement in accordance with the notice period and procedures set out in the applicable Service Agreement.

18.2 Termination for Cause

Katalis reserves the right to immediately suspend or terminate access to its services, without liability, if you:

• Materially breach any provision of these Terms and fail to remedy the breach within 14 days of written notice
• Provide false or materially misleading information to Katalis
• Use our services in violation of any applicable law or third-party platform policy
• Become insolvent, enter administration, liquidation, or equivalent proceedings
• Engage in conduct that could expose Katalis to legal liability or reputational harm

18.3 Consequences of Termination

• All rights granted to you under these Terms cease immediately upon termination
• You remain liable for all fees due for services delivered up to the date of termination
• Katalis will follow the data return and deletion process set out in Section 8.4
• Katalis will remove its access to your accounts in accordance with Section 5.3
• Provisions that by their nature should survive termination (including Sections 8, 9, 10, 11, 14, 19, and 20) shall continue in full force

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict of law principles.

19.2 Amicable Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any Service Agreement, the parties agree to first attempt to resolve the matter through direct good-faith negotiation. A party wishing to invoke this process must send written notice to the other party, and both parties shall have 30 days to reach an agreed resolution before escalating.

19.3 Jurisdiction

If amicable resolution is unsuccessful, any dispute shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.

20. Changes to These Terms

Katalis reserves the right to update these Terms at any time. We will provide notice of material changes by:

• Posting the updated Terms on this page with a revised effective date
• Sending an email notification to the primary contact on your account at least 14 days before changes take effect for material amendments

Continued use of our services following the effective date of any changes constitutes your acceptance of the updated Terms. If you do not accept the changes, you must notify us in writing before the effective date and discontinue use of the affected services.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any applicable Service Agreement, SOW, and Privacy Policy, constitute the entire agreement between you and Katalis with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

21.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

21.3 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver is only effective if given in writing.

21.4 Assignment

You may not assign or transfer any rights or obligations under these Terms without Katalis's prior written consent. Katalis may assign its rights and obligations to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets, with reasonable notice to you.

21.5 Notices

All formal notices under these Terms must be in writing and delivered by email to the addresses stated in the applicable Service Agreement, or for Katalis, to team@katalis.ai. Notices are deemed received on the business day following confirmed delivery.

22. Contact Us

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

• Email: team@katalis.ai
• Website: https://katalis.ai
• Registered Address: 32 Pekin Street, Singapore