These terms are written in plain English on purpose. Where a term protects us more than it protects you, it says so rather than hiding behind long sentences.
01Who you are contracting with
KeelSG is supplied by NICKTUNG, a sole proprietorship registered in Singapore under UEN 53267689X, with its registered address at 10 Ubi Crescent, #05-32, Ubi Tech Park, Singapore 408564.
Please read this paragraph carefully, because it is unusual and it is important. A sole proprietorship in Singapore is not a separate legal entity. It is a business name under which an individual trades. That means your contract is with the individual who owns NICKTUNG, personally, not with a company. Throughout these terms, "we", "us" and "our" mean that individual trading as NICKTUNG.
Two practical consequences follow, and we would rather you understood them now than discovered them later:
- There is no company standing between you and the owner. The owner's liability under this contract is personal. Sections 13 and 14 place contractual limits on it, and those limits are ordinary contract terms, not a limited-liability shield created by incorporation.
- The business does not automatically outlive its owner. A sole proprietorship has no separate existence, so it cannot be inherited the way shares in a company can. Section 19 deals with what happens if the business is incorporated or transferred.
Your contract is with NICKTUNG, UEN 53267689X, and with no other business. A contract with a differently named company is not a contract with us. If you have been given a quotation, invoice or agreement for KeelSG work naming a different entity or a different UEN, stop and ask us which is correct before you sign it.
02Accepting these terms
You accept these terms by using the KeelSG website, by signing in to the product, by taking part in a pilot, or by engaging us to set KeelSG up for you.
If you are accepting on behalf of a company, you are confirming that you have the authority to bind that company. If you do not, please do not accept.
Where we have signed a separate written quotation, pilot agreement, engagement letter or proposal with you, that document takes precedence over these terms wherever the two conflict. These terms fill the gaps; they do not override what we specifically agreed with you.
03What KeelSG is
KeelSG is the AI sales operations system for Singapore SMEs. It is one product with two modules, named by the work your team does in them:
- Orders, where the orders your buyers send you are captured, checked, confirmed and followed through. Orders arrive the way your buyers already send them, through the channels you choose to connect, such as WhatsApp, Telegram, email, or a purchase order in PDF or Excel. KeelSG reads each one and proposes a draft order for a person on your team to check and confirm. From a confirmed order it can prepare quotations, customer updates, delivery notes, receipt notes and invoice drafts.
- Customers, where your buyers and prospects are kept as customer records: accounts, contacts, leads, pipeline stages, activities, lead scoring, opportunities, won and lost outcomes with recorded reasons, audience segmentation, campaign design and reporting, dashboards and reports, data exports in four formats, privacy and retention controls, an audit trail, and an AI assistant that only ever proposes.
The two modules share the same customer records. An order is placed by a customer, so there is nothing to copy or sync between them.
03.1What is available today, and what is in pilot
The Customers module is available today. The Orders module is being built into KeelSG now, and we are taking pilot customers for it.
Because Orders is still being built, not every feature described in these terms is available to every pilot customer on the day the pilot starts. Your written pilot quotation says which channels, documents and connections are switched on for you. If a feature is not named in your quotation, do not rely on it being there.
03.2What it does not do, stated up front
These are current limits of the product, not features we are keeping quiet about:
- It is not your accounting system. It does not issue tax invoices, file or account for GST, keep your books, take payments or manage your stock. Section 06 explains how invoice drafts work.
- It does not message your buyers on its own. An order update goes out only when a person on your team changes the order's status, and only from a message template you approved. An AI-drafted reply is only ever sent after a person on your team has reviewed and approved it.
- It does not send campaign email or campaign messages. The Customers module builds audiences, designs and personalises campaign content, and previews it. Actually delivering a campaign requires a separate delivery provider to be connected and verified, and none is live today. The preview contacts nobody.
- It does not connect itself to other systems. Channels and integrations are scoped and set up with you. There is no self-service connector marketplace, and connecting a channel or an accounting system is work, not a switch.
- It does not produce a sales forecast. Forecasting is not part of the current product.
- It does not act on its own. Nothing the AI produces is sent, confirmed, priced, applied or executed without a person approving it. This is described fully in section 09.
If a salesperson, a web page or a document tells you otherwise, these terms are the version that governs.
04Accounts, users and access
There is no public signup. Accounts are created by invitation from an administrator inside your organisation. Invitations expire, and cannot be issued with an expiry more than seven days out.
You are responsible for:
- the accuracy of the account details you give us;
- keeping sign-in credentials confidential;
- the actions taken by people you invite, and by anyone using their credentials;
- removing access promptly when someone leaves your organisation or changes role;
- choosing appropriate roles and permissions for your own staff, including who may confirm orders, approve prices and approve replies to buyers.
Tell us as soon as you suspect unauthorised access to your workspace.
A KeelSG workspace serves the one organisation, under one UEN, named in your quotation. It does not extend to a related company, a subsidiary, a parent or a separately registered entity. Those are separate workspaces.
05Fees, invoicing and payment
We do not publish a price. Each pilot and each engagement is scoped and quoted in writing before any work starts, and the quotation is what you pay against.
How payment works:
- We invoice you. There is no self-service billing and no payment page in the product. We do not collect, process or store card details, and we do not use a payment processor inside KeelSG.
- Payment terms, any deposit and any milestone schedule are set out in your quotation or engagement letter.
- Fees are exclusive of GST and of any other tax or duty that applies, unless the quotation states otherwise.
- Third-party messaging, email, telephony and AI usage is metered or governed by a written fair-use policy, and is separate from the quoted fee unless the quotation says it is included.
- Channels, connections and work beyond those named in your quotation are separately scoped and separately priced.
- Changes to what you have bought require a commercial review and a written variation. There is no in-product upgrade button.
A quoted scope is a fixed scope. Work outside the agreed scope is quoted separately before it is done, not billed afterwards as a surprise.
05.1No promise about government funding
KeelSG is not sold on the basis of any government funding scheme. We do not say that KeelSG, a pilot, or any fee you pay us qualifies for government support, and nothing in these terms, and nothing said in a sales conversation, is a promise that any funding is available or will be approved. If you decide to apply for any government support, you apply in your own name, you make your own declarations, and the decision belongs to the agency concerned.
06Invoices, GST and your accounting system
This section exists because order software and accounting software are easy to confuse, and the difference matters to you at tax time.
KeelSG does not issue tax invoices. Where your pilot includes invoice drafts, KeelSG prepares a draft from a confirmed order, using the prices, quantities and customer details in that order. The draft is a working document, not a tax invoice.
Your accounting system issues the invoice. Where you have connected an accounting system, such as Xero, QuickBooks or AutoCount, and asked KeelSG to hand drafts over to it, KeelSG passes the draft to that system on your instruction. Your accounting system is where the invoice is numbered, finalised, issued and recorded. Where you have not connected one, you can download or export the draft and enter it yourself.
You are responsible for every invoice you issue. That includes checking that each draft is complete and correct before it becomes an invoice, applying GST correctly, meeting the requirements for a valid tax invoice where you are GST-registered, and keeping the records the law requires. KeelSG helps you prepare the paperwork; it does not take on your tax obligations.
Receipt notes are not tax invoices either. Where your pilot includes receipt notes, a receipt note generated by KeelSG shows unit prices, currency and totals, and it is marked "Not a tax invoice".
Line prices and totals are worked out by fixed rules. Where your pilot includes order pricing, invoice drafts or receipt notes, prices and totals are worked out from the price lists and customer pricing you give us, not by the AI, and totals in different currencies are never added together. If your price list is wrong, the drafts will be wrong too, so keeping it current is part of your side of the work.
Once data reaches your accounting system, that system's own terms and privacy policy apply to it. We do not control, and are not responsible for, what happens to data inside another company's product.
07What you may not do
You agree not to:
- use KeelSG to store or process personal data you have no lawful basis to hold, including the details of buyers who send you orders;
- connect a channel, such as a WhatsApp number, a Telegram account or an email inbox, that you are not entitled to use for your business;
- use KeelSG, or a channel connected to it, to send unsolicited marketing in breach of the Spam Control Act or the PDPA's Do Not Call provisions;
- upload content that is unlawful, that carries malicious code, or that infringes somebody else's intellectual property, including in the knowledge hub documents you give the AI to draw on;
- deliberately attempt to reach another customer's data, or to bypass the permission or isolation controls;
- probe, scan or load-test the production system without our written agreement, which we will normally give if you ask;
- reverse engineer the product, except to the extent Singapore law says you may do so regardless of what a contract says;
- resell, sublicense or provide the product as a service to a third party, unless we have agreed that in writing;
- build a competing product using our code, our configuration or our documentation;
- use automated means, including the API, to extract data in a way that degrades the service for others.
If you find a security vulnerability, please report it to nick@drnicktung.com before doing anything else with it. We will not pursue anyone who reports a genuine issue responsibly and gives us a reasonable chance to fix it.
08Your data
Your data is yours. We do not claim ownership of the orders, buyer contact details, conversations, purchase orders, quotations, invoice drafts, delivery records, customer records, campaigns or documents you put into KeelSG, or that your buyers send you through it. We do not sell it, we do not share it with advertisers, and we do not use it to train AI models.
You are the organisation responsible, under the PDPA, for the personal data in your workspace, including the personal data of the buyers who send you orders. That means you decide what goes in, what it is for, how long it is kept, and who may see it. It also means you are responsible for telling your buyers how you use their details, where the PDPA requires it. We hold and process that data on your instructions as a data intermediary. Our Privacy Policy sets out what that split means in practice.
You can get your data out at any time. KeelSG exports in CSV, XLSX, XML and TSV, from a single authorised dataset so that all four formats represent the same records. Exports are permission-checked on the server, audited, and each export is available for twenty-four hours, through download links that expire after a minute. Order exports arrive with the Orders module.
Data you send out of KeelSG leaves on your instruction. When you connect an accounting system, use the API, or point a webhook at a system of your choice, the data you send there leaves KeelSG because you asked for it to. The receiving system's own terms then apply to its copy, and it is your choice what you connect and what you send.
We may use aggregated, de-identified information about how the product is used to improve it. This never contains your customers' or your buyers' personal data, never contains message content, and is never attributed to you by name. It is never used to create, develop, train or improve an AI model, and that includes anything derived from WhatsApp messages.
09The AI, and what you are responsible for
KeelSG uses AI in four places. In the Customers module, an assistant can summarise a lead, suggest a next action, draft a follow-up and flag pipeline risk, and, where you switch it on, the AI can read the details from a photographed name card so your staff do not have to type them in. A person always checks and confirms those details before a lead is created. In the Orders module, the AI reads incoming messages and purchase orders and proposes draft orders, and it can draft a reply to a buyer using the conversation and the knowledge hub documents you have uploaded. The exception is WhatsApp in its first version, where the AI does not draft replies to buyers: see section 18.1 and section 11.8 of our Privacy Policy.
Every AI output is a proposal. A person must accept, edit or reject it. The AI does not confirm an order, cancel an order, set a price, create a customer or a product, change an authoritative record, send a message to anyone, or trigger an external action by itself. In the Customers module, the output schema itself requires each recommendation to be marked as awaiting human approval and as not externally sent, so this is enforced by the code and not only by policy. The Orders module is being built on the same rule.
What follows from that:
- AI output can be wrong. It can be confidently wrong. It can misread a message, pick up the wrong quantity or unit, miss context that never made it into KeelSG, or draw an inference the facts do not support.
- You are responsible for what you approve. Once a person in your organisation confirms an order, approves a price, sends a reply or acts on a recommendation, it is your organisation's decision and your organisation's communication, not ours. Check each draft order against what the buyer actually sent before you confirm it.
- The knowledge hub is only as good as what you put in it. A reply drafted from an out-of-date price sheet or policy will repeat it. Keep those documents current, and remove the ones that no longer apply.
- Do not use it as legal, tax, financial or regulatory advice. It is a sales and order assistant reading your own records.
- The AI is only active if a model provider has been configured for your workspace. If none is configured, the AI features are off.
- Where the evidence is insufficient, the AI is built to say so rather than to invent an answer. That is a design goal, not a guarantee about every response.
10Taking part in a pilot
A pilot is an early, working use of the Orders module on your real orders, set up with you and quoted in writing. Taking part means accepting a few things that do not apply to a finished product, and we would rather state them plainly:
- Features will change during the pilot. We are building as we go. We may add, change or remove Orders features, and change how they work, as we learn from pilots. Where a change materially reduces something you rely on, we will tell you before it happens.
- The pilot covers what your quotation names. The channels, documents and connections included, the people we train and the length of the pilot are set out there.
- Pilot does not mean looser rules on your data. Everything in these terms and in our Privacy Policy about your data, your buyers' data, the AI and security applies in full during a pilot.
- There is no extra service promise during a pilot. A pilot carries no uptime commitment, and no promise about government funding, beyond what section 12 and section 05.1 already say.
- What happens at the end of the pilot is set out in your quotation. Whatever it says, you keep the right to export your data under section 08.
11Setting KeelSG up
Setting KeelSG up is work we perform, and it needs you as well as us. You agree to give us, within a reasonable time:
- access to the data you want loaded, in a usable form, such as your product list, your price lists and your customer list;
- a named person on your side who can make decisions;
- reasonable availability for scoping, configuration review and training sessions;
- the access needed to connect the channels and systems named in your quotation, such as your business WhatsApp number or your accounting system;
- timely feedback at the review points we agree.
Delivery timelines assume that. Where a delay is caused by our waiting on you, the timeline moves.
The number of channels, connections, pipelines, business units, dashboards, configured automations and data sources included is set by your quotation. Anything beyond that is a scoped variation.
12Availability, support and changes
We do not currently offer a contractual uptime guarantee, and we are not going to print a number we cannot yet stand behind. The service is provided on a commercially reasonable-efforts basis. If we introduce a service level commitment, it will be a separate written document.
We may need to take the service down for maintenance, upgrades or urgent security work. We will give notice where it is planned and we can. Urgent security work may have to happen without notice.
The product runs on third-party infrastructure, and orders arrive through channels run by other companies. An outage at a hosting, database, model, messaging or email provider can make the service, or a channel, unavailable through no act of ours. A message a buyer sends while a channel is down may arrive late or not at all, so keep your usual way of confirming important orders with buyers.
Post-sales support is published, and these are the hours. Support runs Monday to Friday, 9am to 6pm Singapore time, by telephone and teleconference. Email at nick@drnicktung.com is monitored 24 hours a day, 7 days a week. The support channels we offer are email, telephone on +65 8668 4687, and our published FAQ at keelsg.com/faq. We do not offer on-site support, and there is no contact form on the website.
What sits inside your support scope, as opposed to chargeable new work, is set out in your quotation or engagement letter. Where a task is not stated there, it is not included, and it should be agreed in writing before you rely on it.
We may change, improve or remove features. Where a change materially reduces a function you rely on, we will tell you before it happens.
13Warranties, and what we are not promising
We warrant that we will perform the setup work with reasonable care and skill, and that we have the right to let you use the product described here.
Beyond that, and to the extent Singapore law permits, the product is provided "as is". In particular we do not warrant that:
- it will be uninterrupted or error-free;
- every defect will be fixed;
- it will meet a requirement you have not told us about;
- AI output, including a draft order or a drafted reply, will be accurate;
- an invoice draft will be correct, complete or valid as a tax invoice;
- your use of it will by itself make you compliant with the PDPA, GST rules or any other law. Compliance depends on how your organisation configures and operates it, and on decisions only you can make.
We are not certified against Cyber Trust, the Data Protection Trustmark or ISO 27001. We hold Cyber Essentials (2025) for ICT Vendors, certificate CEM-2026-261, issued by ISOCert Pte Ltd and valid from 25 September 2026 to 24 September 2028, and its scope is the production and development environment of the ICT vendor for the service. The website https://keelsg.com had an independent web application vulnerability assessment and penetration test by a CREST-accredited firm from 25 to 27 September 2026. That test covered the application as it stood on those dates; the Orders module was not part of it. Neither the certificate nor the test is a warranty that the product is free of defects or vulnerabilities. If your procurement process requires any of these, ask us for the current position before you commit.
14Limitation of liability, written honestly for a sole proprietorship
This section is the one most likely to be copied carelessly from another company's terms, so we have written it deliberately.
We are not a company. NICKTUNG is a sole proprietorship, so this clause is a contractual limit agreed between you and an individual. It is not, and does not create, the limited liability that shareholders of an incorporated company enjoy. Nothing in these terms should be read as suggesting that a corporate structure caps the owner's exposure, because there is no such structure.
Subject to that, and to the extent Singapore law allows:
- Our total aggregate liability arising out of or in connection with these terms and your use of KeelSG, whether in contract, tort including negligence, or otherwise, is limited to the total fees you have paid us in the twelve months immediately before the event giving rise to the claim.
- We are not liable for indirect or consequential loss, or for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or loss or corruption of data, in each case however arising.
- Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited. That includes liability for death or personal injury caused by negligence, and liability for fraud or fraudulent misrepresentation.
- These limits are subject to the Unfair Contract Terms Act 1977 of Singapore. Where that Act requires a term of this kind to be reasonable, this clause takes effect only so far as it is reasonable.
We have set the limits at this level because the fees are set for a defined scope, and an unlimited exposure against them is not a risk an individual can responsibly carry. If you need a higher limit for your own risk policy, tell us during scoping. It is a commercial conversation and it may change the price, but it is a conversation we are willing to have rather than one we will refuse.
15Indemnity
You will indemnify us against claims, losses and reasonable legal costs arising from:
- personal data you put into KeelSG, or had your buyers send through it, that you had no lawful basis to hold or to use in the way you used it;
- marketing you sent using data from KeelSG, or through a channel connected to it, in breach of the PDPA's Do Not Call provisions or the Spam Control Act;
- an invoice, a price or a message you approved and issued;
- content you uploaded that infringes a third party's rights;
- your use of the product in breach of section 07.
This does not apply to anything caused by our own breach of these terms or our own negligence.
16Confidentiality
Each of us will keep the other's confidential information confidential, use it only for the purposes of this engagement, and protect it with at least reasonable care. Your orders, prices, buyer lists and knowledge hub documents are your confidential information. This does not cover information that is already public through no fault of the receiver, was already known, is independently developed, or must be disclosed by law or by a regulator. Where disclosure is compelled, the disclosing party will tell the other where it is lawfully able to.
17Term, suspension and termination
These terms apply for as long as you use the website or the product.
We may suspend access where there is a genuine security risk, where the law requires it, or where an invoice is materially overdue and we have given you written notice and a reasonable chance to fix it. We will restore access as soon as the reason for suspension is resolved.
Either of us may terminate an engagement in the circumstances set out in the quotation or engagement letter. Either of us may terminate immediately for material breach that is not fixed within thirty days of written notice.
On termination:
- you may export your data in any of the four supported formats, and we will give you a reasonable period to do so;
- channels connected to KeelSG are disconnected, so new messages from your buyers stop arriving in KeelSG and go only to the channel itself;
- after the export period, and subject to any legal hold or legal retention requirement, your workspace data is deleted;
- fees already paid for work already performed are not refunded;
- the sections that are meant to survive, including data ownership, confidentiality, limitation of liability, indemnity and governing law, survive.
18Other companies' services you connect
Channels such as WhatsApp, Telegram and email, and systems such as Xero, QuickBooks and AutoCount, are run by other companies under their own terms. When you connect one to KeelSG:
- you are responsible for having the right to use it for your business, and for following its terms, including any messaging rules it sets;
- its terms and privacy policy apply to the data inside it, and we do not control what it does with that data;
- if it changes, restricts or withdraws what it offers, the part of KeelSG that depends on it may stop working, and that is not a breach of these terms by us.
18.1WhatsApp, when you connect it
This applies once you connect your own WhatsApp Business number to KeelSG. The WhatsApp connection is still being built, and your quotation says whether it is switched on for you, as section 03.1 explains.
- Your WhatsApp account stays yours. You own your WhatsApp account and number. You connect it to KeelSG yourself, and you can disconnect KeelSG at any time. We cannot restrict your access to it.
- Your customers' agreement is your responsibility. You are responsible for having each customer's agreement to receive order updates on WhatsApp from you, for following the PDPA in how you use your customers' details, and for following WhatsApp's Business terms and Messaging Policy. KeelSG records when a customer first messages you and when a customer opts out or opts in again, and it will not send updates to a customer who has opted out. It cannot know whether you had a customer's agreement some other way, so that stays with you.
- Meta bills you, not us. Meta bills you directly for the messages it delivers from your number. We do not add to that, we do not resell it, and we do not set or control Meta's prices or rules. Keeping a working payment method on your WhatsApp account is your responsibility. If it fails, messages may not be delivered, and KeelSG will tell you when it can see that.
- Order messages only. The WhatsApp connection is for order messages to customers who have contacted you. You must not use it to send marketing messages. We may suspend the connection to protect your WhatsApp account or to follow Meta's rules.
- A person confirms every order. KeelSG prepares drafts. A person on your team checks and confirms every order and is responsible for it. KeelSG sends nothing to a customer on WhatsApp until a person on your team has acted, and then only in wording you have approved.
- No promise about delivery. Messages travel through a service run by Meta, which we do not run. We do not promise that any message will be delivered, that Meta's service will be available, or that Meta will keep accepting your account.
- Reaching us. For help, an escalation or a deletion request, write to nick@drnicktung.com. A customer of yours who wants their own data deleted can follow section 15.6 of our Privacy Policy.
19If the business is incorporated or transferred
Because NICKTUNG is a sole proprietorship rather than a company, a change of ownership cannot happen by transferring shares. It happens by transferring the business.
We may transfer this contract, and the rights and obligations under it, to a company incorporated by the owner to continue the same business, or to a purchaser of the business as a going concern. If we do, we will give you written notice, the transferee will be bound by these terms, and any transfer of personal data as part of that will be handled in line with the PDPA and our Privacy Policy.
You may not transfer your rights under these terms without our written consent, which we will not unreasonably withhold.
20General
- Entire agreement. These terms, together with any quotation, pilot agreement, engagement letter or proposal we have signed with you and the Privacy Policy and Cookie Policy, are the whole agreement between us on this subject.
- No waiver. If we do not enforce something straight away, we have not given up the right to enforce it later.
- Severability. If a court finds part of these terms unenforceable, the rest stays in force.
- No partnership. Nothing here creates a partnership, joint venture, employment or agency relationship between us.
- Third parties. Nobody other than you and us has rights under these terms, and the Contracts (Rights of Third Parties) Act 2001 does not apply.
- Changes. We may update these terms. We will change the date at the top, and for existing customers we will give notice of a material change directly rather than relying on you to notice.
- Notices. Written notice to us goes to nick@drnicktung.com. Written notice to you goes to the email address on your account or in your quotation or engagement letter.
21Governing law and disputes
These terms are governed by the laws of Singapore.
If a dispute arises, we will first try to resolve it by talking, and each of us agrees to take that attempt seriously rather than treating it as a formality. If that does not work within thirty days, the courts of Singapore have exclusive jurisdiction, except that either of us may seek urgent injunctive relief in any court with jurisdiction.
22Contact
Telephone +65 8668 4687, Monday to Friday, 9am to 6pm Singapore time. Email is monitored 24 hours a day, 7 days a week.
NICKTUNG
Sole proprietorship registered in Singapore, UEN 53267689X
10 Ubi Crescent, #05-32, Ubi Tech Park, Singapore 408564
This document is published as drafted and is pending review by a qualified Singapore lawyer. Where something is not built, it says so rather than describing it.
