Terms & Conditions

1. Definitions

In these Terms and Conditions, the following words have the meanings set out here unless the context requires otherwise:

"Vernicle", "we", "our", or "us" refers to Vernicle, operating from 30 Raffles Place, #19-08, Singapore 048622.

"User", "you", or "your" refers to any individual or entity accessing our website or engaging our services.

"Services" refers to all artificial intelligence consulting, development, and advisory services offered by Vernicle.

"Website" refers to the site accessible at https://verniclenad.club.

"Agreement" refers to these Terms and Conditions together with any service-specific terms agreed in writing.

2. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree with any part of these terms, you should not use our website or services.

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use our website and services.

3. Description of Services

Vernicle provides artificial intelligence consulting services, including but not limited to biological data analysis, intelligent alerting systems, and simulation and digital twin consulting. The specific scope, deliverables, and timelines for each engagement are defined in individual service agreements or proposals.

Service availability may vary, and we reserve the right to modify, suspend, or discontinue any aspect of our services with reasonable notice.

4. User Responsibilities

When using our website and services, you agree to provide accurate and complete information in all enquiries and communications, use our website only for lawful purposes and in a manner consistent with these terms, refrain from attempting to gain unauthorised access to our systems or data, avoid reproducing, distributing, or modifying our website content without written permission, and not introduce malicious software or interfere with our website's functionality.

5. Intellectual Property

All content on this website — including text, graphics, logos, icons, software, and design elements — is the property of Vernicle or its licensors and is protected by Singapore and international intellectual property laws.

You are granted a limited, non-transferable, non-exclusive licence to access and view the content on our website for personal, non-commercial purposes. This licence does not extend to reproduction, modification, distribution, or creation of derivative works.

Ownership of deliverables produced during client engagements is governed by the terms of the specific service agreement. Unless otherwise agreed in writing, Vernicle retains the right to use generalised methodologies and techniques developed during the course of any engagement.

6. Payment Terms

Fees for our services are as quoted in individual proposals or service agreements. All prices are stated in Singapore Dollars (SGD) unless otherwise specified. Payment terms, including deposit requirements, milestone payments, and final settlement schedules, are defined in each service agreement.

Late payments may be subject to interest at the prevailing rate under the Late Payment of Commercial Debts (Interest) Act or as specified in the service agreement. We reserve the right to suspend work on any engagement where payment is overdue by more than 30 days.

7. Service-Specific Terms

Scope of Work: The scope, deliverables, and success criteria for each engagement are defined in the corresponding service agreement or proposal. Changes to the scope require written agreement from both parties and may involve adjustments to timelines and fees.

Delivery: We will make reasonable efforts to deliver services within agreed timelines. Timelines are estimates and may be adjusted due to factors including data availability, scope changes, or dependencies on third-party systems.

Confidentiality: Both parties agree to treat all non-public information exchanged during an engagement as confidential. Specific confidentiality terms are outlined in individual service agreements or non-disclosure agreements.

8. Disclaimers

Our website and its content are provided on an "as is" and "as available" basis. While we take care to ensure that the information on our website is accurate and current, we do not warrant that it is complete, error-free, or continuously available.

The outputs of artificial intelligence models and analyses are inherently probabilistic. We do not warrant that the results of our services will achieve specific outcomes, as the effectiveness of AI solutions depends on numerous factors including data quality, implementation context, and operational environment.

Nothing on this website or in our services constitutes professional advice in areas outside our scope of expertise, including legal, financial, or medical advice.

9. Limitation of Liability

To the fullest extent permitted by Singapore law, Vernicle's total liability arising out of or in connection with the use of our website or services shall not exceed the total fees paid by you to Vernicle under the relevant service agreement in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunity, regardless of the cause of action or the theory of liability, even if we have been advised of the possibility of such damages.

10. Indemnification

You agree to indemnify, defend, and hold harmless Vernicle, its directors, employees, and agents from any claims, liabilities, damages, losses, or expenses — including reasonable legal fees — arising from your breach of these Terms and Conditions, your misuse of our website or services, or your violation of any applicable law or regulation.

11. Termination

Either party may terminate a service engagement in accordance with the terms of the relevant service agreement. We reserve the right to restrict or terminate your access to our website if you violate these Terms and Conditions.

Upon termination, any provisions of these terms that by their nature should survive will continue to apply, including intellectual property rights, limitation of liability, and indemnification obligations.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these terms if such delay or failure results from circumstances beyond its reasonable control, including but not limited to natural disasters, government actions, pandemics, power outages, or telecommunications failures.

13. Governing Law and Dispute Resolution

These Terms and Conditions are governed by and construed in accordance with the laws of the Republic of Singapore. Any disputes arising from or in connection with these terms shall be subject to the exclusive jurisdiction of the courts of Singapore.

Before initiating formal proceedings, both parties agree to attempt in good faith to resolve any dispute through informal negotiation. If resolution cannot be reached within 30 days, either party may pursue mediation through the Singapore Mediation Centre before resorting to litigation.

14. General Provisions

Entire Agreement: These Terms and Conditions, together with any applicable service agreements, constitute the entire understanding between the parties and supersede all prior negotiations, representations, or agreements.

Severability: If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure by either party to enforce any provision of these terms shall not constitute a waiver of that party's right to enforce that or any other provision in the future.

Assignment: You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to a successor entity in the event of a business transfer.

15. Changes to These Terms

We may update these Terms and Conditions from time to time. Changes will be posted on this page with an updated effective date. Your continued use of our website or services after any changes constitutes acceptance of the revised terms. We recommend reviewing this page periodically.

16. Contact Information

For questions about these Terms and Conditions, please contact us:

Vernicle

30 Raffles Place, #19-08, Singapore 048622

Email: [email protected]

Phone: +65 9618 4273