Legal

Terms of Service

1. About these terms

These terms are between PEBBLEBLACK PTE. LTD., UEN 202531369R, a company in Singapore ("Victor", "we", "us"), and the freight forwarding firm that signs up ("you"). In these terms and the Data Processing Agreement, "Victor" means PEBBLEBLACK PTE. LTD. where it's a party that does or promises something, and means our software and service at app.talktovictor.com where it's something used or owned. In section 4, "intellectual property in Victor" means in the software and service. They cover your use of Victor, the software at app.talktovictor.com. The person who signs up confirms they're authorised to accept these terms for the firm. Your firm accepts these terms when that person ticks the box to agree. That tick is your firm's signature, and these terms bind your firm as a signed paper contract would. Each person your firm invites also ticks to agree: they use Victor for your firm, under these terms, and the contract is with your firm, not with them personally. The Data Processing Agreement (published on our website at https://www.talktovictor.com/dpa.html), and terms we agree with your firm in writing as section 14 describes, form part of them.

2. What Victor does

Victor reads the emails and files your firm forwards to it, uploads, or pastes, finds the supplier rates in them, keeps a rate book, and drafts freight quotes for air, sea FCL and sea LCL, with their local charges. It prices each quote from the rates it has, with your firm's own margin rules, exchange rates, Incoterms table and GST map. It also checks quotes your people priced themselves. Every number shows where it came from: a box on a page, a line of an email, a cell of a sheet, or the person who typed it.

• What Victor prepares is a draft for your people to check. A person at your firm approves every quote, and a quote over your firm's limits needs a manager. Your firm is responsible for each quote it approves and sends.
• Victor never sends anything to your customers or your suppliers. Your people send quotes and rate requests from their own mailboxes. Victor doesn't book space, issue documents, or move cargo or money. It isn't a freight forwarder, a carrier or a broker.
• Victor works out every price, chargeable weight, exchange and margin with its own rules, never with an AI model. An AI model only reads, finds and explains. Where a rate or a fact about the cargo is missing, expired or unclear, Victor says so and doesn't guess.
• What Victor reads, finds and drafts can still be wrong, for example from a blurred scan, a rate sheet that is out of date, or a supplier's mistake. You're responsible for checking it, and for every quote you approve, send and honour.
• Victor doesn't give tax, customs, accounting or legal advice. Whether GST applies to a charge comes from the GST map your firm sets and confirms with its accountant, and Victor never decides a line's GST treatment itself: a quote with a line your firm hasn't confirmed can't be approved. Victor's Incoterms 2020 table is a starting point your firm can change.
• Ask Victor, the assistant inside the app, answers questions about using Victor and about your firm's own records. An AI model writes its answers, and it can make mistakes even when it names a source. It only reads: it can't change, approve or delete anything. It gives general information, not advice on the law, tax or customs, and using it doesn't create a lawyer-client relationship. Check what matters with a qualified person.
• Your firm stays responsible for its own decisions and for obeying every law that applies to it, whatever Victor says or shows. Section 10 says what we're liable for.

3. Your account

• Give accurate details, and keep them up to date.
• Keep sign-in details private. Victor signs people in with an email address and a password, so each person should use a strong password they don't use anywhere else. Tell us at once if you think someone has used your account without permission.
• Your owner and admins decide who's on your team and what each person can do. You're responsible for what your team does in Victor.
• Victor's team opens your firm's account only to help you, read-only, after your owner has allowed it in Settings, for an hour at a time and with a reason. Your owner and admins see each visit.

4. Your data

• The emails, rates, quotes, customers' and suppliers' details, and the other documents and data your firm puts into Victor stay your firm's. That includes your customer data, your rates and your quotes.
• You grant PEBBLEBLACK PTE. LTD. only the licence it needs to run Victor for you: to store, copy and process that data, and to let the service providers in the Data Processing Agreement's Annex 3 do so for us, to provide, secure and support Victor, and to measure and test how well it reads your firm's own mail. We don't sell that data. Your rates, quotes and customers are never shown to, pooled with, or used for another firm, and are never used to train an AI model. Under their terms for paid services, our AI model providers don't use it to train or improve their AI models either, apart from the misuse checks Annex 3 describes. What we learn from running and testing Victor, such as a better rule, prompt or check, is an improvement to Victor. It belongs to PEBBLEBLACK PTE. LTD., and every firm may benefit from it. An improvement never contains or reveals your firm's data, and making one isn't using your data for another firm.
• We process the personal data in them for you under the Data Processing Agreement. The Privacy and data notice (at https://www.talktovictor.com/privacy.html) explains how we handle the personal data of the people who use Victor.
• You're responsible for having the right to send us the data you send, including any personal data in it. Don't send us NRIC numbers you don't need to: Victor masks any it reads, but keeps each file as it was received.
• While your firm has a trial or a paid plan, PEBBLEBLACK PTE. LTD. gives your firm the right to let its people use Victor for your firm's own business, under these terms. The right isn't exclusive. Your firm can't transfer it, or let anyone outside your firm use Victor. It ends when these terms end. Your firm may keep and use everything it downloaded from Victor, including its quotes and their PDFs.
• All intellectual property in Victor belongs to PEBBLEBLACK PTE. LTD. That includes the software, Victor's own rules and checks, its default tables, the prompts, the knowledge base, the designs, the logos and the documentation, and every improvement or change to any of them, whoever suggested it. Nothing in these terms transfers any of it to your firm, except the right to use Victor that this section gives.
• Your firm's own settings are your firm's data. These include its margin rules, exchange rates, GST map, approval limits, its changes to the Incoterms table, and its quote template and logo. So are the quotes and other records Victor makes for your firm. Victor's own designs inside a quote PDF stay ours, and your firm may use them in its quotes, for good.
• If your firm or its people give us feedback, a suggestion or an idea about Victor, your firm assigns to PEBBLEBLACK PTE. LTD. all rights in it, including copyright that comes into being later, as soon as it's given. Where a right can't be assigned, your firm gives PEBBLEBLACK PTE. LTD. a permanent, worldwide licence, at no cost, that can't be withdrawn and that it can pass on, to use it in any way. To the extent the law allows, your firm's people won't claim to be named as its author. Feedback isn't your firm's confidential information, and we owe nothing for it. Feedback never includes your firm's data: your emails, rates, quotes and records stay yours.

5. Using Victor fairly

Don't:

• use Victor for anything unlawful, or for data you have no right to process
• try to get into other firms' data, test Victor's security without our written permission, or overload it
• send Victor files made to harm it or anyone else
• copy, resell, or reverse-engineer Victor, except as the law allows
• send Victor, or ask Ask Victor for, content that the published usage rules of our AI model providers forbid, such as content meant to harm people

6. Fees

Your firm pays one price for the whole office. Staff users are unlimited, and there is no charge per quotation. There is one plan, paid monthly. You can cancel at any time. There is no minimum commitment and no yearly plan.

The price covers one office of your firm, and everyone who works from it or for it, however many people that is. A firm with more than one office pays the price for each office, unless we agree otherwise in writing.

• The price is S$299 a month for your entire office.
• Setup and staff training are free. We visit your office, set Victor up using your existing workflows, and train your staff, and we don't charge for it.
• Free trial: your firm's first 30 days, from the end of setup, are free, with no card. Setup ends when the setup checklist's required steps are done or Victor's team marks it finished. If setup hasn't ended 30 days after your firm signs up, the trial starts then. A design partner's trial is 60 days, when we agree it in writing.
• When the trial ends, nothing is charged automatically, and your firm owes nothing unless it chooses to go on. To go on, we send your firm's owner a secure Stripe payment link. Your paid plan starts on the day of that first payment.
• The plan runs month by month from that day. Each month is paid in advance, until your firm cancels. We never see or store your card number.
• To cancel, your owner emails us at james@talktoproppy.com. Where Manage billing is shown in Settings, your owner can also cancel there on Stripe. Cancelling stops the next renewal. Victor keeps working to the end of the month you've paid for, and that month isn't refunded.
• Adding or removing people doesn't change the price.
• Fair use is about 3,000 requests a month for the office. We don't charge for requests or stop them at that number, and if you're well above that, we'll talk.
• Custom integrations and manual supplier sourcing are not included.
• No GST is added. PEBBLEBLACK PTE. LTD. isn't registered for GST, so the fee in the table is all you pay. If PEBBLEBLACK PTE. LTD. later registers for GST, GST at the prevailing rate will be added to our fees only after we give you at least 30 days' written notice.
• After a trial ends, or after a paid month ends without payment, we give you 14 days, and for those 14 days Victor works as normal. After that, everyone at your firm who signs in is asked to pay before going on. Victor keeps reading what you send it, and keeps everything. Nothing is deleted because a payment is late, and everything is there as soon as you pay.
• We'll give you at least 30 days' notice of any change to our fees.
• Fees aren't refunded, except where these terms or the Data Processing Agreement say so.
• An offer we agree with you in writing, such as a discount, applies as agreed.

7. Availability and changes

We work to keep Victor running and secure, and we'll tell you in advance about planned downtime where we can. We don't promise it will always be available or free of errors. We may improve or change Victor. If a change takes away something you rely on, other than a change to an AI model provider, we'll give you reasonable notice. A change of service provider, including adding, changing or removing an AI model provider, isn't such a change. A change to an AI model provider needs no notice, as section 8 says. The Data Processing Agreement says how each kind of provider change is handled.

8. Changes to these terms

• We may update these terms and the Data Processing Agreement. For a change that affects you, other than a change to an AI model provider, we email your owner and admins at least 30 days before it applies, and publish the new version, with its date, on our website. A change the law requires, or that fixes a security problem, can apply sooner, and we tell you as soon as we can.
• A change to an AI model provider is not a change to these terms that this section notifies. Your firm gives PEBBLEBLACK PTE. LTD. a general authorisation, in advance, for AI model providers. PEBBLEBLACK PTE. LTD. may use, add, remove or change AI model providers at its sole discretion, without notice to you. There is no email about that change, no notice period, no right to object, no veto, and no refund because of it. The published list in the Data Processing Agreement names the providers in use. PEBBLEBLACK PTE. LTD. keeps that list current. Keeping it current is not a notice. The Personal Data Protection Act 2012 does not give your firm a veto over Victor's service providers.
• Updating the list of AI model providers in Annex 3 of the Data Processing Agreement isn't a change to these terms or to that agreement that this section notifies, so this section doesn't apply to that update. For a service provider that is not an AI model provider, this section still applies, as the Data Processing Agreement says.
• If you keep using Victor after a change that this section notifies applies, it applies to you. Where the law needs your fresh agreement, we ask for it. That fresh agreement is not asked for a change of AI model provider, which the general authorisation already covers.
• If you don't agree with a change that this section notifies, you can stop using Victor before it applies, and we refund the fees you paid in advance for whole months after it ends. That refund does not apply to a change of AI model provider. It does apply to another change to these terms or the Data Processing Agreement, and to a sub-processor that is not an AI model provider.

9. Confidentiality

• Each of us keeps what it learns of the other's business through Victor confidential, uses it only for these terms, and shares it only with people who need it and are bound to keep it confidential. Your data, including your rates, customers and suppliers, is your confidential information.
• This doesn't cover what's public through no fault of the one who received it, what it already had, or what the law requires it to disclose, after telling the other where it may.
• This lasts for 3 years after these terms end, and for as long as we hold your data.

10. Responsibility

• Nothing in these terms limits liability that the law doesn't allow to be limited, such as for death or personal injury caused by negligence, or for fraud.
• Beyond what these terms say, Victor is provided as it is, and we don't promise that what it reads, drafts or answers is right.
• Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue, or goodwill.
• We aren't liable for losses from a quote your firm approved and sent, a rate it relied on, or a shipment, booking or payment it made, including a quote that was too low because a rate was wrong, unless someone got into Victor because we failed to keep it secure.
• To the extent the law allows, we aren't liable for loss from relying on Ask Victor's general information, or from a decision your firm made after reading it. Where the law doesn't let us exclude that liability, the limit in the next point applies.
• Otherwise, each of us is liable to the other, for all claims together under these terms and the Data Processing Agreement, for no more than the fees you paid us in the 12 months before the event that led to the first claim, or S$500 if that's more. This limit doesn't apply to the fees you owe, to your firm's use of Victor in breach of section 5, or to your firm's breach of our intellectual property under section 4.
• To the extent the law allows, these terms replace every promise or condition the law would otherwise imply about Victor, such as about its quality or fitness for a purpose.
• Our price is set on the basis of these limits, and on your firm checking and approving every quote. If your firm wants different limits, ask us before it signs up. Any we agree must be in writing.
• Your firm will make good our loss, and our reasonable legal costs, from a claim or a regulator's action against us that arises because your firm sent us data it had no right to send, or used Victor unlawfully or in breach of section 5. We'll tell your firm promptly about any such claim and let it help defend it. Apart from that, neither of us gives the other an indemnity under these terms.

11. Suspension and ending

• You can stop using Victor at any time. Before you go, your owner or an admin can download everything your firm has in Victor: its requests, quotes, rates, settings and documents. What you've paid for runs to the end of the period it covers.
• Your firm's data is kept after you stop. We never delete it for not paying, or when a trial or a pilot ends, and we delete nothing by a schedule. We delete it only when your firm's owner asks us in writing, and then within 30 days. We keep a record that the deletion happened: your firm's name, who asked, when, and who deleted it. Deleting can't be undone.
• We may suspend or end an account that breaks these terms, after telling you why and, where we can, giving you 14 days to put it right. To stop a security threat, serious harm, or unlawful use, we may suspend access at once, and tell you why as soon as we can. We don't delete your data for this.
• If we stop providing Victor altogether, we'll give you at least 90 days' notice, so you can download everything, and your firm's data is deleted only after that notice ends.
• Sections 4, 9, 10, 13, 14 and 15 still apply after these terms end, and so do section 6 for fees already owed and section 11 for your firm's data. The Data Processing Agreement applies for as long as we hold your firm's data.

12. Events outside our control

Neither of us is liable for a delay or failure caused by something outside its reasonable control, such as an internet or service provider's outage, a power cut, a natural disaster, war, or an act of government, as long as it tells the other and does what it reasonably can to limit the effect. This doesn't excuse fees owed. If it stops Victor for more than 30 days, either of us can end your plan, and we refund the fees you paid in advance for whole months after it ends.

13. Notices

We send notices by email to your owner and admins, and may also show them in Victor. You send notices to james@talktoproppy.com. An email notice is received when it's sent, unless the sender learns it wasn't delivered. This section says how a notice under these terms is sent. It does not require a notice when PEBBLEBLACK PTE. LTD. changes an AI model provider. That change needs no notice, as section 8 says.

14. General

• These terms, the Data Processing Agreement, and terms we agree with your firm in writing, are the whole agreement about Victor. "In writing" means a letter signed for PEBBLEBLACK PTE. LTD., or an email from james@talktoproppy.com that says it changes or adds to these terms.
• If they differ, this order applies: first, terms we agree with your firm in writing, such as a design partner's trial or a discount; then the Data Processing Agreement, for personal data; then these terms.
• The Privacy and data notice explains how we handle personal data. Our website, pricing page and sales material, and Ask Victor's answers, describe Victor, but they aren't part of these terms and don't change them. Your firm agrees it hasn't relied on any statement that isn't in these terms or the Data Processing Agreement. This doesn't limit liability for fraud.
• If your firm signed a mutual NDA or a data letter with us for a pilot, these terms and the Data Processing Agreement apply from the day your firm accepts them, and win where they differ. What either of us shared under the NDA stays confidential under section 9.
• You may transfer these terms only with our written agreement. We may transfer them to a company that takes over Victor, after telling you, as long as your data stays protected as the Data Processing Agreement says.
• Only you and we have rights under these terms. Otherwise, the Contracts (Rights of Third Parties) Act 2001 doesn't apply.
• If part of these terms can't be enforced, the rest still applies. Not using a right straight away doesn't give it up.

15. Law

Singapore law governs these terms, and the courts of Singapore decide any dispute about them.

16. Contact

PEBBLEBLACK PTE. LTD., UEN 202531369R. Email james@talktoproppy.com about anything to do with Victor, including personal data: it's also our Data Protection Officer's address.