AspireBooks Terms and Conditions

These Terms apply to all AspireBooks subscriptions, including subscriptions that commenced before that date.

AspireBooks is an accounting software service provided by ASPIRE FT PTE. LTD. (UEN [●]) (“Aspire”, “we”, “us”, “our”), offered as a monthly subscription. These terms (the “Terms”) are entered into between Aspire and the business that subscribes to AspireBooks (“you”, “your”), and govern your access to and use of AspireBooks.

AspireBooks is not a payment service

AspireBooks is a software subscription. It is not a payment service, it is not a regulated activity, and it is not subject to the protections that apply to regulated payment services. Money paid to Aspire for your AspireBooks subscription is received by Aspire for its own account. It is not relevant money, and is not subjected to safeguarding under section 23 of the Payment Services Act 2019.

These Terms are separate from, and do not form part of, the terms on which Aspire provides you with an Aspire Account or any payment service. Your “Aspire Account” means the business account Aspire provides to you under the Master Services Agreement and relevant product schedules. Nothing in these Terms varies those separate terms, and nothing in those separate terms varies these Terms.

By subscribing to, accessing or using AspireBooks, you confirm that you have read and agree to these Terms, and that the individual accepting these Terms is authorised to do so on your behalf. If you do not agree to these Terms, you must not subscribe to or use AspireBooks.

AspireBooks is provided for business use only. You may not subscribe to or use AspireBooks as a consumer or for personal, domestic or household purposes.

You do not need an Aspire Account in order to subscribe to AspireBooks. In these Terms, an “Account Customer” is a subscriber who holds an Aspire Account, and a “Subscription-Only Customer” is a subscriber who does not. Where a provision applies to only one of them, it says so.

1. Trial period

1.1 Eligibility. Your subscription includes a trial period determined by the date you first subscribe to AspireBooks:

A trial period is available only where you subscribe directly with Aspire and neither you nor any business under common ownership or control with you has previously received a trial period.

1.2 How the trial works — Account Customers. During the trial period, you will be billed the full subscription fee for each calendar month in accordance with the billing terms below, including the calendar month in which your subscription starts. Provided the conditions in clause 1.5 are met, Aspire will credit cashback equal to the subscription fee billed for each calendar month of the trial period to your Aspire Account, by the fourteenth (14th) day of the following calendar month. The cashback is a promotional credit only. It is not a refund, a discount or a debt due from Aspire, has no cash value, and may not be exchanged, transferred or assigned.

1.3 How the trial works — Subscription-Only Customers. If you do not hold an Aspire Account, no subscription fee is charged for any calendar month of the trial period and no invoice is issued to you for those months. No cashback is credited, because no subscription fee has been charged. Aspire will begin invoicing you under clause 2.5 for the first calendar month after the trial period ends.

1.4 If you open an Aspire Account during your trial period, no subscription fee will be charged and no cashback will be credited for the remainder of the trial period. Clause 2.6 applies from the first calendar month after the trial period ends.

1.5 Conditions. Where cashback is credited under clause 1.2, the trial cashback:

1. applies to the AspireBooks subscription fee only, and does not apply to any other fees or charges on your Aspire Account;
2. is credited for a calendar month only if, on the last day of that calendar month and on the date the cashback falls to be credited: (i) your subscription is active, or your cancellation takes effect at the end of that calendar month; (ii) where you are an Account Customer, your Aspire Account is open and is not suspended, restricted or under investigation; and (iii) no amount is overdue and payable by you to Aspire under these Terms;
3. is limited to one trial period per business, and to one trial period across all businesses under common ownership or control. Businesses that cancel and re-subscribe are not eligible for a new or extended trial period;
4. is not available in combination with any other promotion, discount or partner offer, unless Aspire states otherwise in writing; and
5. may be varied, suspended or withdrawn by Aspire at any time in respect of subscriptions that have not yet commenced.

1.6 After the trial. At the end of the trial period, your subscription continues automatically at the prevailing subscription fee and no further cashback is credited. You may cancel at any time before the end of the trial period under clause 3.3. Subject to clauses 1.5, 3.7 and 3.8, you will not bear any net subscription cost for the calendar months of the trial period in which your subscription was active.

2. Subscription fees

2.1 The plan, features and fee applicable to you are those displayed in the Aspire platform, or otherwise notified to you in writing, at the time you subscribe. Where you subscribe to AspireBooks through an Aspire partner or reseller, different fees may apply as notified to you at that time.

2.2 Fees are stated inclusive of GST at the rate prevailing on the date these Terms take effect. If the GST rate changes, or if any new or additional tax, duty or levy becomes chargeable on the subscription, Aspire may adjust the subscription fee by the amount of that change with effect from the date the change takes effect, on notice to you. The thirty (30) day notice period in clause 2.3 does not apply to an adjustment made under this clause.

2.3 Aspire may revise the subscription fee, or introduce fees for additional features or usage, at any time. Any fee revision will be notified to you not less than thirty (30) days in advance by email, in-app notification or publication on Aspire’s website, and will take effect on the date specified in the notice. If you do not accept the revised fee, you may cancel your subscription under clause 3.3 before the revised fee takes effect. If you continue with your subscription after the revised fee takes effect, you are deemed to have accepted the revised fee.

2.4 Payment of Fees by Account Customers. You instruct and authorise Aspire to debit your Aspire Account, on or after the first day of each calendar month, for the subscription fee then due, and to apply the amount debited in payment of that fee. Each debit is a payment transaction you have authorised. This authorisation continues until your subscription is cancelled or terminated and all amounts due have been paid, and you may withdraw it at any time by cancelling your subscription under clause 3.3.

2.5 Payment of Fees by Subscription-Only Customers. If you do not hold an Aspire Account, Aspire will issue you an invoice for the subscription fee for each calendar month in which your subscription is active, and you must pay the invoiced amount in full within ten (10) days of the date of the invoice, using the payment details stated on the invoice. Aspire may issue invoices electronically to the email address registered on your profile, and an invoice is treated as issued on the date it is sent.

2.6 If you open an Aspire Account. If you open an Aspire Account while your subscription is active, you become an Account Customer with effect from the first day of the calendar month following the date on which your Aspire Account is opened. From that date the subscription fee is collected under clause 2.4 instead of by invoice, and the authorisation in clause 2.4 applies to you. Aspire will notify you before the first debit is taken. Any invoice already issued to you remains payable under clause 2.5. This clause is subject to clause 1.3 where you are within your trial period.

2.7 Availability of funds. You must ensure that sufficient cleared funds are available in your Aspire Account, or under your registered payment method, on each collection date. Aspire may decline to act on the authorisation in clause 2.4 where your Aspire Account is closed, suspended or restricted, where funds are insufficient, or where acting on it would be inconsistent with Aspire’s legal or regulatory obligations. If the subscription fee is not collected for any reason, it remains payable by you on demand.

2.8 No set-off, no security over your Aspire Account. All amounts payable by you under these Terms are payable in full without set-off, counterclaim, deduction or withholding. Aspire’s only recourse to your Aspire Account for amounts due under these Terms is the authorisation in clause 2.4. Aspire does not have, and nothing in these Terms creates, any lien, charge, security interest or right of set-off over the money in your Aspire Account in respect of amounts due under these Terms.

2.9 Late payment. Aspire may charge interest on overdue amounts at [1]% per month, accruing daily from the due date until payment, and may recover all reasonable costs of collection, including legal costs on an indemnity basis.

2.10 Except as expressly provided in these Terms, fees are non-refundable.

3. Billing, renewal, cancellation and termination

3.1 Billing cycle. You will be billed for your subscription fee per calendar month. The full monthly fee is billed for each calendar month in which your subscription is active, including the calendar month in which your subscription starts, regardless of the date within that month on which you subscribe. Fees are not pro-rated, except where clause 3.4 applies. Aspire may change the billing cycle or billing date on not less than thirty (30) days’ notice.

3.2 Subscription renewal. If you have not cancelled your subscription, your subscription will automatically renew for successive terms of one calendar month, at the prevailing subscription fee, until cancelled by you under clause 3.3 or terminated by Aspire under clause 3.4, 3.5 or 3.6.

3.3 Cancelling your subscription. You may cancel your subscription at any time by logging into your Aspire Account or contacting us at support@aspireapp.com. Cancellation is effective only once Aspire has received and processed your request. Cancellation takes effect at the end of the calendar month in which you cancel, or, where Aspire receives your request on the last business day of a calendar month or later, at the end of the following calendar month. You retain access to AspireBooks until the end of that calendar month, and fees billed for that calendar month are not refunded, other than through trial cashback where applicable. Cancelling your AspireBooks subscription does not close, suspend or otherwise affect your Aspire Account.

3.4 Aspire’s right to terminate. Aspire may terminate your subscription, or cease to provide AspireBooks generally or in any jurisdiction, at any time on not less than thirty (30) days’ notice to you. Where Aspire terminates under this clause 3.4, Aspire will refund the subscription fee paid for the unexpired part of the then current calendar month, and that refund is your sole remedy.

3.5 Immediate suspension or termination. Aspire may suspend or terminate your AspireBooks subscription immediately on notice to you if: (a) you breach these Terms; (b) you fail to pay any amount due under these Terms when due; (c) Aspire is required to do so by law or regulation, or by any court, regulator or authority; (d) Aspire reasonably suspects fraud, abuse or unlawful activity in connection with AspireBooks; (e) your Aspire Account is closed; or (f) you become insolvent, enter into liquidation, judicial management, receivership or any analogous process, or cease or threaten to cease to carry on business.

3.6 No cross-default into your Aspire Account. Suspension or termination of your AspireBooks subscription does not suspend, restrict or terminate your Aspire Account, and no amount owed under these Terms is a ground on which Aspire will suspend, restrict or close your Aspire Account. Aspire’s rights in relation to your Aspire Account are governed exclusively by the separate terms that apply to it.

3.7 Non-payment. If you do not make payment for your subscription within the deadline stipulated in the relevant invoice, Aspire may suspend or terminate your access to AspireBooks with immediate effect. Suspension does not relieve you of your obligation to pay fees as they accrue. On suspension or termination under this clause, all unpaid subscription fees for the then current and any earlier calendar month, and an amount equal to any trial cashback credited to you, become immediately due and payable. Aspire may recover those amounts under the authorisation in clause 2.4 or, for a Subscription-Only Customer, under clause 2.5. To the extent they are not so recovered, they remain a debt due from you to Aspire, payable on demand. Aspire may reinstate your access once all outstanding amounts have been paid in full.

3.8 Abuse. Aspire reserves the right to suspend or terminate your subscription, and to withhold or clawback trial cashback, with immediate effect if, in Aspire’s reasonable opinion, you have abused the subscription or the trial period, including but not limited to repeatedly subscribing, utilizing the trial cashback and cancelling prior to the end of the trial period, or subscribing multiple businesses (whether or not under common ownership or control) for the purpose of obtaining additional trial periods, or providing false or misleading information in connection with your subscription or your eligibility for a trial period.

3.9 Cashback clawback and recovery of waived fees. Aspire reserves the right to clawback any cashback credited to you in excess of your entitlement, credited in error or inadvertently, credited in circumstances where the conditions in clause 1.5 were not met, or credited in circumstances to which clause 3.8 applies. Aspire may recover the amount under the authorisation in clause 2.4 or, for a Subscription-Only Customer, under clause 2.5. To the extent it is not so recovered, it is a debt due from you to Aspire and is payable on demand. Where you are a Subscription-Only Customer and no subscription fee was charged for a calendar month of the trial period under clause 1.3, and the conditions in clause 1.5 were not met for that month or clause 3.8 applies to you, Aspire may invoice you for the subscription fee that was not charged, payable within thirty (30) days of the date of the invoice.

4. AspireBooks and how you may use it

4.1 Licence. Subject to these Terms and to payment of the fees, Aspire grants you a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use AspireBooks during your subscription for your own internal business purposes.

4.2 Not accounting, tax or legal advice. AspireBooks is a software tool that helps you record, organise and report on your own financial information. Aspire is not your accountant, bookkeeper, tax agent, auditor or corporate secretary, and does not provide accounting, bookkeeping, tax, audit, legal or other professional advice. No output of AspireBooks constitutes such advice, an audit, or any certification of your accounts.

4.3 Your responsibility. You remain solely responsible for: (a) the accuracy, completeness and legality of the data you input into, or connect to, AspireBooks; (b) reviewing and verifying every classification, calculation, ledger, report and return generated by AspireBooks before relying on it or submitting it to any person or authority; (c) the preparation, accuracy and timely filing of your statutory accounts, returns and other submissions to ACRA, IRAS and any other authority, and the payment of all taxes; and (d) maintaining your own books and records as required by law.

4.4 Automated features. AspireBooks includes automated and machine-learning features, including automated transaction categorisation. Those features generate suggestions only. They may be incomplete or incorrect and must be reviewed by you. Aspire gives no warranty as to their accuracy and is not liable for any consequence of your relying on them without review.

4.5 Third-party services. AspireBooks may connect to, or import data from, third-party services including bank feeds, accounting platforms and payment providers. Aspire is not responsible for those services, for the availability, accuracy or completeness of the data they provide, or for any act or omission of their providers. Your use of a third-party service is governed by that provider’s own terms.

4.6 Acceptable use. You must not: (a) use AspireBooks other than in accordance with these Terms and applicable law; (b) permit any person other than your authorised users to access AspireBooks, or share access credentials; (c) resell, sublicense, rent or otherwise make AspireBooks available to any third party, except as expressly permitted by Aspire in writing; (d) copy, modify, reverse engineer, decompile or create derivative works of AspireBooks, or attempt to derive its source code; (e) use AspireBooks, or any data or output from it, to build, train or improve a competing product or service; or (f) use automated means to access, scrape or extract data from AspireBooks, other than through an interface Aspire provides for that purpose. You are responsible for the acts and omissions of your authorised users as if they were your own.

5. Availability and changes to AspireBooks

5.1 Aspire will use reasonable efforts to make AspireBooks available, but does not warrant that access will be uninterrupted, timely, secure or error free. AspireBooks is not provided with any service level commitment.

5.2 Aspire may suspend access to AspireBooks for scheduled or emergency maintenance, and will give notice where reasonably practicable.

5.3 Aspire may add to, change, restrict or withdraw features of AspireBooks at any time. Where a change materially reduces the core functionality of AspireBooks, Aspire will give you not less than thirty (30) days’ notice, and you may cancel your subscription before the change takes effect.

6. Your data

6.1 Ownership. As between you and Aspire, you own the data and content you input into, or generate through, AspireBooks (“Customer Data”).

6.2 Licence to Aspire. You grant Aspire a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data, and to create and use anonymised and aggregated data derived from it, in each case in order to provide, secure, support and improve AspireBooks. Anonymised and aggregated data will not identify you or any individual, and Aspire may continue to use it after your subscription ends.

6.3 Your warranty. You warrant that you have all rights and consents necessary to provide Customer Data to Aspire, and for Aspire to process it as contemplated by these Terms.

6.4 Backups. You are responsible for maintaining your own copies of Customer Data. Aspire’s backup arrangements are maintained for Aspire’s operational purposes and are not a substitute for your own records.

6.5 Use of your Aspire Account data. Where you are an Account Customer, you agree that Aspire may use the account and transaction data held in connection with your Aspire Account for the purpose of providing AspireBooks to you, including to create and categorise entries in your books. If you do not agree, you should not subscribe to AspireBooks.

6.6 Personal data. Aspire processes personal data in accordance with the Personal Data Protection Act 2012 and Aspire’s privacy policy at https://aspireapp.com/tnc/privacy-policy, which forms part of these Terms.

7. Intellectual property

7.1 Aspire and its licensors own all intellectual property rights in and to AspireBooks, including all software, content, documentation, designs and trade marks, and all improvements to them. Nothing in these Terms transfers any of those rights to you.

7.2 Feedback. If you provide Aspire with feedback, suggestions or ideas about AspireBooks, you grant Aspire a perpetual, irrevocable, worldwide, royalty-free and sublicensable licence to use and exploit that feedback for any purpose, without obligation or attribution to you. You are under no obligation to provide feedback.

8. Confidentiality

8.1 Each party must keep the other party’s confidential information confidential and use it only for the purposes of these Terms, except where disclosure is required by law, regulation or a regulator, or is made to its group companies, professional advisers or service providers on equivalent terms of confidence. This clause does not restrict Aspire’s use of Customer Data as permitted by clause 6.

9. Warranties and disclaimers

9.1 To the fullest extent permitted by law, AspireBooks is provided “as is” and “as available”, and Aspire excludes all warranties, conditions, representations and terms implied by statute, common law or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, accuracy or non-infringement.

10. Limitation of liability

10.1 Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

10.2 This clause 10 applies only to Aspire’s liability in connection with AspireBooks and these Terms. It does not limit or affect Aspire’s liability to you in connection with your Aspire Account or any payment service, which is governed by the separate terms that apply to them.

10.3 Subject to clause 10.1, Aspire is not liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) any indirect, special or consequential loss; (b) loss of profit, revenue, business, goodwill, opportunity or anticipated savings; (c) loss or corruption of data or records; (d) any fine, penalty, interest, surcharge or additional assessment imposed by any tax or other authority; (e) the cost of reconstituting accounts or records, or of procuring substitute services; or (f) any loss arising from your failure to review or verify any output of AspireBooks, from inaccurate or incomplete data provided by you or by a third party, or from any third-party service.

10.4 Subject to clauses 10.1 to 10.3, Aspire’s total aggregate liability arising out of or in connection with AspireBooks and these Terms is limited to the total subscription fees actually paid by you, net of any cashback credited to you, in the twelve (12) months immediately preceding the event giving rise to the claim.

10.5 You must bring any claim under or in connection with these Terms within twelve (12) months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

11. Indemnity

11.1 You indemnify Aspire against all claims, losses, liabilities, fines, penalties and costs (including legal costs on an indemnity basis) arising out of or in connection with: (a) your breach of these Terms or of applicable law; (b) Customer Data, including any claim that it infringes a third party’s rights or was provided without the necessary consents; (c) your reliance on, or your submission to any authority of, any output of AspireBooks; and (d) any claim brought by your authorised users or your own clients in connection with AspireBooks.

12. Effect of cancellation or termination

12.1 On cancellation or termination taking effect, your right to access and use AspireBooks ends and Aspire may disable your access. Your Aspire Account, if you hold one, is unaffected.

12.2 If you contact customer service, Aspire will make Customer Data available for export for thirty (30) days after the effective date of cancellation or termination. This data includes the list of journal entries created on your account. After that period, Aspire may delete Customer Data, subject to any retention Aspire is required or entitled to make under applicable law or its record-keeping policies. Aspire may decline to make Customer Data available while any amount is outstanding from you.

12.3 Cancellation or termination does not affect any accrued rights or liabilities. Clauses 2.8, 2.9, 2.10, 3.6, 3.7, 3.9, 6.2, 7, 8, 9, 10, 11, 12 and 15 survive.

13. Amendments

13.1 We may amend, supplement, delete and/or revise any part of these terms (the “Agreement”) at any time by giving you notice. The changes take effect on the date specified in the notice, which will be not less than thirty (30) days after the notice is given, except where the change is required by law, regulation or a regulator, is necessary to address a security, fraud or operational risk, or is to your benefit or has no adverse effect on you, in which case the change may take effect immediately. Any such notices and updated terms will be published on Aspire’s website or otherwise notified to you by email or in-app notification.

13.2 If you do not accept the revised terms, you have the option to cancel your subscription before the change takes effect. If you continue with your subscription after Aspire has given notice of any changes to this Agreement, you are deemed to have accepted and agreed to such changes without reservation.

14. Relationship with your other agreements with Aspire

14.1 These Terms are a standalone agreement in respect of AspireBooks and apply whether or not you have entered into any other agreement with Aspire. Where you have entered into a Master Services Agreement and Product Schedule(s) with Aspire, those documents govern the payment services and other services provided under them, including your Aspire Account, and do not govern AspireBooks. AspireBooks is not a “Service” for the purposes of the Master Services Agreement, and the AspireBooks subscription fee is not a “Fee” under it. These Terms are not superseded by the Master Services Agreement or by any Product Schedule, and the entire agreement provision of the Master Services Agreement does not apply to them. The provisions of the Master Services Agreement permitting Aspire to deduct or debit outstanding amounts from your Aspire Account do not apply to amounts due under these Terms, which are collected only in accordance with clause 2.4 or clause 2.5. In the event of any inconsistency in relation to AspireBooks, these Terms prevail. Termination of your Master Services Agreement or the closure of your Aspire Account does not of itself terminate these Terms, and termination of these Terms does not affect your Master Services Agreement or your Aspire Account.

15. General

15.1 Assignment. You may not assign, novate or otherwise transfer any of your rights or obligations under these Terms without Aspire’s prior written consent. Aspire may assign, novate or transfer its rights and obligations to any Aspire group company, or in connection with a reorganisation, merger or sale of business, on notice to you.

15.2 Force majeure. Aspire is not liable for any failure or delay in performing its obligations caused by an event beyond its reasonable control, including any failure of telecommunications, internet, power or third-party services.

15.3 Notices. Aspire may give notice to you by email to the address registered on your Aspire profile, by in-app notification, or by publication on Aspire’s website. A notice is deemed received on the day it is sent or published. You must keep your contact details current.

15.4 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its terms, except that any Aspire group company may enforce clauses 7, 10 and 11.

15.5 No waiver. No failure or delay by Aspire in exercising any right under these Terms operates as a waiver of that right.

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

15.7 Entire agreement. These Terms, together with any document expressly incorporated into them, constitute the entire agreement between you and Aspire in relation to AspireBooks and supersede all prior representations and understandings in relation to it, other than in the case of fraud.

15.8 Language. These Terms are made in English. Any translation is provided for convenience only and the English version prevails.

16. Governing law and dispute resolution

16.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, are governed by the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore.