Terms of Service

1. Acceptance

These Terms of Service (the “Terms”) form a binding agreement between you (“Customer”, “User”, “you”) and Digital Flow Pte. Ltd., a Singapore private company (UEN 202350828Z) with registered office at 68 Circular Road, #02-01, 049422, Singapore, operating the Summer product (“Summer”, “we”, “us”).

By creating an account, signing a commercial order form, accessing the website at smrfnc.com or the application at app.smrfnc.com, or using any part of the Service, you accept these Terms. If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

This document is a draft pending review by Singapore-qualified counsel and is not legal advice.

2. The Service

Summer is a business accounting and operations system for working with stablecoins. It provides crypto invoicing, multi-wallet management, AML/KYT screening of inflows, bulk and recurring payouts, treasury reconciliation, multi-client and per-project budgets, ROI and P&L reporting, and integration with external systems such as ERP, accounting and analytics tools.

Custody options include (a) managed wallets backed by an institutional custody provider (e.g., Fireblocks) and (b) bring-your-own self-custody wallets where the keys remain entirely with you. In either case Summer does not take possession of fiat currency and does not act as a money transmitter, exchange or custodian of fiat.

Summer is not a bank, broker, exchange, money transmitter, payment institution, or licensed financial, tax, legal or investment adviser. Nothing on the Service constitutes financial, tax, legal or investment advice.

3. Account & eligibility

You must be at least 18 years old and authorised to enter into contracts. The Service is intended for businesses, not consumers.

You are responsible for the security of your account credentials, API keys, wallet connections and team access management. You will notify us promptly of any suspected unauthorised access or security incident.

You will provide accurate information at sign-up and keep your account information current.

4. Acceptable use

You will not, and will not permit any User to:

• Use the Service in violation of any applicable law, including sanctions, anti-money-laundering, counter-terrorist-financing, anti-bribery, securities, tax and consumer-protection laws.
• Use the Service to facilitate transactions with, or for the benefit of, persons or jurisdictions subject to applicable sanctions.
• Use the Service for fraud, theft, ransomware, drug trafficking, child sexual abuse material, terrorism financing or other illicit activity.
• Attempt to bypass, disable or interfere with security, authentication, AML/KYT screening, approval policies or audit logging.
• Reverse engineer, decompile or extract source code, except to the extent permitted by mandatory law.
• Stress-test, scrape, scrape-against-rate-limits, or operate the Service for the benefit of a competing service.
• Submit false counterparty information or use the Service to launder the origin of funds.

We may suspend or terminate accounts for violations of this section.

5. Your responsibilities

You remain solely responsible for: your own KYC and AML obligations toward your counterparties under your applicable law; your tax filings and accounting determinations; sanctions screening of your counterparties under your program; the legality of your underlying transactions; the accuracy of the data you input; and obtaining and maintaining any licences or registrations your business activities require.

Summer’s AML/KYT screening tools assist your compliance program but do not replace it. You are responsible for the final approve / decline decision on any transaction and for maintaining your records.

6. Fees & billing

Pricing is set out in your order form or commercial agreement. Where no order form has been signed, the Service may be available on trial or self-service terms separately communicated.

Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income. Late payments may incur interest and suspension of the Service in accordance with your order form. [CONFIRM: interest rate and cure period]

7. Intellectual property

We own all rights, title and interest in the Service, including all related software, documentation and branding. No rights are granted by implication.

You own your data (account data, counterparty and transaction data, invoices, reports) that you submit or that is generated for you in the Service (“Customer Data”). You grant us a non-exclusive, worldwide, royalty-free licence to host, process and use Customer Data solely to provide and improve the Service, to comply with law, and as otherwise permitted by these Terms.

You will not remove or alter our notices, branding or attribution.

8. Confidentiality

Each party will protect the other party’s confidential information with at least the same standard of care it uses to protect its own confidential information (and at minimum a reasonable standard); use it only to perform under these Terms; and not disclose it to third parties except to advisors, sub-processors and personnel with a need to know who are bound by comparable confidentiality obligations.

9. Service availability & support

We will use commercially reasonable efforts to keep the Service available. Specific availability commitments and support response times, if any, are set out in your commercial agreement.

We may perform scheduled or emergency maintenance, and we may modify the Service from time to time provided we do not materially degrade core functionality during an active subscription term without your consent.

10. Third-party services

The Service interoperates with third-party blockchains, custody providers (e.g., Fireblocks), AML/KYT analytics providers, ERPs, analytics tools, payment gateways and other services. Their availability, behaviour and terms are outside our control, and we are not responsible for them.

On-chain transactions are final once confirmed by the relevant network and cannot be reversed by us. You are responsible for verifying recipient addresses, asset and chain selection, and transaction amounts before submission.

11. Disclaimers

To the maximum extent permitted by law, the Service is provided “as is” and “as available” without warranties of any kind, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy of risk scores, freedom from interruption or error, and freedom from harmful components.

We do not warrant that AML/KYT findings are exhaustive or error-free; you remain responsible for compliance decisions.

12. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost data or business interruption, arising out of or related to these Terms or the Service, even if advised of the possibility of such damages.

Each party’s aggregate liability arising out of or related to these Terms in any 12-month period will not exceed the greater of (a) the fees paid or payable by you to us for the Service in the 12 months preceding the event giving rise to the claim, and (b) [CONFIRM: e.g., SGD 1,000].

The above limitations do not apply to fraud, wilful misconduct, gross negligence (where exclusion is prohibited by mandatory law), or liabilities that cannot be limited under applicable mandatory law.

13. Indemnification

You will defend, indemnify and hold harmless Summer and its officers, directors, employees and agents against third-party claims, damages, losses and reasonable expenses (including legal fees) arising out of (a) your use of the Service in breach of these Terms or applicable law, (b) Customer Data infringing or violating any third-party right or law, or (c) your unlawful conduct or that of your Users.

14. Term & termination

The subscription term is set out in your order form. Otherwise, these Terms apply for so long as you use the Service.

Either party may terminate for the other party’s material breach if the breach is not cured within thirty (30) days of written notice. We may suspend or terminate immediately for breaches of the acceptable-use section, for non-payment, or where required by law.

Upon termination you will lose access to the Service; we will make Customer Data available for export for a limited period as set out in your agreement, after which it may be deleted from active systems. Encrypted backups will roll off in due course.

15. Modifications

We may change these Terms from time to time. Material changes will be notified by reasonable means (in-product notice or e-mail to your account address). Continued use of the Service after the effective date constitutes acceptance.

16. Governing law & dispute resolution

These Terms are governed by the laws of Singapore.

Any dispute, controversy or claim arising out of or in connection with these Terms (including their existence, validity, interpretation, performance, breach or termination) will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of SIAC for the time being in force. The seat of arbitration is Singapore; the language is English; the tribunal is one (1) arbitrator.

Nothing in this section prevents either party from seeking interim or injunctive relief from a court of competent jurisdiction.

17. Miscellaneous

• Entire agreement. These Terms (together with any order form, data-processing addendum and policies referenced) constitute the entire agreement between the parties on the subject matter.
• Severability. If any provision is unenforceable, the remainder remains in effect.
• Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, reorganisation, financing or sale of all or substantially all of our assets.
• No waiver. Failure to enforce any provision is not a waiver.
• Notices. Notices to Summer should be sent to support@vaultnow.co; notices to you may be sent to the e-mail on your account.
• Force majeure. Neither party is liable for events beyond reasonable control.

18. Contact

Digital Flow Pte. Ltd. (UEN 202350828Z), 68 Circular Road, #02-01, 049422, Singapore.

support@vaultnow.co · contact page.