Vascue

Vascue

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Terms of Service

Last updated: February 26, 2025

About Vascue

Vascue ("Company", "we", "us", or "our") provides a Software as a Service (SaaS) solution that enables businesses to deploy and manage AI chatbot assistants for conversation channels such as WhatsApp, Facebook Messenger, Instagram, and other social media platforms (the "Service"). The Service facilitates automated and AI-enhanced interactions between businesses and their customers across integrated communication platforms. A "Customer" is an entity that has entered into an agreement with the Company to use the Service.

About the Terms

These Terms of Service (the "Agreement") constitute a legally binding agreement between the Customer and the Company. By signing up for an account through our website or entering into a separate Service Agreement, the Customer acknowledges and agrees to be bound by these Terms. Customers must ensure that they have the necessary authority to enter into this Agreement before proceeding.

By using any component of our Service, including the website, Customer agrees to abide by and comply with this Agreement. If Customer does not agree to these Terms, they must immediately cease using the Service. Customers warrant that they have the legal capacity to enter into this Agreement and, if using the Service on behalf of another entity, they have the authority to bind that entity to these Terms.

1. Definitions

  • Company – The legal entity providing the Service, referred to as "Vascue," "we," "us," or "our" throughout the Agreement.

  • Customer – The entity that has entered into an agreement with the Company to use the Service.

  • Service – The Software as a Service (SaaS) solution provided by the Company, which enables businesses to deploy and manage AI-powered chatbot assistants across communication channels like WhatsApp, Facebook Messenger, Instagram, and other messaging platforms.

  • Platform – Refers to the underlying system or technology stack provided by the Company to deliver the Service, including any associated tools, interfaces, APIs, and integrations.

  • Customer Application – The software or application developed by the Customer that interfaces with the Company's Platform or Service.

  • Personal Data – Any information relating to an identified or identifiable individual, as defined by applicable data protection laws (e.g., GDPR, PDPO).

  • Protected Health Information (PHI) – Health-related information that is subject to the protections of HIPAA, typically concerning the health status, treatment, or payment for healthcare services.

  • Third-Party Messaging Platform – Any external communication platform (e.g., WhatsApp, Facebook Messenger, Instagram) that the Customer uses to send and receive messages through the Service.

  • API – Application Programming Interface, a set of protocols that allow the Service to interact with other software systems or platforms.

  • License – The rights granted by the Company to the Customer to use the Service under the terms specified in the Agreement.

  • Data Retention – The policy of storing Customer data for a specified period, in this case, 30 days, as outlined in the Privacy Policy and applicable data protection laws.

  • Aggregated Data – Data collected and compiled in a manner that removes personally identifiable elements and is used for analytics, reporting, and product improvement.

  • Payment Gateway – A service used to process payments, including credit card and bank transfers, for transactions related to the Service.

  • Fees – The charges for using the Service as outlined in the Agreement or on the Company's website.

  • Effective Date – The date upon which this Agreement becomes legally binding between the Company and the Customer.

  • Disputed Invoice – An invoice or charge that the Customer contests, in part or in full, in accordance with the provisions in the Fees and Payment section.

  • Security Incident – Any breach, failure, or compromise related to data security, such as unauthorized access or loss of Personal Data.

  • Force Majeure – An event beyond the Company's control, such as a natural disaster, that could impact the Service's availability or performance.

  • Confidential Information – Any non-public information shared by either party that is designated as confidential or is inherently confidential, including technical, business, or financial data.

2. Service Provision

Subject to compliance with this Agreement, the Company will provide the Service, enabling Customers to integrate AI-powered chatbot functionalities into their messaging channels. Customers are responsible for ensuring compliance with applicable third-party platform terms, obtaining necessary API access, and securing permissions for integrations.

3. Compliance with ISO 27001 and HIPAA

The Company adheres to internationally recognized security and privacy standards, including ISO 27001, HIPAA, and PDPO. Our data handling practices comply with applicable regional laws to ensure the secure processing of Personal Data. We implement stringent data protection measures, including:

  • Access controls and encryption protocols to safeguard Personal Data.
  • Regular audits and security assessments to ensure compliance with ISO 27001 information security management standards.
  • Procedures to ensure HIPAA compliance when handling Protected Health Information (PHI), including de-identification and access restrictions.

Customers using the Service to process sensitive or regulated data must implement additional controls as required under applicable laws and regulations.

4. PDPO Compliance

As a company operating in Hong Kong, we are committed to complying with the Personal Data (Privacy) Ordinance (PDPO). Our obligations under PDPO include:

  • Collecting personal data only for lawful purposes directly related to our business functions
  • Ensuring data collection is necessary, adequate, and not excessive
  • Informing data subjects of the purpose and intended use of their personal data
  • Taking all practicable steps to ensure accuracy and timely deletion of unnecessary data
  • Using personal data only for the purpose for which it was collected
  • Implementing security measures to prevent unauthorized access or processing

Data Subject Rights

Under PDPO, data subjects have specific rights regarding their personal data. We respect and facilitate these rights, including:

  • The right to request access to personal data
  • The right to request correction of personal data
  • The right to be informed about data policies and practices
  • The right to know what kinds of personal data we hold
  • The right to know the main purposes for which we use personal data

Data Protection Measures

To ensure PDPO compliance, we implement the following measures:

  • Regular staff training on PDPO requirements and data protection
  • Appointment of a Data Protection Officer to oversee compliance
  • Implementation of data retention and disposal policies
  • Regular audits of data processing activities
  • Documented procedures for handling data access and correction requests
  • Technical measures to ensure data security and prevent unauthorized access

Customers using our Service must also ensure their own compliance with PDPO when collecting, processing, or storing personal data through our platform.

5. License to Use the Platform

Subject to Customer's compliance with the terms and conditions of this Agreement, Vascue grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the Term to use Vascue solely (i) to enable the Customer Application to interoperate with the Vascue Platform or (ii) for developing or enabling Custom-Integrated Business Applications that will only be used by Customer to interoperate with the Vascue Platform in accordance with the terms of this Agreement and any other policies and guidelines published by Vascue from time to time.

5. Data Privacy and Security

  • Customer data, including Personal Data, is processed in accordance with our Privacy Policy.
  • We utilize data masking techniques for Personally Identifiable Information (PII) and comply with applicable data privacy laws.
  • The Company retains the right to store and process aggregated and anonymized data for analytics, product improvement, and compliance monitoring.

6. Customer Obligations

Customers must:

  • Use the Service in compliance with applicable laws and third-party platform policies.
  • Not use the Service for fraudulent, abusive, or unauthorized purposes.
  • Implement their own security measures to protect access credentials and API keys.

7. Fees and Payment

Fees

Customer will pay to Vascue the applicable fees described on the Vascue Website or Service Agreement (the "Fees") during the Term in accordance with the payment terms set out herein.

Third-Party Messaging Platform Fees

For greater clarity, Vascue's Fees do not include any charges that may be assessed by Third Party Messaging Platforms for access to or use of a channel. Such charges shall be the responsibility of Customer, whether paid directly to the Third Party Messaging Platforms or whether such access is resold through Vascue, in which case Vascue shall advise Customer in writing as to the applicable charges and Customer shall have the right to accept such charges or decline them and not use the associated channel.

In the event a Third Party Messaging Platform imposes special requirements on Vascue beyond API integrations, including but not limited to hosting endpoints unique to that channel, then Vascue shall have the right to charge Customer for this additional service, and Customer shall have the right to accept such charges or decline them and not use the associated channel.

Payment Terms

  • All Fees shall be in U.S. Dollars (USD) or Hong Kong Dollars (HKD), as agreed upon between the parties.
  • Vascue shall charge and invoice Customer the applicable Fees, in advance, by credit card or bank transfer, on the Effective Date and on every monthly anniversary thereafter or as specified in the Service Agreement.
  • When topping up for WhatsApp credits, please note that it shall be subject to currency exchange and payment gateway transaction fees.
  • By making any payment to Vascue (regardless of whether through any third parties or not), Customer represents and warrants to, and covenants with Vascue that: (1) all information and details provided in relation to such payment(s) are accurate and truthful; (2) Customer is the legal owner of the relevant payment card and has the legal right to use such payment card.
  • Payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Customer.

Disputed Invoices or Charges

If Customer in good faith disputes any portion of a Vascue invoice or charge, Customer may provide a dispute notice to Vascue with written documentation identifying and substantiating the disputed amount within fifteen (15) days from receipt of the applicable invoice or charge, and if applicable, at the time it pays the undisputed portion of such invoice, withhold payment of such disputed portion. If Customer does not report or does not provide such substantiating documentation within that period, Customer shall be deemed to have waived its right to dispute any and all portions of that invoice. For greater certainty, Customer shall pay all undisputed amounts of that invoice in accordance with section 10 above.

Late Payment

Except for bona fide disputed amounts, any failure to make a payment of any Fees or taxes in strict conformity with the requirements of this section entitles Vascue to suspend, in whole or in part, access to Services, until such payment is received. Additionally, Vascue shall assess and Customer shall pay a charge, compounded monthly, of the lesser of: (a) 1.5% per month (19.56% per year) or (b) the highest amount allowed by law on all past due amounts (except amounts disputed pursuant to section above). Furthermore, upon any such failure, all outstanding amounts shall become due and payable without further delay.

Certain Taxes

The Fees set out in this Agreement do not include applicable taxes, duties, withholdings, tariffs, levies, customs, capital or income taxes, or other governmental charges or expenses, including but not limited to value-added tax, sales tax, consumption tax, and similar taxes or duties as well as any current or future municipal, state, federal, or provincial taxes, and Customer will pay, indemnify, and hold harmless Vascue from the same, other than taxes based on the net income or profits of Vascue.

8. Limitation of Liability

The Company is not responsible for disruptions, security incidents, or third-party service changes affecting platform functionality. Customers acknowledge that reliance on third-party messaging platforms may introduce service dependencies beyond the Company's control.

9. Termination

Either party may terminate this Agreement with prior notice, subject to applicable termination fees and obligations outlined in this Agreement.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.

11. Contact Information

If you have any inquiries, please contact us at hello@vascue.io

Our registered office is located at:
UNIT 1104A, 11/F, KAI TAK COMMERCIAL BUILDING,
NO. 317-319 DES VOEUX ROAD CENTRAL
HONG KONG