Terms of Use

In these Terms:

In these Terms, the singular includes the plural, headings are for convenience only, “including” is not a word of limitation, and a reference to a statute includes that statute as amended or replaced.

Where the Content Rules, the Privacy Notice or the Pricing page conflict with these Terms, those documents prevail to the extent of the inconsistency, except that Clauses 11, 12, 17 and 18 and Schedule 1 prevail in all cases.

These Terms are published in the English language. [A version in the national language will be published at www.oeru.com. If the two versions are inconsistent, the English version prevails.]

The Company is an applied AI company serving small and medium enterprises and business owners in Malaysia. Oeru is its platform. Work on the Platform is organised into Departments, each operated by an Agent.

As at the date of these Terms, the Departments available on the Platform are:

1. (a)Marketing: generation of posters and short videos from the material you upload, and content created for your product with your brand visible, ready in minutes for your download, posting or printing;
2. (b)Customer Service: onboarding of new customers for your business, classification of the enquiries and cases you receive, drafts of replies prepared from material you have approved, and summaries for escalation; and
3. (c)Sales: organisation of your leads, drafts of proposals, and follow-up planning.

You tell Meera what you need. Meera prepares an Instruction Brief, which is a written statement of what you have asked for, and directs it to the Department best suited to it. The Instruction Brief is not a recommendation and not advice, and directing it to a Department does not mean we have assessed the merits of your request. You may amend or withdraw an Instruction Brief before work on it begins.

We may add, vary, suspend or withdraw any Department, feature or part of the Services. Clause 14 applies.

Oeru is a technology platform. It is not a law firm, an accountant, an auditor, a tax agent, a financial planner, a corporate finance adviser, a financial adviser, an employment agency or any other licensed or regulated adviser, and it is not a replacement for any of them.

No Output is advice. No Output is a professional opinion, a certification, an audit, an assurance or a compliance sign-off, and no Output may be relied upon as any of those things. Where a matter requires the advice of a licensed professional, you must obtain that advice from a professional qualified to give it.

This Clause prevails over any description of the Platform, of any Department or of any Agent appearing anywhere else, including on the Platform and in any marketing material.

To use Oeru you must register an Account. We will ask for your name, your business type, your business website, your electronic mail address and your contact number. The information you give us must be true, accurate and not misleading, you must keep it current, and you must not use a false identity or impersonate any other person.

You must be at least 18 years of age and authorised to act for the business for which the Account is registered.

You sign in using a one-time code sent to your registered electronic mail address. You are responsible for anything done using your Account, and you must tell us immediately if you believe it has been accessed without your authority.

You may register one Account for each business, unless we agree otherwise in writing.

We offer four Plans: Origin, Axiom, Algebra and Calculus. Origin carries no monthly charge and nothing to cancel. Each of Axiom, Algebra and Calculus carries a monthly allowance of Credits in the amount shown on the Pricing page. The contents of each Plan are as shown on the Pricing page when you subscribe, and where a Plan is described as including a feature which is not yet available, the Pricing page states when it is expected.

Credits are a form of pre-payment for the Services. They are not money and not a deposit. They have no cash value, carry no interest, are not insured or guaranteed, and cannot be exchanged for cash, transferred to any other person or Account, or used outside the Platform.

On first registering an Account you receive 10,000 welcome Credits, once for each business.

Credits included in a Plan refresh at the start of each billing month and lapse at the end of that month if unused. Credits you buy separately do not expire. Where your Account holds both, Plan Credits are used first.

Credits are deducted as the Services are used. The number of Credits a request needs is shown to you before you confirm it.

We check your Credit balance before work begins. If your balance will not cover the request in full, the request is not accepted, no work is carried out, no Credits are deducted, and we prompt you to buy more. Your balance cannot go below zero, and we do not extend credit to you in any form.

If you enable automatic purchasing of Credits when your balance falls below a level you set, the amount, the trigger level and the payment method are those you choose in your Account, and you can turn it off at any time. Each automatic purchase is a purchase of Credits under this Clause.

Plan charges are payable monthly in advance and Credits are payable on purchase, in each case in Ringgit Malaysia by the payment methods we offer. Card payments are processed by Stripe; we do not receive or store your full card details.

Prices are stated exclusive of tax unless the price says otherwise. Sales and service tax under the Sales Tax Act 2018 and the Service Tax Act 2018, and any other tax that is chargeable, is payable by you in addition to the price. If we become registered for service tax we will show the tax-inclusive position on the Pricing page.

We may change the Credits a request needs, the Credit allowance of a Plan, or our prices, on notice under Clause 19. A change does not affect a request you have already confirmed or a Plan month you have already paid for.

You may cancel a Plan at any time from your Account. Cancellation takes effect at the end of the billing month in which you cancel and you keep access until then. On cancellation, Plan Credits lapse at the end of that month; Credits you bought remain available while your Account is open.

Without prejudice to the law, Plan charges paid and Credits deducted are not refundable and not exchangeable for cash. This does not affect Clause 16.4, Clause 15.4, or any right you have under the laws of Malaysia which cannot be excluded.

We may limit or refuse the use of Credits where we reasonably suspect unauthorised, fraudulent or unlawful use. Your Credit balance is shown in your Account; we do not send statements, and we may correct an error in a balance at any time.

If you move to a higher Plan, the change takes effect at once. We charge the difference in price for the rest of the billing month, on a pro rata basis, and the additional Plan Credits are added to your Account immediately.

If you move to a lower Plan, the change takes effect at the start of your next billing month.

If a Plan charge is not paid when it falls due, we will try to collect it again. Your Plan Credits do not refresh until the charge is paid, and if it cannot be collected the Plan ends.

A change to the price of a Plan applies to new subscriptions only. An existing subscription keeps the price and the monthly allowance of Credits at which it was taken out. This prevails over Clause 5.10.

You own your Customer Material. Nothing in these Terms transfers it to us.

You grant us a non-exclusive, royalty-free licence to host, store, copy, adapt, display and transmit your Customer Material, and to make it available to the service providers described in the Privacy Notice, for the sole purpose of providing the Services to you. The licence lasts while we hold the Customer Material and ends on its deletion. If you use Boost, you also grant the licence in Clause 9.3(d).

You represent and warrant that:

1. (a)you own the Customer Material or hold every right and consent needed for us to use it as these Terms allow;
2. (b)it does not infringe the intellectual property, confidentiality or other rights of any person;
3. (c)where it contains a photograph or the likeness of a person, you hold that person’s consent to its use in your marketing; and
4. (d)where it contains Customer Data, you are authorised to disclose it to us and to permit its processing as described in the Privacy Notice and Schedule 1, and you have given every notice and obtained every consent required of you under the Personal Data Protection Act 2010.

Where you supply Customer Data, you are the data controller and we are your data processor. We process it only on your instructions, which you give by using the Services. Schedule 1 applies to that processing and prevails over the Privacy Notice in respect of it.

We do not sell your Customer Material or your Customer Data, and we do not disclose either to any third party for that third party’s own marketing purposes.

You may export your Customer Material from your Account at any time while it is open, and for 30 days after these Terms end. Clause 15.6 applies after that.

As between you and us, the Outputs generated for you are yours. We grant you a non-exclusive, royalty-free, worldwide licence to use them for your own business, on any medium and without limit of time. You may not resell an Output or use it for the business of any other person.

Outputs are generated by AI from your Customer Material and from our templates, storyboards, scenes, music and ambassador faces. We do not warrant that an Output is unique. Outputs generated for other customers from similar material may resemble yours, and neither of us acquires any right to prevent that.

The ambassador faces in an Output are generated by AI. They are not photographs of real people. The people shown are not customers of your business and have not endorsed it.

You must not present an Output as a photograph of a real person, as a genuine customer testimonial, or as an endorsement. Where an Output shows a person generated by AI we place a notice on it identifying it as AI-generated, and you must keep that notice visible and must not remove, obscure, crop or edit it out.

You are responsible for every Output you publish or send. You choose what is said about your business, your goods, your services, your prices and your offers, and you must review an Output before you use it.

Every Agent on the Platform is artificial intelligence. None is a natural person. Their names, personas and likenesses are created by us and do not depict any real individual. We identify each Agent as AI at each point of interaction, and you must not represent to any person that an Agent is a natural person or that an Output is the work or opinion of a natural person or of a licensed professional.

AI output can be wrong. An Output may contain errors, omissions or statements which appear plausible but are not correct. The Services are not a substitute for your own judgement, and you must review every Output before you rely on it, publish it or send it.

No decision which produces a legal effect concerning you, or which otherwise significantly affects you, is taken solely by automated means. Directing an Instruction Brief to a Department is an administrative step, and every Output comes to you for review.

We do not use your Customer Material to train any AI model of our own. Your Customer Material is processed by third-party model providers under their own terms. Where a provider offers a setting which excludes material submitted to it from being used to improve its models, we apply that setting.

You must not use the Services, or any Output, to develop, train, improve or benchmark any artificial intelligence model or any product which competes with the Services, or to extract our templates, prompts or model configurations.

Boost is optional. If you use Boost, we post an Output you have approved on the Swipe Accounts.

We post only what you have approved. We make the Output available to you for approval before posting, through your Account or by such other means as we make available, and we do not post it until you approve it.

By using Boost you:

1. (a)confirm that the Output, and every statement in it, is true and not misleading;
2. (b)confirm that you hold every right and consent needed for it to be published;
3. (c)confirm that any offer, voucher, price or discount shown in it is one you will honour on the terms shown; and
4. (d)grant us a non-exclusive, royalty-free licence to publish it on the Swipe Accounts and to keep it published for as long as we consider appropriate.

We may decline to post, and may remove at any time, any Output we consider to be in breach of these Terms or the Content Rules, unlawful, or likely to expose you, us or any other person to liability or complaint. We will tell you if we do.

We promise no level of reach, views, engagement, enquiries or sales from Boost, and Credits used for Boost are not re-credited because a campaign performed less well than you hoped. The Swipe Accounts are ours; we decide what appears on them, in what order and for how long, and Boost gives you no right in them.

You must not use the Services to make, publish or distribute anything which:

1. (a)is false or misleading, whether about your goods or services, their price, availability, approval, certification or origin, or otherwise;
2. (b)presents a person generated by AI as a real person, a customer, or as giving an endorsement or testimonial;
3. (c)infringes the intellectual property, confidentiality, privacy or other rights of any person;
4. (d)is obscene, indecent, menacing or grossly offensive, or is intended to annoy, abuse, threaten or harass any person;
5. (e)promotes or facilitates anything unlawful; or
6. (f)relates to goods or services you are not lawfully entitled or licensed to supply.

You must not:

1. (a)use the Services for the business of anyone other than yourself;
2. (b)resell, sublicense or make the Services available to any other person;
3. (c)use an Output as, or in place of, advice you are required by law or by a regulator to obtain from a licensed professional;
4. (d)obtain or attempt to obtain Credits other than by the means we offer;
5. (e)copy, reverse engineer or extract any part of the Platform, or attempt to do so;
6. (f)access the Platform by automated means, or place a load on it which is unreasonable or disproportionate to normal use; or
7. (g)interfere with the operation, security or integrity of the Platform.

We may apply technical limits on the rate or volume of requests, and may throttle or block usage which exceeds them or which we reasonably believe to be abusive.

The Content Rules form part of these Terms. You are responsible for complying with the law that applies to advertising and supplying your own goods and services, including the Trade Descriptions Act 2011, the Medicines (Advertisement and Sale) Act 1956 and any licensing requirement of your trade, and for holding every consent needed for any communication you send using an Output.

Licences and approvals are yours to hold. Clause 6 of the Content Rules sets out the warranties you give us each time you request, publish or Boost an Output, including that you hold every licence, registration, permit and approval which your trade and that content require. We do not verify them. We may ask to see one and may decline to act until we do, but we are under no obligation to ask or to check, and our not asking is not an acceptance that you hold anything.

We may suspend or terminate your Account immediately, and without notice, if we have reason to believe you are involved directly or indirectly in fraud, money laundering or other unlawful activity.

Each party shall keep the other’s Confidential Information confidential, use it only for the purposes of these Terms, and disclose it only to those of its personnel and professional advisers who need it and who are bound by obligations of confidentiality no less protective than this Clause.

This Clause does not apply to information which is or becomes public otherwise than by breach of these Terms, which the receiving party already held free of any obligation of confidence, or which it develops independently.

A party may disclose Confidential Information where required by law, by a regulator or by an order of court, and shall, where lawful, tell the other party first.

This Clause survives termination and continues for three years after it, except that Customer Material, Customer Data and anything protected by law as a trade secret remain confidential for so long as the law protects them.

We own the Platform and everything in it, including its design, software, templates, storyboards, scenes, music, ambassador faces, the Agents and their personas, names and likenesses, and all intellectual property rights in them. Nothing in these Terms gives you any right in them apart from the licence expressly granted in Clause 7.1 and the right to use the Services.

You must not copy, reproduce, modify, republish, distribute or otherwise deal with any part of the Platform without our prior written consent.

If you give us feedback, suggestions or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction and without any obligation to you. We will not identify you as the source without your consent.

The Services depend on third parties, including hosting, database, AI model, messaging, payment and social media providers. Those services are governed by their own terms, and we do not control them.

We are not responsible for the acts or omissions of a third-party provider, for a change to or withdrawal of a third-party service, or for any content of a third party made available through the Platform. Where a third-party service on which a feature depends changes or ceases, we may vary or withdraw that feature under Clause 14.

Where you connect a third-party account to the Platform, you authorise us to access it as needed to provide the Services, and you are responsible for your relationship with that provider.

We aim to keep the Platform available, but we do not guarantee that it will be uninterrupted, timely or error-free. We may suspend access for maintenance, upgrade or security, and will give notice where we reasonably can.

We may add, vary, suspend or withdraw a Department, a feature or any part of the Services. Where a change materially reduces a Department or feature you are then using, we will give you notice under Clause 19, and you may cancel under Clause 5.11 before it takes effect.

We may make features available on an early-access, beta or preview basis. Those features are provided as they are, may be changed or withdrawn without notice, and are excluded from the warranty in Clause 16.3. We will tell you when a feature is offered on that basis.

You may close your Account at any time. Clause 5 applies to charges and Credits.

We may suspend your Account or any part of the Services where you are in breach of these Terms, a payment due to us is not received, we are required to do so by law or by a regulator, or we reasonably believe that continued use would expose you, us or any other person to liability or harm.

Before suspending for breach or non-payment we will tell you what the problem is and give you a reasonable opportunity to put it right, unless the breach cannot be put right or delay would cause harm.

We may end these Terms on 30 days’ notice. If we do, we will refund the part of any Plan charge you have paid relating to the period after they end, and will refund Credits you bought and have not used, at the price you paid for them.

We may end these Terms immediately on notice if you commit a serious breach of Clause 10 or use the Services unlawfully.

When these Terms end your right to use the Services ends. Your Customer Material remains available for export for 30 days, after which we may delete it, subject to the Privacy Notice, Schedule 1 and any retention period required by law. Clauses 6.3, 7, 8, 11, 12, 17, 18, 20 and 21 and Schedule 1 survive.

Each party warrants that it has the power to enter into these Terms and to perform its obligations under them.

We do not warrant that the Services will meet any outcome you desire, intend or expect, that an Output will be accurate, complete or fit for a particular purpose, or that any commercial result will follow from using them.

We provide the Services with reasonable care and skill. Apart from that warranty, and to the extent the law allows, the Services are provided as they are and all other warranties, conditions and terms implied by statute or common law are excluded.

If an Output is not delivered because of our default, we will re-credit your Account with the Credits deducted for it. This does not affect any right you have under the laws of Malaysia.

You will indemnify us, and our group companies and their directors, officers, agents and employees, against all claims, demands, losses, liabilities, damages, costs and expenses (including legal fees on a solicitor and client basis) brought by a third party and arising from your breach of Clause 6.3, Clause 9.3, Clause 10 or the Content Rules, from any statement in an Output you publish or send, from your use of an Output contrary to Clause 10.2(c), or from your default or negligence in using the Services.

Regulatory action. You will also indemnify us on the same basis against all costs and expenses we incur in responding to, and all losses we suffer as a result of, any investigation, inquiry, direction, notice, proceeding or enforcement action taken against us by any regulator, authority or public body which arises from content you requested, approved, published or asked us to Boost, or from a warranty given under Clause 6 of the Content Rules being incorrect. This Clause does not extend to any fine or other penalty imposed on us in respect of an offence.

We will tell you promptly of any claim or action to which this Clause applies, and will not settle it without your consent, which you must not unreasonably withhold or delay. You may conduct the defence at your own cost, and we will give you reasonable assistance at your expense.

This Clause sets out the whole of our liability to you in respect of the Services.

Nothing in these Terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be limited or excluded.

Subject to Clause 18.2, we are not liable for:

1. (a)loss of profit, revenue, business, goodwill or anticipated savings;
2. (b)indirect, consequential, incidental, special or exemplary loss or damage, including loss of opportunity;
3. (c)loss arising from a claim by another person about your Customer Material or an Output, including a claim about a statement in it;
4. (d)loss arising from your reliance on an Output, or from using an Output as, or in place of, professional advice;
5. (e)loss of data, service interruption, system failure, failure of internet connectivity or virus, or loss arising from access to or download from the Platform, which is at your own risk; or
6. (f)loss arising from an act or omission of a third-party provider, or from Force Majeure.

Subject to Clause 18.2, our total aggregate liability arising out of or in connection with these Terms, whether in contract, in tort including negligence, for breach of statutory duty or otherwise, is limited to the greater of the total amount you paid us in the 12 months before the event giving rise to the claim, and RM1,000.

We agree that the limits in this Clause are reasonable and adequately justified, having regard to the price of the Services, which is set on the basis that we do not carry the commercial risk of your business; the fact that you select, review, approve and publish every Output and you alone know whether the statements in it are true; the fact that the Services are provided to businesses and not to consumers; and your ability to insure against the losses excluded by this Clause, which we are not in a position to assess or to price.

Nothing in these Terms limits the time within which you or we may bring a claim.

We may change these Terms. We will publish the changed Terms on the Platform and tell you not less than 14 days before they take effect, by electronic mail to your registered address.

If you do not accept a change you may cancel under Clause 5.11 before it takes effect. If you continue to use the Services after it takes effect, you accept it. A change does not apply to a request you confirmed before it took effect.

We give you notices by electronic mail to your registered address or by notice in your Account. You give us notices at support@oeru.com. A notice is given when it is sent. We do not require you to acknowledge a notice, and a notice is effective whether or not it is acknowledged.

If you have a complaint, write to us at support@oeru.com or send it to our business line at 011-1797 1289. We will acknowledge it within 2 business days and tell you how we propose to deal with it.

We will each try to settle any dispute amicably. If we cannot, the dispute is to be determined by the courts of Malaysia under Clause 21.5.

These Terms are the entire agreement between you and us about the Services. Nothing in them creates a partnership, joint venture, employment or agency, and no one other than you and us may enforce them.

You may not assign or transfer your rights or obligations. We may assign or transfer ours to a group company, or to a person who acquires the business to which these Terms relate, on notice to you.

If a provision is invalid or unenforceable, the rest continues in force and we will each use reasonable efforts to replace it with a valid provision closest to its intended effect.

A failure or delay in exercising a right is not a waiver of it, and a partial exercise does not prevent any further exercise, unless the waiver is in writing.

These Terms are governed by the laws of Malaysia, and you and we submit to the exclusive jurisdiction of the courts of Malaysia.

You can reach us at Fortifi Sdn. Bhd., S-08-12 Menara YNH Kiara, 8, Jalan Kiara, Mont Kiara, 50480 Kuala Lumpur, Malaysia; support@oeru.com; 011-1797 1289.

Subject matter and duration. We process Customer Data to provide the Services to you, for so long as your Account is open and for the retention periods stated in the Privacy Notice.

Nature and purpose. The processing comprises collecting, recording, storing, organising, retrieving, using, transmitting and erasing Customer Data as required to produce the Outputs you request.

Categories. The categories of data subject and of personal data are those you determine by what you upload, and typically comprise your own customers, contacts, suppliers and staff, and their names, contact details and dealings with you.

Your instructions. We process Customer Data only on your documented instructions, which you give by using the Services, except where we are required to process it by law, in which case we will tell you unless the law prevents us.

Your obligations. You warrant that you have given every notice and obtained every consent required of you under the Act, that your instructions comply with the Act, and that you will not upload Customer Data you are not entitled to disclose to us. You are responsible for responding to a request made to you by a data subject.

Confidentiality. We ensure that the people authorised to process Customer Data are bound by an obligation of confidentiality.

Security. We take practical steps to protect Customer Data from loss, misuse, modification, unauthorised or accidental access or disclosure, alteration and destruction, in accordance with Section 9 of the Act and the Personal Data Protection Standard.

Sub-processors. You authorise us to engage the classes of service provider described in the Privacy Notice. We impose on each of them obligations no less protective than those in this Schedule, and remain responsible to you for their performance.

Transfers. Where Customer Data is transferred outside Malaysia we do so in accordance with Section 129 of the Act and as described in the Privacy Notice.

Assistance. We give you reasonable assistance, at your cost, in responding to a request by a data subject and in meeting your obligations on security and personal data breach notification.

Personal data breach. We notify you without undue delay after becoming aware of a personal data breach affecting Customer Data, and give you the information you reasonably need to meet your obligations under Section 12B of the Act.

Deletion or return. When these Terms end we delete or return Customer Data in accordance with Clause 15.6, except where retention is required by law.