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Terms of Service

Last updated April 29, 2026

1. Agreement to Terms

These Terms of Service (the "Terms") constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you", "your", or "Customer") and GROOTIFY LLP (UEN: T25LL0686L) together with its affiliates, subsidiaries, and related entities (collectively, "Groot", "Company", "we", "us", or "our"), concerning your access to and use of any and all products, software, websites, platforms, applications, APIs, content, and services provided by us under the "Groot" brand or any sub-brand, including without limitation Groot Operations, Groot Finance, Groot Marketing, Groot Assistant, and any other product or service we currently offer or may offer in the future (collectively, the "Services"), as well as the website located at https://www.hellogroot.com and any other media form, media channel, sub-domain, mobile website, or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). The Site and the Services are together referred to as the "Platform".

These Terms apply uniformly to all customers and users of any Service, regardless of which specific Service or combination of Services you subscribe to or use. A single set of Terms governs the entire Groot Platform so that you need not review a different agreement for each Service.

2. Acceptance by Use, Payment, or Invoice

You expressly agree that by doing any one or more of the following, you have read, understood, and agreed to be bound by these Terms, any applicable Order Form or invoice, and all policies incorporated by reference (including our Privacy Policy and any supplemental product-specific terms):

  • Accessing, browsing, or using the Site or any Service;
  • Registering for, signing up to, or creating an account on any Service;
  • Requesting, receiving, or accepting an invoice, quotation, proforma, Order Form, or Statement of Work from us;
  • Making any payment, whether in full or in part, against any invoice issued by us;
  • Instructing any employee, contractor, agent, or representative to do any of the foregoing on your behalf; or
  • Continuing to use any Service after these Terms have been updated.

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST IMMEDIATELY STOP USING THE PLATFORM, DECLINE THE RELEVANT INVOICE, AND NOT MAKE ANY PAYMENT. Your payment of any invoice issued by us is conclusive evidence that you have accepted these Terms and the commercial terms stated in that invoice.

This acceptance mechanism is intended to be enforceable under the Electronic Commerce Act 2006 (Malaysia), the Contracts Act 1950 (Malaysia), the Electronic Transactions Act 2010 (Singapore), and equivalent legislation in other jurisdictions in which you access the Platform.

3. The Services

We provide cloud-based software and related Services which may include, without limitation: reservations, scheduling, rostering, and capacity management (Groot Operations); invoicing, eInvoice submission to the Inland Revenue Board of Malaysia (LHDN) via the MyInvois system, billing, expense tracking, payment collection, and financial reporting (Groot Finance); marketing automation, campaigns, customer communications, and AI-generated marketing content (Groot Marketing); AI-assisted productivity and concierge features (Groot Assistant); and any other Service we make available from time to time. The scope, features, and availability of each Service may change without notice and may differ by plan, region, and integration.

Some Services may interact with third-party platforms, including payment processors, government portals (such as LHDN MyInvois), accounting systems, messaging and communication providers, and AI model providers. Your use of such third-party services is subject to the terms of those third parties, and we are not responsible for their acts, omissions, availability, or data practices beyond what is required by applicable law.

4. Intellectual Property Rights

Unless otherwise indicated, the Platform is our proprietary property. All source code, databases, functionality, software, AI models and prompts, website designs, audio, video, text, photographs, graphics, documentation, and other content on the Platform (collectively, the "Content"), together with the trademarks, service marks, trade names, and logos (the "Marks"), are owned or controlled by us or licensed to us, and are protected by copyright, trademark, and other intellectual property laws.

The Content and the Marks are provided "AS IS" for your information and your internal business use only. Except as expressly permitted, no part of the Platform and no Content or Marks may be copied, reproduced, scraped, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any purpose without our express prior written permission. You retain ownership of content, data, and materials you submit to the Services ("Customer Data"), and you grant us a worldwide, non-exclusive, royalty-free licence to host, process, transmit, and display Customer Data solely to the extent necessary to provide the Services to you.

5. User Representations

By using the Platform, you represent and warrant that:

  • All information you submit will be true, accurate, current, and complete, and you will maintain and promptly update such information;
  • You have the legal capacity and all corporate authority to enter into these Terms and to bind the entity on whose behalf you are acting;
  • You are not a minor in the jurisdiction in which you reside;
  • You will not access the Platform through automated or non-human means without our prior written consent;
  • You will not use the Platform for any illegal, fraudulent, or unauthorised purpose;
  • Your use of the Platform will not violate any applicable law, regulation, or third-party right, including anti-money-laundering, sanctions, data protection, tax, and consumer protection laws.

6. User Registration and Accounts

You may be required to register an account to access a Service. You are solely responsible for safeguarding your credentials and for all activity conducted under your account, whether or not authorised by you. You agree to notify us immediately of any unauthorised use. We reserve the right to remove, reclaim, or change a username we determine is inappropriate, infringing, or otherwise objectionable.

7. Prohibited Activities

You may not access or use the Platform for any purpose other than that for which we make it available. As a user, you agree not to:

  • Systematically retrieve data or Content from the Platform to create or compile a collection, compilation, database, or directory without our written permission;
  • Trick, defraud, or mislead us or any other user, or attempt to learn sensitive account information of other users;
  • Circumvent, disable, or otherwise interfere with security-related or rate-limiting features of the Platform;
  • Disparage, tarnish, or otherwise harm, in our reasonable opinion, us or the Platform;
  • Use any information obtained from the Platform to harass, abuse, or harm another person;
  • Make improper use of our support services or submit false reports of abuse or misconduct;
  • Use the Platform in a manner inconsistent with applicable laws or regulations, including PDPA (Malaysia), PDPA (Singapore), GDPR, and anti-spam laws;
  • Engage in unauthorised framing of, scraping of, or linking to the Platform;
  • Upload or transmit viruses, malware, Trojan horses, or any code that interferes with any party's use of the Platform;
  • Engage in any automated use of the system, including but not limited to bots, scripts, or data-mining tools, except with our prior written consent;
  • Delete any copyright or proprietary rights notice from any Content;
  • Attempt to impersonate another user or person;
  • Interfere with, disrupt, or create an undue burden on the Platform or connected networks or services;
  • Harass, annoy, intimidate, or threaten our employees, agents, or contractors;
  • Copy, decompile, reverse-engineer, or adapt the Platform's software, except to the extent permitted by law that cannot be contractually waived;
  • Use the Services to issue, process, or transmit any invoice, tax document, or financial record that is false, misleading, or non-compliant with applicable tax or eInvoicing laws.

8. Fees, Invoices, and Payment

8.1 Accepted payment methods

We accept, without limitation, the following forms of payment:

  • Bank transfer / telegraphic transfer / interbank GIRO / DuitNow / FPX to our designated bank account(s) in Malaysia, Singapore, or such other jurisdiction as we specify on the invoice;
  • Credit and debit cards (including Visa and Mastercard);
  • PayPal;
  • Stripe and other online payment gateways we may enable;
  • Any other payment method we expressly accept in writing or on an invoice.

You must ensure that payments are made to the exact bank account and reference stated on the invoice. We are not responsible for payments made to incorrect accounts, or for losses arising from payment instructions altered by email interception, social engineering, or fraud not caused by us. If you are in doubt about the authenticity of any payment instruction, you must verify it with us by telephone or in person before making payment.

8.2 Currencies and taxes

Fees are payable in Malaysian Ringgit (MYR), Singapore Dollars (SGD), or United States Dollars (USD), as stated on the applicable invoice. All fees are exclusive of Sales and Service Tax (SST), Goods and Services Tax (GST), Value Added Tax (VAT), withholding tax, and any other taxes, duties, or levies, which shall be borne by you in addition to the stated fees unless the invoice expressly states otherwise. Where withholding tax is deducted at source, you agree to gross up the payment so that we receive the full invoiced amount.

8.3 Invoices as binding commercial terms

Each invoice we issue sets out the specific commercial terms applicable to that invoice, including the Service(s) subscribed for, the subscription term (including any annual term), the fee, any discount applied, the payment due date, and the payment method. You agree that:

  • An invoice issued by us is an offer by us on the terms stated in the invoice and on these Terms;
  • Your payment of an invoice (in full or in part) is your acceptance of that offer and constitutes a binding contract for the subscription term stated on that invoice;
  • Once you have paid an invoice, you are bound to the subscription term, fees, and any discount stated on that invoice, and we are bound to deliver the Services stated on that invoice for that term;
  • The commercial terms of a prior invoice do not carry forward automatically — each renewal or new subscription is subject to a new invoice which we may issue on different terms (see Section 8.6).

8.4 Annual plans and prepayment

Where you subscribe to an annual plan, the fee for the full annual term is payable upfront in advance of the term commencing, unless otherwise agreed in writing. The annual term starts on the date stated on the invoice (or, if not stated, the date of first payment) and runs for twelve (12) consecutive calendar months. Annual fees are non-refundable once paid, except where refund is required by applicable law that cannot be contractually waived. Downgrades, cancellations, or reductions of scope during the annual term do not entitle you to a refund or credit for the unused portion.

8.5 Late payment

If any amount is not paid by the due date on the invoice, we may, without prejudice to any other right or remedy: (a) charge late payment interest at 1.5% per month (or the maximum permitted by law, whichever is lower) accruing daily from the due date until paid; (b) suspend or limit your access to the Services until payment is received; (c) withhold issuance of eInvoices, reports, exports, or other deliverables; and (d) recover all costs of collection, including reasonable legal fees, from you.

8.6 Discounts are at our sole discretion

Any discount, promotional rate, grant, credit, or price concession ("Discount") granted by us is provided at our sole and absolute discretion as a matter of goodwill. You acknowledge and agree that:

  • A Discount applied to an invoice you have already paid is binding only in respect of that specific invoice and that specific subscription term;
  • No Discount creates any precedent, course of dealing, legitimate expectation, or contractual entitlement to the same or any similar Discount on any future invoice, renewal, upgrade, or new subscription;
  • We may, at our sole discretion and without notice, reduce, withdraw, alter, or decline to renew any Discount for future billing periods, and we may issue renewal invoices at our then-current standard rates;
  • No employee, contractor, reseller, or agent has authority to promise or guarantee a Discount beyond what is stated on an issued invoice, and any oral or informal indication to the contrary is superseded by the invoice actually issued and paid;
  • Where a Discount was granted on the basis of representations you made (such as volume, company size, grant eligibility, or exclusivity) and those representations prove materially inaccurate, we may revoke the Discount and invoice the difference.

For the avoidance of doubt: nothing in this Section allows us to revoke a Discount retroactively on an invoice you have already paid in full, except in cases of fraud, misrepresentation, or reversed/charged-back payment.

8.7 Price changes

We may change our list prices at any time. Price changes will take effect from your next renewal invoice and will not alter the price for an annual term you have already paid. If you do not accept a new price, your remedy is not to renew; no refund is due for terms already paid.

8.8 Recurring billing

If your subscription includes recurring charges, you authorise us (and our payment processor) to charge your nominated payment method on a recurring basis, without requiring prior approval for each recurring charge, until you cancel in accordance with Section 9. It is your responsibility to keep payment details current.

8.9 eInvoicing

Where you are a Malaysian taxpayer subject to LHDN's eInvoice mandate, you are responsible for providing accurate taxpayer information (TIN, business registration number, SST registration where applicable, address) and for validating each eInvoice issued to you through MyInvois. We are not liable for eInvoice rejections, penalties, or tax consequences arising from inaccurate information you provide or from your failure to act on rejection notifications within the 72-hour MyInvois window.

9. Cancellation and Refunds

You may cancel your subscription at any time through your account or by emailing admin@hellogroot.com. Cancellation takes effect at the end of the current paid term. Fees already paid are non-refundable except where a refund is required by applicable law that cannot be contractually waived. If you are dissatisfied with the Services, please contact us first — we will use reasonable efforts to resolve the issue.

10. Software and Licence

Subject to these Terms and your payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services during your paid subscription term solely for your internal business purposes. If any software we provide is accompanied by an end-user licence agreement ("EULA"), the terms of the EULA will govern.

11. Term, Suspension, and Termination

These Terms remain in full force and effect while you use the Platform. Without limiting any other provision, we may, in our sole discretion and without notice or liability, suspend, limit, or terminate your access to and use of the Platform (including by blocking IP addresses or deactivating accounts) for any reason, including without limitation breach of these Terms, non-payment, suspected fraud, abuse, security incidents, or violation of applicable law. Termination does not relieve you of any payment obligation for fees already accrued.

12. Modifications to the Services and to these Terms

We reserve the right to change, modify, or remove Content, features, or the Services at any time at our sole discretion without notice. We have no obligation to update any information on the Platform and may modify or discontinue all or part of the Platform without notice. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance.

We may update these Terms from time to time by posting the updated version on the Site and updating the "Last updated" date. Your continued use of the Platform or payment of any invoice after an update is your acceptance of the updated Terms. You waive any right to individual notice of each change.

13. Service Availability

We do not guarantee that the Platform will be available at all times, uninterrupted, error-free, or secure. We may experience hardware, software, third-party, network, or maintenance issues causing interruptions, delays, or errors. We are not liable for any loss or damage arising from any unavailability, delay, or interruption, whether or not within our control.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict-of-laws principles. Subject to Section 15, the courts of Singapore shall have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms.

15. Malaysian Customers — Local Law Carve-Out

Nothing in these Terms is intended to exclude, restrict, or modify any right, remedy, or protection conferred on you by mandatory laws of Malaysia, including where applicable the Consumer Protection Act 1999, the Personal Data Protection Act 2010, the Contracts Act 1950, the Sale of Goods Act 1957, and any other law which cannot be contractually waived (the "Non-Excludable Rights").

If you are a consumer ordinarily resident in Malaysia, or a business whose principal place of business is in Malaysia, you may, at your option, bring proceedings under these Terms before the courts of Malaysia, and we irrevocably submit to the non-exclusive jurisdiction of the courts of Malaysia for that purpose. We may also bring proceedings against you in any court of competent jurisdiction, including the courts of Malaysia where you reside or operate. Where Malaysian law mandatorily applies to a specific issue, that law shall prevail over Singapore law to the minimum extent necessary to give effect to your Non-Excludable Rights.

16. Dispute Resolution and Good Faith

Before commencing any legal proceedings, you agree to first notify us in writing at admin@hellogroot.com of the nature of the dispute and to negotiate in good faith for at least thirty (30) days. Disputes that cannot be resolved by negotiation shall be referred, at our election, to mediation through the Singapore International Mediation Centre (SIMC) or the Asian International Arbitration Centre (AIAC, Kuala Lumpur), before court proceedings are commenced. This Section 16 does not prevent either party from seeking urgent injunctive relief to protect its rights.

17. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OPERATION. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE ERROR-FREE, OR BE SECURE. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY INVOICE, TAX DOCUMENT, REPORT, OR AI-GENERATED OUTPUT BEFORE RELYING ON IT, AND FOR ENSURING YOUR OWN COMPLIANCE WITH APPLICABLE LAWS.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GROOT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM, IN ANY TWELVE (12) MONTH PERIOD, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This cap applies in aggregate and not per incident. Nothing in these Terms excludes liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded by law.

19. Indemnification

You agree to defend, indemnify, and hold harmless Groot and its directors, officers, employees, contractors, and agents from and against any loss, damage, liability, claim, or demand, including reasonable legal fees, made by any third party arising out of or relating to: (1) your Customer Data or Contributions; (2) your use of the Platform; (3) your breach of these Terms; (4) your breach of any representation or warranty in these Terms; (5) your violation of any third-party right, including intellectual property or privacy rights; (6) any eInvoice, tax filing, or financial record generated through the Services based on information you supplied; or (7) any harmful act toward any other user.

20. Force Majeure

We will not be liable for any failure or delay in performance caused by events beyond our reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, power failure, internet or telecommunications outage, cyberattack, third-party service disruption (including cloud providers, payment processors, and government portals such as LHDN MyInvois), or labour disputes.

21. Assignment

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms, in whole or in part, to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets, without your consent.

22. Entire Agreement and Severability

These Terms, together with any invoice, Order Form, EULA, Privacy Policy, and supplemental terms incorporated by reference, constitute the entire agreement between you and us regarding the Platform and supersede all prior or contemporaneous communications, whether oral or written. If any provision is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. Our failure to enforce any right or provision is not a waiver of that right or provision.

23. Notices

Notices to us must be sent to admin@hellogroot.com. We may give you notice by email to the address on your account, by in-Service notification, or by posting on the Site. Electronic notices satisfy any legal requirement that notice be in writing.

24. Contact Us

For any question regarding these Terms or the Platform, please contact:

GROOTIFY LLP UEN: T25LL0686L Singapore admin@hellogroot.com

By using any part of the Platform, requesting or paying any invoice issued by us, or continuing to access any Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.