Terms of service.

By signing an Openrift engagement letter, statement of work, or by paying an Openrift invoice, you agree to these Terms of Service together with any specific terms set out in your signed scope. The signed scope and these Terms together form the agreement between you and Openrift Pte. Ltd., a private company limited by shares incorporated in Singapore.

If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not have such authority or you do not agree with these Terms, you must not engage Openrift.

We may update these Terms from time to time as set out in section 14. If you continue to receive services from us after an update has taken effect, you accept the updated Terms for the remainder of the engagement.

Openrift designs and deploys bespoke AI-agent automations for small and mid-sized businesses, primarily in Southeast Asia. Our services are delivered through a combination of consulting work, custom software development, configuration of third-party systems, and managed operation of agent workloads on your behalf.

We do not operate a self-serve SaaS product. Each engagement is scoped, priced, and delivered as a professional services arrangement. The exact deliverables for your engagement are defined in your statement of work.

We do not warrant that our services will be uninterrupted, error-free, or that they will produce any specific business outcome. We do warrant that we will provide the services with reasonable care and skill in line with the standards of a competent provider of similar services.

Openrift engagements follow a three-phase model unless your statement of work says otherwise. Discovery is a fixed-fee, fixed-scope week during which we map your workflows, audit your tooling, and produce a written Deploy quote. Discovery does not commit either party to a Deploy.

Deploy is a fixed-fee, fixed-scope sprint (typically two weeks) during which we build and ship the bespoke agents defined in the Deploy quote. Acceptance of the Deploy is governed by the acceptance criteria set out in the Deploy statement of work.

Run is an ongoing monthly retainer covering tuning, new workflows, monitoring, and capacity. Run is cancellable by either party with thirty days’ written notice. Termination during a Run month does not entitle the Client to a pro-rata refund unless the statement of work expressly provides for one.

All fees are quoted and invoiced in Singapore Dollars (SGD) unless your statement of work specifies otherwise. Goods and Services Tax (GST), withholding taxes, or other applicable taxes are additional to the quoted fees and are payable by the Client.

Invoices are issued at the start of each engagement phase and are payable net fourteen (14) days from the invoice date. Late payment will accrue interest at 1.5% per month or the maximum permitted by Singapore law, whichever is lower. We may suspend services for any account with an invoice more than 30 days past due, after providing written notice.

Run retainer invoices are issued monthly in advance. Discovery is invoiced on signing. Deploy is invoiced 50% on signing and 50% on Deploy acceptance, unless the statement of work specifies otherwise.

Your use of Openrift, and any data you share with us in the course of an engagement, is governed by our Privacy Policy at /privacy. The Privacy Policy is incorporated into these Terms by reference. You should read it before signing.

We act as a data processor for personal data you provide and remain the data controller for our own corporate records. We comply with the Singapore Personal Data Protection Act 2012 (PDPA) and apply equivalent care to personal data from other Southeast Asian jurisdictions where local law applies.

Where we connect to your third-party systems on your behalf, you are responsible for ensuring you have the right to grant that access and for the lawful basis on which the personal data in those systems is being processed.

Each party agrees to treat as confidential any non-public information disclosed by the other party in the course of the engagement, whether marked confidential or not. Confidential information includes business strategy, customer data, financial information, technical materials, and the contents of agent action logs.

Confidential information may only be used for the purposes of performing or receiving the services. It may be disclosed to employees, contractors, and advisors on a need-to-know basis, provided they are subject to confidentiality obligations no less protective than these.

These obligations survive termination of the engagement for a period of three (3) years, except for information that constitutes a trade secret, which remains confidential for as long as it qualifies as such under applicable law.

You retain all rights, title, and interest in and to your data, your business processes as captured in our discovery materials, and any content you provide to us. We make no claim of ownership over your data or your operating know-how.

Openrift retains all rights, title, and interest in our generally applicable tools, frameworks, code libraries, prompt scaffolds, and methodologies, including any improvements made during your engagement. We grant you a non-exclusive, non-transferable, perpetual licence to use the bespoke configuration delivered under the engagement for your internal business purposes.

If your engagement includes custom code or assets created specifically for you and not part of our general-purpose toolkit, ownership of those bespoke artefacts vests in you on payment of the relevant Deploy invoice in full, subject to a perpetual licence back to us to use the general-purpose elements they incorporate.

Openrift agents act on your behalf within the scope and permissions you authorise. We design our agents to escalate high-stakes actions — including but not limited to sending external communications, moving funds, deploying to production systems, and modifying customer-facing data — to a human approver in your team before execution.

You acknowledge that AI agents are probabilistic systems and may produce incorrect outputs or take unintended actions. Where you authorise an agent to act without per-action human approval, you accept the operational risk of those actions. We will work with you in Discovery to identify which actions require approval and which can run autonomously.

We maintain audit logs of agent actions during the engagement and make them available to you on request. You are responsible for monitoring the agents within your own systems and for raising any concerns promptly via your designated channel.

We aim to keep deployed agents available on a best-efforts basis during business hours in Singapore Time (SGT). We do not commit to a specific uptime percentage under these standard Terms; if you require a contractual SLA, that will be addressed in your statement of work or enterprise agreement.

Planned maintenance windows will be communicated in advance through your designated channel where reasonably practicable. Emergency maintenance to address security issues, third-party outages, or other urgent matters may take place without prior notice.

Openrift agents depend on third-party services (model providers, integration platforms, hosting infrastructure). Outages or rate limits in those services may degrade or pause agent operation. We will work to restore service promptly but are not liable for the underlying third-party failures.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to the engagement, including loss of profits, loss of business, or loss of data, even if advised of the possibility of such damages.

Each party’s total aggregate liability arising out of or relating to the engagement in any twelve-month period is capped at the total fees paid by the Client to Openrift under the engagement in that twelve-month period.

Nothing in these Terms limits or excludes either party’s liability for fraud, gross negligence, wilful misconduct, breach of confidentiality, or any liability that cannot be limited or excluded under applicable law.

Either party may terminate the engagement for material breach if the breach is not remedied within thirty (30) days of written notice. Either party may terminate a Run retainer for convenience on thirty (30) days’ written notice.

On termination, the Client will pay all fees for services performed and expenses incurred up to the effective date of termination, including any non-cancellable third-party costs. Openrift will return or destroy Client confidential information within ninety (90) days of termination, except where retention is required by law.

Provisions of these Terms that by their nature should survive termination — including confidentiality, intellectual property, limitation of liability, governing law, and dispute resolution — will survive.

These Terms and any engagement with Openrift are governed by and construed in accordance with the laws of the Republic of Singapore, without regard to its conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

The parties will attempt to resolve any dispute arising out of or in connection with the engagement through good-faith discussion within thirty (30) days of either party giving written notice of the dispute.

If the dispute cannot be resolved through discussion, it will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time. The seat of arbitration is Singapore, the tribunal will consist of one arbitrator, and the language of the arbitration is English.

Nothing in this section prevents either party from seeking interim or injunctive relief from the courts of Singapore where necessary to protect its rights.

We may update these Terms from time to time. The version in force is the version published at openrift.io/terms on the date your engagement begins, unless we have given you written notice of an updated version before that date.

For material changes — including changes to liability, payment, or data handling — we will give existing clients at least thirty (30) days’ written notice. For non-material changes (clarifications, typographical fixes, or updates to reflect new law) the updated version takes effect when published.

The Last Updated date at the top of these Terms reflects when this version was published.

Openrift Pte. Ltd. is a private company limited by shares incorporated in Singapore. Our business address and registration details are available on request.

For questions about these Terms, write to legal@openrift.io. For privacy-specific questions write to privacy@openrift.io. For all other engagement matters use hello@openrift.io or your dedicated channel.

We aim to respond to legal correspondence within five (5) SGT business days.