Terms of service

Last edited: APR 2021

1. Acceptance

  1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between Inventrik Pte Ltd (201504783D) (referred to as “SaaS Provider”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party, (Agreement). 
  2. The SaaS Provider owns, or holds the relevant rights to, the Vouchermatic Software and will license the use of the Software as a service to the Customer.
  3. The Customer wishes to license the SaaS Services available at inventrik.com / vouchermatic.app (Site) from the SaaS Provider.
  4. This Agreement sets out the terms upon which the SaaS Provider has agreed to grant a license to the Customer to use the SaaS Services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the SaaS Provider provides the Customer with an account (Customer’s account) to access and use the Services only as agreed (Effective Date).

By accessing and/or using the Services you: 

  1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it; 
  2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the Terms on your behalf; and
  3. agree to use the Services in accordance with this Agreement.
  4. By using our Services and subscribing to us, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services. 
 

2. Services

  1. On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
  2. The Customer agrees the SaaS Provider owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer including any Customer configuration documentation.
  3. The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the SaaS Provider will provide the Customer with 20 Business Days’ notice and the Customer agrees that any material alteration is at the SaaS Provider’s discretion. 
  4. The Parties agree that the SaaS Provider:
    1. will supply the Services on a non-exclusive basis;
    2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
    3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
  5. The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
 

3. SaaS Service permit

  1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable, personal, revocable, permission to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Permit).
  2. The Customer agrees that the SaaS Permit:
    1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
    2. permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; or as agreed in writing via an official quotation, and
    3. permits the Customer to provide access and use of the SaaS Services to Authorised Users only, as applicable.
 

4. SaaS Permit Restrictions

  1. The Customer must not access or use the SaaS Services except as permitted by the “SaaS Permit” and as agreed upon, and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with the SaaS Provider’s Intellectual Property Rights in the SaaS Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
    1. resell, assign, transfer, distribute or provide others with access to the SaaS Services;
    2. “frame”, “mirror” or serve any of the SaaS Services on any web server or other computer server over the Internet or any other network;
    3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the SaaS Services or Software; or
    4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
  2. The Customer must not use the SaaS Services in any way which is in breach of any statute, regulation, law or legal right of any person within Singapore or the jurisdiction in which the Customer or its Personnel are located. 
 
5. Data

  1. The Customer grants to the SaaS Provider a limited licence to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
    1. to supply the Services including to enable the Customer, its Personnel and any Authorised Users to access and use the Services;
    2. for diagnostic purposes;
    3. to test, enhance and otherwise modify the Services whether requested by the Customer or not;
    4. to develop other Services; and
    5. as reasonably required for the performance of the SaaS Provider’s obligations under this Agreement.
  2. The Customer represents and warrants that:
    1. any and all Data supplied by the Customer or otherwise accessed by the SaaS Provider through the provision of the Services is the sole and exclusive property of the Customer and that the Customer has secured any and all authorisations, consents and rights to use the Data as applicable (under GDPR & PDPA);
    2. its Data does not breach any relevant laws, regulations or codes;
    3. its Data does not infringe the Intellectual Property Rights of any third party;
    4. it will comply with all applicable laws and regulations in the jurisdiction where the Customer accesses and publishes content using the SaaS Services; and
    5. to the extent that the Data contains personal data, it has obtained the necessary consents in order to transfer or permit access to this Data in accordance with applicable privacy and data protection laws (under GDPR & PDPA);
    6. to obtain all necessary consents from the relevant individual to enable the SaaS Provider to collect, use, hold and process that information in accordance with the Agreement.
    7. it abides by the Personal Data Protection Act (PDPA) or General Data Protection Regulation (GDPR ) when using, collecting or disclosing personal data as per the obligations below:
      • Consent Obligation
      • Purpose Limitation Obligation
      • Notification Obligation
      • Access and Correction Obligation
      • Accuracy Obligation
      • Retention Limitation Obligation
      • Transfer Limitation Obligation
      • Accountability Obligation

  1. The Customer acknowledges and agrees that:
    1. any collation, conversion and analysis of Data performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of Data. The SaaS Provider is not liable for any such errors, omissions, delays or losses. The Customer acknowledges and agrees it is responsible for adopting reasonable measures to limit the impact of such loss or error;
    2. The SaaS Provider may relocate the Data to another jurisdiction. In each case, the SaaS Provider will give the Customer 15 Business Days’ notice and use all reasonable endeavours to minimise the effect of such change on the Customer’s access and use of the Services;
    3. The SaaS Provider is not responsible for any corruption or loss of any Data if such corruption or loss is due to an act or omission by the Customer, its Personnel, its Related Bodies Corporate or any Authorised Users; and
    4. The SaaS Provider is not responsible for the integrity or existence of any Data on the Customer’s Environment, network or any device controlled by the Customer or its Personnel.
  2. The Customer agrees to indemnify and hold the SaaS Provider harmless for the corruption or loss of any Data controlled or stored by the Customer or any Related Bodies.
  3. The Customer agrees to indemnify SaaS Provider, its employees, agents and representatives and to hold them harmless, from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion data thereof, from such Customer’s use of the Service or from such Customer’s breach of this Agreement or the Terms of Use. Each Customer further agrees that SaaS Provider is not responsible, and shall have no liability to it or anyone else for any material posted by such Customer or third parties, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Customer. SaaS Provider reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer, in which event the Customer shall cooperate with SaaS Provider in asserting any available defenses.
  4. The Customer agrees, that as soon as SaaS subscription ends or account is deactivated, the SaaS provider will immediately delete all customer data or delete the customer data as contractually agreed.

 

6. Support and Service Levels

  1. During the Term, the SaaS Provider will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
    1. the Customer provides the SaaS Provider with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
    2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to the SaaS Provider all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).
    3. Standard Service Level Agreement applies 

 

7. SaaS provider Obligations

  1. The SaaS Provider must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorized access, use, copying or disclosure.
  2. The SaaS provider’s data center is in Singapore; as such The Customer’s data will be stored in our data centers in Singapore, unless otherwise agreed as per contract on Customer’s request.

8. Our Responsibilities as a ‘Data Intermediary (DI) Under PDPA.

Where we are a DI, we have agreements, documents containing certain prescribed terms in our contracts with customers (data controllers (DC)), including:

  • to ensure the security of data processing;
  • to keep records of processing activities;
  • to cease the retention of the data as per customer’s instructions
  • to notify any personal data breaches to the data controller; and
  • to appoint a data protection officer

In case of a data breach, we will inform you of the personal data compromised as soon as possible after detecting the breach.

 

9. Customer Responsibilities and Obligations 

  1. The Customer will provide all required materials as required by the SaaS Provider from time to time for the SaaS Provider to perform the Services. 
  2. The Customer must, at the Customer’s own expense:
    1. provide all reasonable assistance and cooperation to the SaaS Provider in order to enable the SaaS Provider to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorised Users any consents necessary to allow the Customer and its Personnel to engage in the activities described in this Agreement and to allow the SaaS Provider to provide the Services;
    2. use reasonable endeavours to ensure the integrity of the Data;
    3. permit the SaaS Provider and its Personnel to have reasonable access to the Customer Environment for the purposes of supplying the Services;
    4. ensure that only Customer Personnel and Authorised Users will access and use the SaaS Services and such use and access will be in accordance with the terms and conditions of the SaaS Permit; and
    5. make any changes to its Customer Environment that may be required to support the delivery and operation of any Services.
  3. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
    1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
    2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
    3. in any way that damages, interferes with or interrupts the supply of the Services.
  4. The Customer acknowledges and agrees that:
    1. it is responsible for all users using the Services including its Personnel and any Authorised Users;
    2. its use of the Services will be at its own risk;
    3. it is responsible for maintaining the security of its account and password. The SaaS Provider cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;
    4. the SaaS Provider may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term as and if necessary for security reasons;
    5. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
    6. if they operate a shared Customer account, make (or allow any third party to make) material available by means of the Services (including shareable links and SCORM objects), the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
    7. the technical processing and transmission of the Service, including the Customer’s content, may be transferred unencrypted and involve
      (a) transmissions over various networks; and
      (b) changes to conform and adapt to technical requirements of connecting networks or devices;
    8. if the SaaS Provider wishes to alter the delivery of the SaaS Services which requires a change to the Customer Environment (including reconfigurations or interface customisations the extent necessary to access or use the SaaS Services) the Customer will give any assistance to the SaaS Provider or make any such changes to the Customer Environment, that the SaaS Provider reasonably requires; and
    9. the SaaS Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.
    10. A set of ID and Password is unique to a single Account and no customer (user) shall share, assign or permit the use of its Account, ID or Password to another person outside of the business entity. Each user acknowledges that sharing of its Account with other persons, or allowing multiple users outside of its business entity to use its Account (collectively, “multiple use”), may cause irreparable harm to SaaS provider and each Customer shall indemnify SaaS Provider (Inventrik Pte Ltd / Vouchermatic) against any loss or damages (including but not limited to loss of profits) suffered by SaaS Provider as a result of such multiple use of an Account. Each customer hereby undertakes to notify SaaS Provider immediately of any unauthorized use of its Account, ID or Password or any other breach of security. Each customer (user) hereby agrees that SaaS Provider shall not be liable for any loss or damages arising from the customer’s (user’s) failure to comply with this paragraph.
    11. In the event that any Customer has a dispute with any party to a transaction, such Customer agrees to release and indemnify SaaS Provider (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction.

 

10. Prohibited Use

  1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the SaaS Provider’s website or as provided to the Customer from time to time. 
  2. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
    1. use the SaaS Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
    2. use the SaaS Services in relation to crimes such as theft and fraud;
    3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
    4. make any unauthorised copy of any copyrighted material owned or licenced by the SaaS Provider;
    5. introduce malicious programs into the SaaS Provider System (e.g. viruses, worms, trojan horses, e-mail bombs);
    6. reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorised Users;
    7. use the SaaS Services to make fraudulent offers of goods or services;
    8. use the SaaS Services to carry out security breaches or disruptions of a network. Security breaches include, but are not limited to, accessing data of which the Customer is not an intended recipient or logging into a server or account that the Customer is not expressly authorised to access or corrupting any data. For the purposes of this paragraph, “security breaches” includes, but is not limited to, network sniffing/monitoring, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
    9. use any program/script/command, or sending messages of any kind, with the intent to interfere with, or disable, any persons’ use of the SaaS Services;
    10. send any unsolicited email messages through or to users of the SaaS Services or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages; use the SaaS Services in breach of any person’s privacy (such as by way of identity theft or “phishing”) is strictly prohibited; and
    11. use the SaaS Services to circumvent user authentication or security of any of the Customer’s hosts, networks or accounts or those of the Customer’s customers or suppliers.

 

11. Contact

  1. Each Party will appoint and maintain at all times a manager who will be responsible for the management of this Agreement.

 

12. Fees

  1. The Customer must pay the SaaS Provider:
    1. the Fee; and
    2. any other amount payable to the Provider under this Agreement, 

without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are either in SGD$ or USD$ (as agreed), and are payable in advance.

  1. If there is a Variation, the SaaS Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
  2. If any payment has not been made in accordance with the Payment Terms, the SaaS Provider may (at its absolute discretion):
    1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
    2. charge interest on overdue amounts.  Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by the Supplier’s primary trading bank as at the due date (or, if the Supplier’s primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
    3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
    4. report the Customer to any independent credit data agencies.
  3. By giving at least [30] days’ notice, the Saas Provider may increase the Fees once each Year (but not the first Year)
  4. If the customer does not wish to pay the increased Fees, it may terminate the Agreement on no less than [10] days’ notice, provided the notice is received by the SaaS provider before the effective date of the Fee increase.  If the Customer does not terminate the Agreement in accordance with this clause, it is deemed to have accepted the increased Fees.

 

13. Confidentiality 

  1. Subject to clause 13.2, each Party must (and must ensure that its Personnel do):
    1. keep confidential; and
    2. not use or permit any unauthorised use of,

all Confidential Information.

  1. Clause 13.1 does not apply where:
    1. the information is in, or comes into, the public domain (other than by a breach of this clause 13 by the relevant Party);
    2. the relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
    3. the disclosure is required by law;
    4. the disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause 13; and
    5. the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause 13.
  2. Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 13.  A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 13.
  3. This clause 13 will survive the termination or expiry of this Agreement.

 

14. Intellectual Property Rights

  1. all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of the SaaS Provider (and its licensors).  The Customer must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
  2. The Customer grants to the SaaS Provider a non-exclusive, royalty free, non-transferable and irrevocable licence to make available and communicate the Data for any purpose in connection with the exercise of its rights and performance of its obligations in accordance with the Agreement..
  3. Feedback:  If the Customer provides the SaaS povider with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):
  4. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by the SaaS provider; and
  5. the Supplier may use or disclose the feedback for any purpose.
  6. We have the discretion (but not obligation) to terminate a Customer’s access to and use of the Services if, we determine that Customer or its Authorised Users are repeat infringer of the Intellectual Property Rights of us or third parties.
  7. This Clause 13  will survive the termination or expiry of this Agreement.

 

15. Privacy

  1. Each Party and its Personnel agrees to comply with its obligations under the Personal Data Protection Act 2012  and any other applicable legislation or privacy guidelines as amended from time to time in relation to personal information collected, used or disclosed by that Party or its Personnel in connection with the Services and this Agreement.
  2. Details on how the SaaS Provider complies with the Personal Data Protection Act 2012) and how it collects, discloses, holds or uses personal information is available in the SaaS Provider’s Privacy Policy as set out on the SaaS Provider’s website at https://inventrik.com/data-protection-policy/  or as provided to the Customer from time to time. The SaaS Provider reserves the right to amend its Policy as required from time to time.
  3. The SaaS Provider will take all reasonable steps to notify the Customer in writing if it becomes aware of any actual, threatened or suspected breach of Data where such breach involves personal information.
  4. The Customer warrants that it has obtained each of its Personnel’s informed consent for the Service Provider, its related bodies corporate, and their respective Personnel to use, store, manipulate or otherwise deal with the personal information contained in the Data.
  5. The Customer must ensure that any collection, processing, use, disclosure and transfer by the Customer and its Personnel of personal information in connection with the performance of its obligations under this Agreement complies with all applicable privacy law and the privacy policy of the Customer.
  6. The Customer must take all necessary steps to ensure that the personal information held or accessed by it in connection with this Agreement is protected against misuse, interference and loss, and from unauthorised access, modification and disclosure (Data Breach). The Customer will promptly give written notice to the Service Provider of any actual or suspected Data Breach and will provide information, assistance and other cooperation as requested by the Service Provider in respect of the Data Breach.
  7. The SaaS provider will retain Customer’s information for as long as Customer account is active or as needed to provide Customer services. SaaS Provider will retain and use information as necessary to comply with legal obligations, resolve disputes, and enforce agreements.
  8. The Customer agrees, that as soon as SaaS subscription ends or account is deactivated, the SaaS provider will be immediately delete all customer data or delete the customer data as contractually agreed
  9. This clause 15 will survive the termination or expiry of this Agreement.

 

16. Representations and Warranties

  1. General
    Each Party warrants that

    1. it has full power and authority to enter into and perform its obligations under the Agreement which, constitutes binding obligations on the warranting party.
    2. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms; and
    3. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.

  1. SaaS Provider
    1. The SaaS Provider warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the SaaS Services.
    2. The SaaS Provider does not warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.

 

17. Indemnity and liability

  1. The SaaS Provider is liable for the acts and omissions of all its Personnel as if they were done by the SaaS Provider.
  2. Despite anything to the contrary (but subject to clause 17.3), to the maximum extent permitted by the law:
    1. the SaaS Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to SaaS Provider in the prior Contract Year; and
    2. the SaaS Provider will not be liable to the Customer for:
      (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data );
      (ii) lack of access to or use of or inability to access or use the Service;
      (iii) any conduct or content of any third party on the Services;
      (iv) any content obtained from the Services; nor
      (v) unauthorised access, use or alteration of your transmissions or content,

whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

  1. Clause 17.2 will not apply to the SaaS Provider’s Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:
    • fraud or criminal conduct; or
    • death or personal injury.
  2. Despite anything to the contrary, to the maximum extent permitted by the law, the SaaS Provider will have no Liability, and the Customer releases and discharges the SaaS Provider from all Liability, arising from or in connection with any:
    1. failure or delay in providing the Services;
    2. breach of this Agreement; or
    3. misuse of the Services,

  1. where caused or contributed to by any:
    1. Force Majeure Event;
    2. a fault or defect in any item of the Customer Environment; or
    3. act or omission of the Customer or its Personnel.

  1. The SaaS Provider uses third-party Service Providers to host the Services. The SaaS Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider.
  2. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
  3. The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
    1. any and all unauthorised use of the SaaS Service;
    2. Authorised Users access or use of the Services;
    3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel; and
    4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.

This Clause 17 will survive the termination or expiry of this Agreement.

 

18. TERM & TERMINATION

  1. TERM:  Unless terminated under this clause18, the Agreement:
    1. starts on the Start Date and ends on the End Date; but
    2. where no End Date is set out in the Key Details, continues for successive terms of [12 months] from the Start Date a party gives [60 days’] notice that the Agreement will terminate on the expiry of the then-current term.

  1. TERMINATION : Where there is no Initial Term or Renewal Term, Customer may terminate this Agreement by giving SaaS Provider at least 30 days prior written notice, such termination will take effect with at the expiry of the then current billing cycle.
  2. If  a Party wishes to vary any of the Terms of this Agreement, it must give at least 30 Business Days’ notice prior to the expiry of the current Contract Year to enable the Parties to meet to discuss any proposed variation.
  3. The SaaS Provider may terminate this Agreement immediately by giving written notice to the Customer where:

  • the Customer undergoes a Change of Control to a competitor of the SaaS Provider as determined by the SaaS Provider;
  • an Insolvency Event occurs in relation to the Customer; 
  • the Customer commits a breach of this Agreement not capable of remedy; or
  • breaches any of the clauses in this agreement

  1. The SaaS Provider may suspend overdue accounts without notice to the Customer. A $100 reinstatement charge applies to reactivate any suspended account once full payment has been received.

 

19. Dispute Resolution

  1. Good faith negotiations:  Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
  2. Obligations continue:  Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
  3. Negotiations & Mediation:  In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
  4. Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith.  All aspects of every such conference, except for the occurrence of the conference, will be privileged.
  5. If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation administered by the Singapore Mediation Centre (SMC). with such mediation to be conducted:
    1. in good faith;
    2. in Singapore; and
    3. in accordance with Singapore Mediation Centre (SMC) Guidelines.
  6. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
  7. If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
  8. This clause 19 will survive the termination or expiry of this Agreement.

 

20. Non-Solicitation

  1. The Customer will not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, the SaaS Provider, during the Term of this Agreement.
  2. This clause 20 will survive the termination or expiry of this Agreement.

 

21. GST

  1. GST is payable on any supply made under this Agreement, 
  2. GST is not payable if the services are provided outside of Singapore

 

22 Force Majeure

  1. Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
    1. immediately notifies the other party and provides full information about the Force Majeure;
    2. uses best efforts to overcome the Force Majeure; and
    3. continues to perform its obligations to the extent practicable.

 

23. Notices: 

A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose.  If the notice is a notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address

 

43. Links to Third Parties

  1. The Services may contain links to third-party web sites or services that are not owned or controlled by the SaaS Provider.
  2. The SaaS Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services.
  3. The Customer further acknowledges and agrees that the SaaS Provider shall not be responsible or  liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services

 

25. Independent legal advice

Each Party acknowledges and agrees that it has had an opportunity to read this Agreement, it agrees to its terms and, prior to executing it, it has been provided with the opportunity to seek independent legal advice about its terms.

 

26. Law

The Agreement is governed by, and must be interpreted in accordance with, the laws of Singapore

 

27. Entire Agreement

The Agreement sets out everything agreed by the parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.

 

28. General & Definitions

Business Day means a day on which banks are open for general banking business in Singapore, excluding Saturdays, Sundays and public holidays.

Business Hours means 9am to 6pm on a Singapore Business Day.

Intellectual Property Rights means all present and future rights to:

  1. copyright;
  2. registered or unregistered designs, patents, trade marks;
  3. trade, business, company or domain names;
  4. know-how, inventions, processes, trade secrets;
  5. circuit layouts, databases or source codes; and
  6. any similar rights in any part of the world,

For any questions, please contact us at:
[email protected]