Terms and Conditions
February 21, 2022
All contracts that the Provider may enter into from time to time for the provision of the Hosted Services and related services shall be governed by these Terms and Conditions
1. Definitions
1.1 In these Terms and Conditions except to the extent expressly provided otherwise:
“Access Credentials” means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;
“Agreement” means a contract between the parties incorporating these Terms and Conditions and any amendments to that contract from time to time;
“API” means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;
“Business Day” means any weekday other than a bank or public holiday in Singapore;
“Business Hours” means the hours of 09:00 to 17:00 on a Business Day;
“Charges” means the following amounts:
(a) the amounts specified in Section 3 of the Services Order Form;
(b) such amounts as may be agreed in writing by the parties from time to time; and
(c) amounts calculated by multiplying the Provider’s standard time-based charging rates as notified by the Provider to the Customer before the date of the Agreement by the time spent by the Provider’s personnel performing the Support Services.
“Customer” means the person or entity identified as such in Section 1 of the Services Order Form;
“Confidential Customer Information” means:
(a) any information disclosed by or on behalf of the Customer to the Provider at any time before the termination of the Agreement whether disclosed in writing, orally or otherwise that at the time of disclosure:
(i) was marked or described as “Confidential”; or
(ii) should have been reasonably understood by the Provider to be confidential; and
(b) the Customer Data;
“Customer Data” means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to the Agreement, but excluding personal data for which the Provider is a data controller;
“Data Protection Laws” means Singapore Personal Data Protection Act of 2012 the (“Act“)and all other applicable laws relating to the processing of Personal Data in Singapore including related Regulations and the Act amended and or superseded from time to time without notice;
“Documentation” means the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date upon which the parties completing and submitting the online Services Order Form published by the Provider on the Provider’s website, the date upon which the Provider sends the Customer an order confirmation;
“ACT ” means the Singapore Personal Data Protection Act of 2012 and all other laws regulating the processing of Personal Data, as such laws may be updated, amended and/or superseded from time to time;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, epidemics, pandemics, explosions, fires, floods, riots, terrorist attacks and wars) as declared by the Singapore Government;
“Hosted Services” means Mentis Talent Map name of hosted services, as specified in the Hosted Services Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with these Terms and Conditions;
“Hosted Services Defect” means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality, or performance] of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in the Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware, or software not specified as compatible in the Hosted Services Specification;
“Hosted Services Specification” means the specification for the Platform and Hosted Services set out in Section 2 of the Services Order Form and the documentation;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semiconductor topography rights and rights in designs);
“Mobile App” means the mobile application known as Mentis Talent Map Mobile Application that is made available by the Provider through the Google Play Store and the Apple App Store or any relevant platform:
“Personal Data” means personal data defined under the Singapore Personal Data Protection Law of 2012 and the Regulations under the Act;
“Platform” means the Platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system, and server software is installed;
“Provider” means MENTIS TALENT TECHNOLOGIES PTE LTD, a company incorporated in Singapore whose registered office is at 51 Goldhill Plaza #07-10/11 Singapore 308900 established under the laws of Singapore;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under these Terms and Conditions;
“Services Order Form” means an online order form published by the Provider and completed and submitted by the Customer signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of the Agreement, commencing in accordance with Clause 1 and ending in accordance with Clause 2.2;
“Terms and Conditions” means all the documentation containing the provisions of the Agreement, namely the Services Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time; and
“User Interface” means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services.
2. Term
2.1 The Agreement shall come into force upon the Effective Date.
2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 17 or any other provision of these Terms and Conditions.
2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a separate contract under these Terms and Conditions.
3. Hosted Services
3.1 The Provider shall provide, or shall ensure that the Platform will provide, to the Customer upon the Effective Date the Access Credentials necessary to enable the Customer to access and use the Hosted Services.
3.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services using the User Interface and the API for the internal business purposes of the Customer in accordance with the documentation during the term.
3.3 The licence granted by the Provider to the Customer under Clause 3.2 is subject to the following limitations:
(a) the User Interface may only be used through a Supported Web Browser or the Mobile App;
(b) The officers, employees, agents, and subcontractors of the Customer may only use the User Interface;
(c) the User Interface may only be used by the named users identified in the Services Order Form, providing that the Customer may change, add, or remove a designated named user in accordance with the user change procedure defined by the Hosted Services;
(d) the User Interface must not be used at any point in time by more than the number of concurrent users specified in the Services Order Form and
(e) the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.
Restrictions On Customer
3.4 Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 3.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services unless with the written permission by the Provider;
(b) the Customer must not permit any unauthorised person or application to access or use the Hosted Services;
(c) the Customer must not use the Hosted Services to provide services to third parties unless with the written permission of the Provider;
(d) the Customer must not republish or redistribute any content or material from the Hosted Services;
(e) the Customer must not make any alteration to the Platform, except as permitted by the documentation; and
(f) the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the Provider’s prior written consent.
3.5 Customer’s Security Measures
The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services using the Access Credentials.
3.6 The Provider shall use all reasonable endeavours to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services but does not guarantee 100% availability as provided for under this Agreement.
Not a Breach of the Agreement by the Provider
3.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of the Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer’s computer systems or networks;
(d) any breach by the Customer of the Agreement; or
(e) scheduled maintenance carried out in accordance with the Agreement.
3.8 The Customer must comply with Schedule 1 (Acceptable Use Policy) and ensure that all persons using the Hosted Services with the Customer’s authority or using the Access Credentials comply with Schedule 1 (Acceptable Use Policy).
Prohibited Uses by Customer
3.9 The Customer must not use the Hosted Services in any way that causes or may cause damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
3.10 The Customer must not use the Hosted Services in any way that uses excessive Platform resources in such a manner as to cause a material degradation in the services provided by the Provider to its other customers using the Platform. The Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers.
3.11 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent, or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
3.12 For the avoidance of doubt, the Customer has no right to access the software code, including object code, intermediate code, and source code of the Platform, either during or after the term.
3.13 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue. The Provider has given to the Customer at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
4. Scheduled maintenance
4.1 The Provider may, from time to time, suspend the Hosted Services for scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 4.
4.2 The Provider shall, where practicable, give to the Customer at least 5 Business Days’ prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services.
4.3 The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours.
5. Support Services
5.1 The Provider shall provide the Support Services to the Customer during the term.
5.2 The Provider shall make available to the Customer a helpdesk.
5.3 The Provider shall provide the Support Services with reasonable skill and care in accordance with the standards of skill and care reasonably expected from a service provider in the Provider’s industry.
5.4 The Customer may use the helpdesk to request and, where applicable, receive the Support Services, and the Customer must not use the helpdesk for any other purpose.
5.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
5.6 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue. The Provider has given the Customer at least 30 days written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
Customer Data
6.1 The Customer hereby grants to the Provider a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under the Agreement. The Customer also grants the Provider the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in the Agreement.
6.2 The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with the Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.
6.3 The Provider may create a backup copy of the Customer Data to restore the Hosted Services to the state they were in when the backup was taken.
6.4 Within a reasonable notice period of 30 days following receipt of a written request from the Customer, the Provider shall use all reasonable endeavour to restore to the Platform the Customer Data in accordance with Clause 6.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform before the restoration.
Mobile App
7.1 The parties acknowledge and agree that the use of the Mobile App, the parties’ respective rights and obligations in relation to the Mobile App, and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions. Accordingly, these Terms and Conditions shall not govern any use, rights, obligations, or liabilities.
No assignment of Intellectual Property Rights
8.1 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer or the Customer to the Provider.
Charges
9.1 The Customer shall pay the Charges to the Provider in accordance with these Terms and Conditions and under the Services Order Form provided.
Time-Based Charges
9.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that may exceed what has been agreed between the parties. Unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay the Provider any Charges regarding Services performed in breach of this Clause 9.2.
Tax /Increase in Charges
9.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable taxes, which will be added to those amounts and payable by the Customer to the Provider.
9.4 The Provider may elect to vary any element of the Charges by giving the Customer not less than 30 days written notice of the variation expiring on any anniversary of the date of execution of the Agreement.
10. Payments
10.1 The Provider may issue invoices for the Charges to the Customer from time to time during the term set out in Section 3 of the Services Order Form upon confirmation.
10.2 The Customer must pay the Charges by a debit or credit card, or such payment details as provided by the Provider to the Customer from time to time.
10.3 If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may charge the Customer interest on the overdue amount at the rate of 5% per annum above the Singapore Interbank Offered Rates will accrue daily until the date of actual payment and be compounded at the end of each calendar month.
11. Provider’s confidentiality obligations
11.1 The Provider must keep the Customer Confidential Information strictly confidential and not to not use any of the Customer Confidential Information for any purpose other than in accordance with this Agreement.
11.2 Notwithstanding Clause 11.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents, and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon the Provider with respect to Customer Confidential Information that:
(a) is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of the Provider; or
(c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
12. Data protection
12.1 Each party shall comply with the Singapore Personal Data Protection Act 2012 (the “Act“) with respect to the processing of the Customer Personal Data.
12.2 The Customer warrants to the Provider that it has the legal right to disclose all personal data disclosed to the Provider under or in connection with the Agreement.
12.3 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:
(a) the Provider may transfer the Customer Personal Data internally to its employees, offices, and facilities in any jurisdiction providing those appropriate safeguards are taken to protect such transfers; and
(b) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory, or sector ensures an adequate level of protection for Personal Data.
12.4 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on public interest grounds.
12.5 The Provider and the Customer shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data.
12.6 As at the Effective Date, the Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data any third parties as required.
12.7 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of the processing of personal data, the notification of personal data breaches to any authority, the communication of personal data breaches to the data subject, data protection impact assessments and may charge the Customer at its standard time-based charging rates] for any work performed by the Provider at the request of the Customer pursuant to this Clause.
12.8 The Provider may notify the Customer of any Personal Data breach affecting the Customer Personal Data provided under the Act.
12.9 The Provider shall, at the Customer’s request, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing and delete existing copies save to the extent that applicable law requires the storage of the relevant Personal Data.
12.10 The Provider may allow for and contribute to audits, including inspections, conducted by the Customer and may charge the Customer for any work performed by the Provider at the Customer’s request pursuant to this Clause. The Provider may refuse such request/s if the Customer refuses to pay for the charge/s as requested by the Provider.
12.11 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to the processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavour promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.
13. Warranties
13.1 The Provider warrants to the Customer that:
(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;
(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under these Terms and Conditions; and
(c) the Provider has access to all necessary know-how, expertise, and experience to perform its obligations under these Terms and Conditions.
13.2 The Provider warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be free from Hosted Services Defects; and
(d) the Platform will incorporate security features reflecting the requirements of good industry practice.
13.3 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and perform its obligations under these Terms and Conditions.
13.4 All of the parties’ warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.
14. Acknowledgements and warranty limitations
14.1 The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs, and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, and bugs.
14.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities. Subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification. The Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
14.4 The Customer acknowledges that the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
15. Limitations and exclusions of liability
15.1 Nothing in these Terms and Conditions will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in these Terms and Conditions:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.
15.3 Neither party shall be liable to the other party for any losses arising out of a Force Majeure Event.
15.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
15.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
15.6 Neither party shall be liable to the other party in respect of any loss of use or production.
15.7 Neither party shall be liable to the other party in respect of any loss of business, contracts, or opportunities.
15.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database, or software.
15.9 Neither party shall be liable to the other party in respect of any special, indirect, or consequential loss or damage.
15.10 The liability of each party to the other party under the Agreement in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to the Provider under the Agreement in the 12 months preceding the commencement of the event or events.
15.11 The aggregate liability of each party to the other shall not exceed the total amount paid and payable by the Customer to the Provider under this Agreement.
16. Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17. Termination
17.1 Either party may terminate the Agreement by giving the other party at least 30 days written notice of termination. This notice period is not required if a party commits a material breach of these Terms and Conditions.
17.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all or substantially most of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up other than for a solvent company re-organisation where the resulting entity will assume all the obligations of the other party under the Agreement; or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing their affairs; or
(iii) that the other party is the subject of a bankruptcy petition or order.
18. Effects of termination
18.1 Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect in accordance with their express terms or otherwise indefinitely: Clauses 1, 11, 15, 18, 21 and 22.
18.2 Any payment made to the Provider under the Services Order Form is not refundable, notwithstanding that the Customer has not consumed the service in part or in whole or under any circumstances.
18.3 Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.
19. Notices
19.1 Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods using the relevant contact details set out in Section 4 of the Services Order Form and Clause 19.2, providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 The Provider’s contact details for notices under Clause 19 are provided under the Services Order Form or on the Provider’s website as relevant.
19.3 The addressee and contact details set out in Section 4 of the Services Order Form and Clause 19.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.
20. Subcontracting
20.1 Subject to any express restrictions elsewhere in these Terms and Conditions, the Provider may subcontract any of its obligations under the Agreement.
20.2 The Provider shall remain responsible to the Customer for performing any subcontracted obligations.
20.3 Notwithstanding the provisions of this Clause 20 but subject to any other provision of these Terms and Conditions, the Customer acknowledges and agrees that the Provider may subcontract to any reputable third party, the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
21. General
21.1 No breach of any provision of the Agreement shall be waived except with the party’s express written consent.
21.2 If any provision of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
21.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
21.4 The Customer hereby agrees that the Provider may assign the Provider’s contractual rights and obligations under the Agreement to any successor to all or a substantial part of the Provider’s business from time to time.
21.5 No person (other than the Provider) who is not a Party to this Agreement shall have any right under the Contracts (Rights of Third Parties) Act (Cap 53B) of Singapore to enforce any of the terms of this Agreement.
21.6 Subject to Clause 15.1, a Services Order Form, together with these Terms and Conditions and any Schedules, shall constitute the entire Agreement between the parties in relation to the subject matter of that Services Order Form, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter.
21.7 The Agreement shall be governed by and construed in accordance with Singapore laws and the courts of Singapore shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
22. Interpretation
22.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
22.2 The Clause headings do not affect the interpretation of these Terms and Conditions.
22.3 References in these Terms and Conditions to “calendar months” are the 12 named periods into which a year is divided.
22.4 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Acceptable Use Policy)
1. Introduction
1.1 This acceptable use policy (the “Policy“) sets out the rules governing:
(a) the use of the Provider’s website, any successor website, and the services available on that website or any successor website] (the “Services“); and
(b) the transmission, storage, and processing of content by you, or by any person on your behalf, using the Services (“Content“).
1.2 References in this Policy to “you” are to any customer for the Services and any individual user of the Services and “your” should be construed accordingly, and references in this Policy to “us” are to the Provider and “we” and “our” should be construed accordingly.
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express Agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
2. General usage rules
2.1 You must not use the Services in any way that causes or may cause damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent, deceptive, or harmful; or
(b) in connection with any unlawful, illegal, fraudulent, deceptive, or harmful purpose or activity.
2.3 You must ensure that all content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person in each case in any jurisdiction and under any applicable law.
3.2 Content, and the use of content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libelous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trademark right, design right, right in passing off, or other intellectual property rights;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the content in question, particularly for children over 12 years of age.
4.2 Content must not depict violence in an explicit, graphic, or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate, or misleading.
5.2 Statements of fact contained in content and relating to persons legal or natural must be true, and statements of opinion contained in the content and relating to persons legal or natural must be reasonable, be honestly held and indicate the basis of the opinion.
6. Negligent advice
6.1 Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7. Etiquette
7.1 Content must be appropriate, civil, and tasteful and accord with generally accepted etiquette and behaviour standards on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory, or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience, or needless anxiety.
7.4 You must not use the Services to send any hostile communication, or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must ensure that content does not duplicate other content available through the Services.
7.8 You must ensure that content is appropriately categorised.
7.9 You should use appropriate and informative titles for all content.
7.10 You must at all times be courteous and polite to other users of the Services.
8. Marketing and spam
8.1 You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service, or commercial offering.
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam – which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, “get rich quick” schemes or similar letters, schemes, or programs.
8.5 You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
9. Regulated businesses
9.1 You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
9.2 You must not use the Services for any purpose relating to the offering, sale, or distribution of drugs or pharmaceuticals.
9.3 You must not use the Services for any purpose relating to the offering, sale, or distribution of knives, guns, or other weapons.
10. Monitoring
10.1 You acknowledge that we may actively monitor the content and the use of the Services.
11. Data mining
11.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
12. Hyperlinks
12.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
13. Harmful software
13.1 The Content must not contain or consist of, and you must not promote, distribute, or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications, or technologies.
13.2 The Content must not contain or consist of, and you must not promote, distribute, or execute by means of the Services, any software, programs, routines, applications, or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.