SaaS Services Terms & Conditions
1. SaaS and Support Services
1.1 Capitalised terms used and defined in the Agreement maintain their meaning when used in the Order Form unless stated otherwise.
1.2 “Equipment” refers to all hardware and associated components provided by the Company to the Customer for provision of the Services.
1.3 “Software” refers to all software provided by the Company as part of the Services. “End Users” refers to the Customer’s customers using the Services. “Limited Purpose” refers to End Users’ use of the Services for self check-in and self check-out processing.
2. Restrictions and Responsibilities
2.1 The Company grants to the Customer a non-exclusive, non-transferable, limited licence to use the Software and Services in Singapore (the “Territory”) for the duration of the Term only and for the Limited Purpose.
2.2 The licence scope is limited to uses specified herein. The Customer shall not be entitled to, directly or indirectly: permit or grant access to the Software to any third party other than End Users for the Limited Purpose; copy or reproduce the Software; possess or access the source code; sell, export, assign, licence, encumber, time-share, rent, lease, lend, distribute, publicly display or offer on a “pay-per-use” basis the Software or Services; publish, modify, alter, reproduce or translate any documentation related to the Software or Services without prior written consent; remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or markings; prepare or develop derivative works; copy, modify, create derivative works of, reverse engineer, decompile, disassemble or attempt to discover the source code, object code or underlying structure; engage other parties in reverse engineering or black-box analysis; commercially exploit the Software or Services; or hack, compromise or tamper with security features.
2.3 The Customer represents, covenants and warrants that it will use the Software and Services only in compliance with the Company’s standard published policies, all notices, guidelines, rules and instructions issued by the Company, and all applicable laws and regulations.
2.4 The Customer shall ensure that its users of the Services and its information technology, technical and management personnel will be reasonably available as required by the Company to assist in addressing and resolving issues arising in connection with the Software, and shall provide all information and assistance reasonably required by the Company to perform the Services.
2.5 The Company will not be responsible for technical support, maintenance services and any obligations or services not relating to the Services or the Software; for providing equipment, hardware, software, networks, systems, infrastructure maintenance or other services other than the Services (“Customer Systems”); for ensuring and maintaining the security of the Customer Systems, Customer account, passwords and files; or for any use of the Customer account or Customer Systems whether with or without the Customer’s knowledge or consent. The Customer shall be solely responsible for procuring and maintaining all Customer Systems.
2.6 The Customer hereby agrees to indemnify and hold harmless the Company against any damages, losses, costs, charges, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim, proceeding or action arising from or relating to a breach of this Section 2 or otherwise from the Customer’s use of the Software and/or Services.
2.7 Although the Company has no obligation to monitor the Customer’s use of the Software and/or Services, it may do so and may prohibit any use that violates this Section 2.
3. Confidentiality
3.1 “Confidential Information” means information disclosed by or on behalf of a party (the “Disclosing Party”) that is by its nature confidential or by the circumstances in which it is disclosed confidential, or is designated by the Disclosing Party as confidential. Confidential Information of the Company includes non-public information regarding features, functionality and performance of the Software and Services, and information relating to the terms upon which Services are provided. Confidential Information of the Customer includes non-public data and Personal Data provided by the Customer to the Company to enable the provision of the Services (“Customer Data”).
3.2 Each party (the “Receiving Party”) agrees to take reasonable precautions to protect the Confidential Information and not to use the Confidential Information for any purpose other than the performance of this Agreement, nor to disclose such Confidential Information to any third party other than on a need-to-know basis.
3.3 The restrictions on use and disclosure shall not apply to Confidential Information already known by the Receiving Party without an obligation of confidentiality, in the public domain through no breach by the Receiving Party, lawfully received from a third party with an independent right to disclose, independently developed without reference to the Disclosing Party’s information, or required to be disclosed pursuant to a lawful order of a court or government agency.
3.4 Each party shall take all reasonable steps to ensure that its employees, agents, sub-contractors and consultants comply with these obligations.
3.5 The restrictions on use and disclosure of Confidential Information shall not apply with respect to any information after five (5) years following the disclosure thereof.
4. Data Protection
4.1 “PDPA” means the Singapore Personal Data Protection Act 2012, all subsidiary legislation and guidelines issued pursuant thereto, and all equivalent legislation in the Territory or which apply to a party’s business, including the European General Data Protection Regulation 2016/679. “Personal Data” shall have the same meaning as set out in the PDPA, in respect to individuals who are End Users.
4.2 Each party shall collect, use, process and/or disclose Personal Data in full compliance with the PDPA, and in a manner that does not cause the other party to be in breach. The Company’s prevailing privacy policy is available at /legal/privacy-policy.
5. Intellectual Property
5.1 All right, title and interest in the Software and/or the Services, including all copyright, trade marks, designs, patents, layout designs, proprietary information and other forms of intellectual and industrial property rights (“IPR”) shall remain vested in the Company absolutely. Nothing in this Agreement grants the Customer any right or licence to use, reproduce or adapt any such IPR without the prior written approval of the Company.
5.2 All right, title and interest in software, inventions and applications developed by the Company in the course of providing the Services, all improvements and modifications to the Software, and all IPR therein, shall vest in the Company absolutely.
5.3 The Customer shall own all right, title and interest in the Customer Data.
5.4 Notwithstanding anything to the contrary, the Company shall have the right to collect and analyse data and information relating to the provision, use and performance of the Services, and to use such information to improve and enhance the Software and Services, and to use, store, process and disclose such data in aggregate or other de-identified form in connection with its business.
6. Payment of Fees
6.1 The Customer will pay the Company the Fees as set out in the Order Form upon receipt of an invoice. If the Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form, the Customer shall be billed for such usage and agrees to pay the additional fees.
6.2 The Company reserves the right to change Fees and to institute new charges and Fees at the end of the Initial Service Term or each Renewal Term, upon thirty (30) days’ prior written notice to the Customer.
6.3 If the Customer disputes any portion of an invoice, the Customer shall pay the undisputed portion and shall notify the Company in writing of the dispute within fifteen (15) days of receipt.
6.4 All invoices shall be paid within fourteen (14) days of the invoice date. All Fees, costs and amounts payable shall be in the currency specified in the Order Form.
6.5 All Fees are exclusive of taxes, duties and charges.
6.6 All Fees paid by the Customer are non-refundable.
6.7 If the Customer fails to make full payment of any Fees by their due dates, the Company may withhold Services or suspend access until full payment is received; late payment interest at 1.5% per month (or the maximum rate permitted by applicable law if lower) will be levied; and the Company may terminate this Agreement upon thirty (30) days’ written notice if payment remains outstanding.
6.8 The Customer agrees that transactions may be made through End Users’ use of the Software, and the Company shall be entitled to receive payment from such third parties.
7. Term and Termination
7.1 Subject to earlier termination, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of duration as specified by the Renewal Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.2 This Agreement may be terminated by a party if the other party commits a material breach of any term, becomes insolvent or has a receiver appointed, or has distress or execution levied against it and the same is not satisfied within thirty (30) days.
7.3 Any expiry or termination shall not affect any accrued rights or liabilities of either party.
7.4 Upon expiry or termination, the Customer must pay in full all Fees up to the last day Services are provided, immediately return or destroy all materials containing the Company’s Confidential Information and IPR, and immediately cease use of the Software and Services. The Company will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days, after which it will delete all stored Customer Data.
7.5 All sections that by their nature should survive termination will survive termination.
8. No Warranties
8.1 The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services.
8.2 The Customer agrees that Services may be temporarily unavailable for scheduled or unscheduled emergency maintenance, or because of other causes beyond the Company’s reasonable control.
8.3 NO WARRANTY OF ANY KIND IS GIVEN IN CONJUNCTION WITH THE SERVICES OR THE SOFTWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXCLUDES ALL WARRANTIES WHICH MAY OTHERWISE BE IMPLIED. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”.
9. Indemnity & Limitation of Liability
9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL IN NO EVENT NOR FOR ANY REASON BE LIABLE TO THE CUSTOMER FOR ANY LOSS, DAMAGE OR EXPENSE arising from or in connection with the Services, the Software and/or this Agreement.
9.2 The Company expressly excludes any liability for any indirect, special, exemplary, punitive or consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings.
9.3 The Customer is fully responsible for understanding how to use and access the Software as permitted under this Agreement.
9.4 In the event the Company is held to be liable, the Company’s liability shall not exceed in the aggregate one hundred Singapore dollars (SGD 100.00).
9.5 If the Services are held to be infringing, the Company may replace or modify the affected Service, obtain a licence, or terminate this Agreement and refund any prepaid, unused Fees.
9.6 The Customer shall fully indemnify and hold harmless the Company against any losses arising out of a third-party claim in respect of any Customer Data.
10. Miscellaneous
10.1 The parties are independent contractors. Nothing creates a partnership or principal-agent relationship.
10.2 This Agreement is not assignable by the Customer except with the Company’s prior written consent. The Company may transfer and assign its rights and obligations without consent.
10.3 This Agreement contains the entire agreement between the parties.
10.4 No variation, amendment or rescission shall bind either party unless made in writing in English and signed by both parties.
10.5 No waiver of any rights shall be effective unless made in writing and signed by such party.
10.6 No party shall be liable for any failure to perform its obligations if the failure results from a Force Majeure Event.
10.7 If any provision is held void or unenforceable, the rest of the Agreement remains valid.
10.8 All notices must be in writing and will be deemed duly given on receipt by the other party.
10.9 This Agreement is governed by the laws of Singapore.
10.10 Any dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) by a tribunal of one arbitrator. The language of arbitration is English.
10.11 A person who is not a party to this Agreement has no rights under the Contract (Rights of Third Parties) Act (Cap. 53B).
10.12 The Customer agrees to reasonably co-operate with the Company to serve as a reference account upon request.
10.13 The standard Support Hours by the local support team are Monday to Friday (excluding public holidays) 9.30am to 6.30pm local time. Customers outside these locations will be supported by the remote support team during the same hours in Singapore Time.