Terms & Conditions

1. SAAS AND SUPPORT SERVICES

1.1 Any capitalised terms used and defined in the Agreement will have the same meaning when used in the accompanying Order Form unless stated therein.

1.2 “Equipment” refers to all hardware and associated components provided by Company to Customer for the 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 that use the Services. “Limited Purpose” refers to the use of the Services by the End Users for self check-in and self check-out processing.

1.4 “End Users” refers to the Customer’s customers that use the Services.

1.5 “Limited Purpose” refers to the use of the Services by the End Users for self check-in and self check-out processing.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Subject to the terms and conditions of this Agreement, Company grants to Customer, and Customer accepts, a non-exclusive, non-transferable, limited license to use in Singapore (the “Territory”) the Software and Services provided by Company for the duration of the Term only and for the Limited Purpose.

2.2 The scope of the licence granted in Section 2.1 is limited to the use specified therein. Without prejudice to the generality thereof, Customer shall not be entitled to, directly or indirectly:

i. permit or grant access to the Software to any third party, other than End Users for the Limited Purpose;

ii. copy or reproduce the Software by any means or in any form without the Company’s prior written consent, unless expressly permitted by this Agreement;

iii. have possession of, or access to, the source code of the Software or any part thereof;

iv. 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 or any part thereof;

v. publish, modify, alter, reproduce or translate any documentation related to the Software or Services, except with the prior written consent of Company;

vi. remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Software;

vii. prepare or develop, or allow any third party (including any subsidiary or related corporation of Customer), to prepare or develop derivative works based on the Software or Services;

viii. copy, modify, create a derivative work of, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Software or Services;

ix. have any software or other programs written or developed for Customer or engage or procure other parties to engage in reverse engineering or black-box analysis based on the Software or any confidential information provided to Customer by Company;

x. use (other than expressly permitted by this Agreement), produce, reproduce, publish, modify, alter, distribute, disseminate or commercially exploit the Software or Services; or

xi. hack, compromise or tamper with the security or security features of the Software.

2.3 Customer represents, covenants, and warrants that Customer will use the Software and Services only in compliance with:

i. Company’s standard published policies then in effect;

ii. all notices, guidelines, rules and instructions pertaining to the use of the Software issued by Company to the Customer from time to time; and

iii. all applicable laws and regulations.

2.4 Customer shall ensure that its users of the Services and its information technology, technical and management personnel will be reasonably available as required by Company to assist in addressing and resolving issues arising in connection with the Software, and shall provide all information and assistance reasonably required by Company to perform the Services.

2.5 For the avoidance of doubt, Company will not be responsible for:

i. technical support, maintenance services, and/or any other obligations or services which do not relate to the Services or the Software;

ii. providing any equipment, hardware, software, networks, systems, infrastructure maintenance, management or other services other than the Services (“Customer Systems”);

iii. ensuring and maintaining the security of the Customer Systems, Customer account, passwords (including but not limited to administrative and user passwords) and files; and

iv. any use of the Customer account or the Customer Systems, whether with or without Customer’s knowledge or consent.

All of Section 2.5(i)-(iv) shall be Customer’s responsibility. In addition, Customer shall be solely responsible for procuring all Customer Systems, and for maintaining Customer Systems at the levels of availability and performance required to use the Services and Software. Customer shall comply with and implement any instructions from Company for establishing and maintaining interoperability and connectivity between Customer Systems and the Software.

2.6 Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, costs, charges, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) (“Losses”) in connection with any claim, proceeding or action that arises from or relates to a breach of this Section 2 or otherwise from or to Customer’s use of the Software and/or Services.

2.7 Although Company has no obligation to monitor Customer’s use of the Software and/or Services, Company may do so and may prohibit any use of the Software and/or Services it believes may be (or that are alleged to be) in violation of this Section 2.

3. CONFIDENTIALITY

3.1 In this Agreement, “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 or identified in terms connoting its confidentiality. Confidential Information of 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, including Fees payable. Confidential Information of Customer includes non-public data and Personal Data provided by Customer to Company to enable the provision of the Services (“Customer Data”).

3.2 Each party (the “Receiving Party”) agrees:

i. to take reasonable precautions to protect the Confidential Information of the Disclosing Party; and

ii. not to use the Confidential Information of the Disclosing Party for any purpose other than the performance of this Agreement, and not to disclose such Confidential Information to any third party other than on a need-to-know basis for the purpose of performing this Agreement.

3.3 The restrictions in this Agreement on the use and disclosure of Confidential Information shall not apply to Confidential Information:

i. already known by the Receiving Party without an obligation of confidentiality other than pursuant to this Agreement;

ii. that is now in the public domain or subsequently enters the public domain by publication or otherwise through no breach or fault of the Receiving Party;

iii. lawfully received by the Receiving Party from a third party having an independent right to disclose such information;

iv. independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or

v. required to be disclosed pursuant to a lawful order of a court or government agency, provided the Receiving Party provides the Disclosing Party with written notice of such order prior to disclosure and within such time as to allow the Disclosing Party reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.

3.4 Each party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors and consultants engaged for the purposes of this Agreement, comply with such party’s obligations of confidentiality under this Agreement.

3.5 The parties agree that the restrictions in this Agreement on the use and disclosure of Confidential Information shall not apply with respect to any information after five (5) years following the disclosure thereof by the Disclosing Party to the Receiving Party.

4. DATA PROTECTION

4.1 For the purposes of this Agreement, “PDPA” means the Singapore Personal Data Protection Act 2012, all subsidiary legislation and guidelines issued pursuant thereto, and all equivalent legislation, subsidiary legislation and guidelines 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 that 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 of its obligations under the PDPA. In particular, the parties agree that:

i. each party shall only collect, use, process and/or disclose Personal Data for the purposes for which valid consents have been obtained from the applicable End Users, and for no other purpose;

ii. prior to permitting any End Users to use the Software for the first time and for the first time after any change to Company’s privacy policy has been communicated to Customer, Customer shall convey Company’s prevailing privacy policy clearly to such End Users and obtain valid consents from such End Users for and on behalf of Company, for Company’s collection, use, processing and disclosure of Personal Data for the purposes stated in such privacy policy (the “Permitted Purposes” of Company), including:

a. enabling Company to provide the Software and Services to Customer;

b. enabling Company to provide Services that can be personalized and customized to each End User; and

c. improving and enhancing the Software and Services and other services of the Company, including for development, diagnostic and corrective purposes related thereto.

Company’s prevailing privacy policy is available at https://www.vouch-technologies.com/en/privacy-policy. Company reserves the right to change the privacy policy from time to time.

Should any End User fail to provide such valid consent, Customer shall not permit the End User to use the Software;

iii. in the course of providing the Services, Company will collect, use, process, retain, and disclose Personal Data in its own capacity as the data organisation and for its own use for its Permitted Purposes only;

iv. where Customer is to be provided with a copy of any Personal Data collected in the course of the Company’s provision of the Services, Company collects such Personal Data on Customer’s behalf as data intermediary of Customer, for Customer’s use for its purposes in compliance with valid consents it has obtained from End Users;

v. each party shall establish and comply with its own PDPA-compliant directions, standard operating procedures, and policies in relation to the collection, use, processing and/or disclosure of Personal Data, including procedures for obtaining and recording valid consents and the withholding and revocation of consents from End Users, and where applicable, for the updating of Personal Data by End Users and for the destruction or disposal of Personal Data;

vi. each party shall protect all documents containing Personal Data in its possession or under its control by making reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks; and

vii. each party shall not retain Personal Data for any longer than is necessary for legal or business purposes.

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, whether now existing or created in the future and whether or not registered (“IPR”) subsisting or embodied therein, shall remain vested in and vest in Company absolutely at all times. Nothing in this Agreement grants Customer any right or licence to use, reproduce or adapt any such IPR without the prior written approval of Company.

5.2 All right, title and interest in:

i. all software, inventions and applications developed by the Company in the course of or as a result of providing the Services;

ii. all improvements, enhancements, modifications and changes to the Software and/or the Services (“Improvements”); and

iii. all IPR subsisting or embodied in the foregoing, shall vest in Company absolutely, regardless of whether such software, inventions, applications or Improvements were the result of the Company’s provision of the Services to Customer or arose from or as a result of Customer Data. To the extent that any rights, title or interest in software, inventions, applications or Improvements may become vested in Customer notwithstanding the foregoing, Customer hereby assigns to the Company the said rights, title or interest and agrees to execute all necessary documents to effect such assignment and vest such rights, title or interest in the Company.

5.3 Customer shall own all right, title and interest in and to the Customer Data.

5.4 Notwithstanding anything to the contrary in this Agreement, Company shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services, Software and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the Term) to:

i. use such information and data to improve and enhance the Software and Services and for other development, diagnostic and corrective purposes in connection with the Software, Services and other Company offerings; and

ii. 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 Customer will pay Company the Fees as set out in the Order Form upon receipt of an invoice for the same from Company. If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. References to “Fees” in this Agreement shall include all such additional fees billed by Company to Customer.

6.2 Company reserves the right to change the Fees and/or any applicable charges 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 Customer (which may be sent by email).

6.3 If Customer disputes the whole or any portion of the amount claimed in an invoice issued by Company, Customer shall pay the portion of the amount stated in the invoice which is not in dispute and shall notify Company in writing of its dispute within fifteen (15) days of its receipt of the invoice. Such notification must be directed to Company’s customer support department. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was invoiced, then Customer shall pay the amount finally resolved together with late payment interest on that amount in accordance with the terms of payment set out in this Agreement.

6.4 All invoices shall be paid by Customer within fourteen (14) days of the date of the invoice. All Fees, costs, and other amounts payable by Customer to Company under this Agreement shall be in the currency specified in the Order Form and shall be paid to such bank account as Company may advise from time to time with all bank charges to be borne by Customer, or any other agreed modes of payment.

6.5 All Fees set out in this Agreement are exclusive of taxes, duties and charges imposed or levied in the Territory in connection with the supply of the Services and the licence granted hereunder, which shall be borne by Customer. In the event that any withholding taxes are payable under the laws of the Territory in respect of any payment due to Company under this Agreement, Customer shall gross up such payment such that the balance payable to Company after deduction of the applicable withholding taxes shall be equivalent to the original amount due to Company. The parties shall co-operate to obtain the full benefit of any applicable avoidance of double taxation treaty which may be applicable to such payments.

6.6 All Fees paid by Customer are non-refundable.

6.7 If Customer fails to make full payment of any Fees by their respective due dates:

i. Company reserves the right to withhold the provision of any Services or part thereof, or suspend Customer’s use of or access to the Software, until full payment has been received;

ii. late payment interest calculated at the rate of 1.5% per month, or the maximum rate permitted by applicable law if lower, will be levied on a daily basis on the outstanding amount, calculated from the date payment became due up to the actual date of full payment, plus all expenses of collection; and

iii. Company may issue a written notice to Customer in respect of such outstanding amount, and if Customer fails to pay the amount stated in such notice within thirty (30) days of such notice, Company may terminate this Agreement immediately by written notice to Customer, without prejudice to any other rights or remedies available to Company under this Agreement or at law or in equity.

6.8 Customer agrees and acknowledges that transactions may be made and other actions may be taken by End Users and third parties through or in connection with its End Users’ use of the Software, such as bookings, reservations, and purchases, and Company shall be entitled to receive payment from such third parties arising from such transactions or actions.

7. TERM AND TERMINATION

7.1 Subject to earlier termination as provided below, 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 in the Order Form (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

7.2 In addition to all other rights of termination set out in this Agreement, this Agreement may be terminated:

i. by a party if the other party commits a material breach of any term of this Agreement:

a. forthwith on giving written notice to the other party where the breach is not capable of being remedied; or

b. in the case of a breach capable of remedy, forthwith on giving written notice to the other party after such party shall have failed, within fourteen (14) days after the receipt of a request in writing so to do, to remedy such breach;

ii. by a party forthwith on giving written notice to the other if the other party shall have a receiver and/or manager appointed over it or any part of its undertaking or assets or shall pass a resolution for winding-up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall become subject to a judicial management order or shall enter into any composition or arrangement with its creditors or shall cease or threaten to cease to carry on business; or

iii. by a party forthwith on giving written notice to the other if the other party has distress or execution levied on or against all or any part of its property and such is not satisfied within thirty (30) days from last date of such levy.

7.3 Any expiry or termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

7.4 Upon expiry or termination of this Agreement (howsoever occasioned):

i. Customer must pay in full all Fees for the Services up to and including the last day on which the Services are provided, including all outstanding unpaid invoices;

ii. Customer must immediately return to Company or destroy at Company’s request all materials which contain Company’s Confidential Information and/or Company’s IPR;

iii. Customer must immediately cease use of the Software and Services, Company’s Confidential Information and IPR. Company may immediately disable the Customer’s user account; and

iv. Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, and thereafter delete all stored Customer Data, except as may be required for Company’s legal or business purposes and in accordance with valid consents, and except that Company may choose to retain and use data for any purpose in aggregate or other de-identified form.

7.5 All sections of this Agreement which by their nature should or are expressly stated to survive termination will survive termination, including, without limitation, accrued rights to payment, Sections 5.2 and 5.4, Sections 7.4 and 7.5, Section 8 and Section 9 of this Agreement.

8. NO WARRANTIES

8.1 Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.

8.2 Customer agrees that Services may be temporarily unavailable at any time for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control. In the event of any scheduled service disruption, Company will use reasonable efforts, but shall not be obliged, to provide advance notice in writing.

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, COMPANY EXCLUDES ALL WARRANTIES WHICH MAY OTHERWISE BE IMPLIED WITH RESPECT TO THE SERVICES OR THE SOFTWARE AND CUSTOMER’S AND END-USERS’ USE THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM ERROR, VIRUS OR OTHER MALICIOUS, DESTRUCTIVE, INVASIVE OR CORRUPTING CODE. In addition, Company does not warrant that the Services will be uninterrupted nor does it make any warranty as to the results that may be obtained from use of the Services or Software. The Services and Software are provided “as is”.

9. INDEMNITY & LIMITATION OF LIABILITY

9.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL IN NO EVENT NOR FOR ANY REASON WHATSOEVER BE LIABLE TO CUSTOMER FOR ANY LOSS, DAMAGE OR EXPENSE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE OR ECONOMIC LOSS, OR THIRD PARTY CLAIMS, ARISING FROM OR IN CONNECTION WITH THE SERVICES, THE SOFTWARE AND/OR THIS AGREEMENT, INCLUDING ANY LOSS OR CORRUPTION OF DATA, ANY INTERRUPTION, DELAY, FAILURE OR OTHER TECHNICAL BREAKDOWN OR PROBLEM, OR ANY INABILITY OF END-USERS TO USE THE SOFTWARE.

9.2 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 which may arise in relation to the Services, the Software and/or this Agreement, whether or not Company has been advised of the possibility of such damages.

9.3 Customer agrees and acknowledges that it is fully responsible for understanding how to use and access the Software as permitted under this Agreement. In no event will Company be liable for Customer’s misuse or incorrect use or understanding of the Software or the Services, or misinterpretation or misunderstanding of any instructions or directions of Company.

9.4 In the event that despite the provisions of Section 9.1 to 9.3, Company is held or found to be liable to Customer under or in relation to this Agreement of the performance of the Services hereunder, whether in contract, tort or other cause of action, Company’s liability to Customer shall not exceed in the aggregate for all causes of action one hundred Singapore dollars (SGD 100.00).

9.5 If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense:

i. replace or modify the affected Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality;

ii. obtain for Customer a license to continue using the affected Service; or

iii. if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund of any prepaid, unused Fees for the Service.

9.6 Customer shall fully indemnify and hold harmless Company against any Losses, whether direct or indirect, arising out of a claim by a third party in respect of any Customer Data, including without limitation, any claim that the Customer Data infringes any intellectual or industrial property rights of that third party, or has been collected, used or disclosed in breach of the PDPA, except to the extent that Company has contributed to the Loss in which case Customer’s obligation under this Section 9.6 shall be proportionally reduced.

10. MISCELLANEOUS

10.1 The parties to this Agreement are independent contractors. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent, or employer and employee between the parties, or otherwise entitle a party to bind the other for any purpose.

10.2 This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

10.3 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and any related order form entered into by the parties after the date of this Agreement, the terms of this Agreement shall prevail to the extent of such conflict or inconsistency.

10.4 No variation, amendment or rescission of this Agreement shall bind either party unless made in writing in the English language and signed by both parties.

10.5 No waiver of any rights under this Agreement by a party shall be effective unless made in writing and signed by such party. A party’s failure to exercise or enforce any rights conferred upon it by this Agreement shall not be deemed to be a waiver or variation of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

10.6 No party shall be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event, provided always that whenever possible the affected party will resume that obligation as soon as the factor or event occasioning the failure ceases or abates. For purposes of this Agreement, a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in such party’s country and frustrates the performance of such party’s obligations under this Agreement. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, terrorist acts, government action or regulation, telecommunication or utility failures, fire, natural disasters, epidemic, quarantine restrictions, and general failure of public transport. The party prevented or delayed in the performance of its obligations under this Agreement by a Force Majeure Event shall give written notice thereof to the other party specifying the matters constituting the Force Majeure Event, together with such evidence as it reasonably can give and specifying the period for which it is estimated that such prevention or delay will continue. If the Force Majeure Event shall continue for a period exceeding three (3) months from the date of the aforementioned notice, a party may at any time thereafter terminate this Agreement by written notice to the other party.

10.7 If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, this Agreement shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.

10.8 All notices under this Agreement must be in writing and will be deemed to have been duly given:

i. in the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving party; and

ii. in the case of email, on the date and time of transmission by the mail server operated by the sender and/or its service provider directed to the email address notified by the recipient, unless the sender receives an error message indicating that the email was not successfully sent to the recipient’s mailbox or the mail server operated by the recipient or the recipient’s service provider.

10.9 This Agreement shall be governed and construed in accordance with the laws of Singapore.

10.10 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Section 10.10. A tribunal shall consist of one arbitrator appointed in accordance with such rules. The decision of the tribunal shall be final and binding on both parties. The language of the arbitration shall be English. The parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential. This Section 10.10 shall not prevent any party from applying to court for any interim injunctive or equitable relief, and the parties hereby submit to the jurisdiction of the Singapore courts for this purpose.

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) to enforce any term of this Agreement.

10.12 Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.