ISEMS GLOBAL PTE LTD TERMS OF SERVICE (Version: v1.11.23)
The Terms of Service hereinafter set forth (“the Agreement”) sets out the basis which ISEMS GLOBAL PTE. LTD (hereinafter referred to as “ISEMS GLOBAL”, “We”, “Us”, or “Our” as the context may be) makes our Software System available to You (collectively, “the Parties”).
By using the Software System on your computer or mobile device and/or clicking a box indicating your acceptance, You agree to be bound by the terms of this Agreement.
Certain functionalities, features or services of this Software System will only be accessible on a subscription model basis, and you may need to execute an official quotation and the terms of and conditions of this Agreement shall be incorporated into the quotation. In case of any inconsistency, discrepancy or omission between the terms and conditions of this Agreement and any terms and condition of the quotation, the terms and conditions of the Quotation shall prevail.
We may change this Agreement from time to time by posting amendments at the following URL: https://www.isems.com.sg/service-terms. By You continuing to use the Software System after any such amendment, You agree to be bound by the Agreement as so amended.
If You are entering into this Agreement on behalf of a company and/or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “You” or “Your” shall refer to You, the individual, the entity you represent and its affiliates (and as applicable, Your Users). If You do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and must not use the Software System.
ISEMS Global shall invoice You annually in advance for the fees set forth in Your Subscription Plan as applicable and unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within thirty (30) days of the date of the invoice.
The Subscription Fees in Your Quotation are non-refundable (even in the event of early termination or non-availability of any account or the Software System) and do not include Taxes and You shall bear all taxes and other duties payable in connection with all payment of Fees to ISEMS Global under this Agreement.
Without prejudice to any other rights ISEMS Global may have, if ISEMS Global have not received payment for any overdue invoices, ISEMS Global may charge You interest at the rate of 2% per month or lesser on any overdue sums from the due date until the date of receipt of payment by ISEMS Global (inclusive).
It is a continuing condition of Your use of the Software System that You agree and consent to ISEMS Global, as well as our representatives and/or agents, collecting, using and disclosing and sharing amongst ourselves your personal data, and disclosing such personal data to our authorized service providers and relevant third parties including for the purpose of research and development, in accordance with the terms of our data protection policy as amended from time to time, available at URL https://www.isems-global.com/privacy-policy/ (“Policy”), the terms of which are also incorporated into this Agreement by reference and apply to Your use of the Software System.
You hereby agree and acknowledge that where we process your personal data in connection with the provision of the Software System, we, our representatives and/or agents are data intermediaries within the meaning of the Personal Data Protection Act 2012, unless otherwise agreed in writing between the parties.
If in connection with your use of the Software System, You provide the personal data of any third parties (including any Users of the Software System), you warrant and represent that the said third parties have also consented to the terms of the Policy, and to the collection, use and disclosure of their personal data in accordance with the aforesaid.
You warrant and represent to us that all personal data which is submitted to us by you through your use of the Software System is complete, accurate, true and correct.
ISEMS Global shall in its collection, use, disclosure and/or processing of personal data, for any purposes in connection with this Agreement, adhere to all applicable data protection and privacy laws.
In the event of any actual or suspected unintended breach, ISEMS Global will notify the customers without undue delay, within 24 hours after establishing that the data breach is likely to result in significant harm or impact to the individuals to whom the individual relates, or of a significant scale.
The HeyBuddy mobile app allows Your Users to submit, upload or post information, data, text, photographs, graphics, messages or other materials (“Submitted Content”)
The Software System contains or incorporates third party software or services provided by third parties that may be subject to other agreements.
Subject to due payment of all fees by You to ISEMS Global when the said fees fall due, ISEMS Global shall use its best endeavors to procure continued cooperation with and use of the third party software or third party service including knowledge sharing of standards, policies, quality assurance and testing processes as applicable.
ISEMS Global does not warrant or in any way guarantee that the third party software or services shall work, continue to work or continue to be provided during the subsistence of this Agreement.
For the avoidance of doubt, ISEMS Global does not warrant the non-infringement of third party valid patents or copyrights and You shall at Your own expense, defend or cause to be defended or, at Your option, settle any claim or action brought against You and/or ISEMS Global on the issue of infringement of such copyright or patent by the normal operation possession or use of the Software System.
You agree that all content and information made available and accessible at any time on the Software System are of a general nature and do not purport, and shall not in any way be understood as constituting an offer or provision of any inducement, invitation or recommendation relating to any third party software (integrated in the Software System or otherwise), products, services or investments nor constitute investment, financial, legal or tax advice or recommendation.
ISEMS Global shall indemnify You for the direct physical injury or death caused solely either by defects in any of the Software System and shall indemnify You for direct damage to property caused solely by defects of the Software.
You shall be liable for, and indemnify ISEMS Global against, any damage, expense, liability, loss, claim or proceedings in respect of damage to any property, real or personal, including by third parties, arising out of or in the course of or by reason of the carrying out of the use of the Software System which is caused by any act, omission or breach of this Agreement by You and/or Your Affiliates, Users, servants or agents.
The obligation to provide indemnification under this Agreement shall be contingent upon the party seeking indemnification (i) providing the indemnifying party with prompt written notice within fourteen (14) days of any claim for which indemnification is sought; (ii) allowing the indemnifying party to control the defence and settlement or such claim, provided however that the indemnifying party agrees not to enter into any settlement or compromise or any claim or action in a manner that admits fault or imposes restrictions or obligations on an indemnified party without that indemnified party’s prior written consent which will not be unreasonably withheld, and (iii) cooperating fully with the indemnifying party in connection with such defence and settlement.
This clause shall henceforth survive the termination and/or expiration of the Agreement.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
General Warranties of Both Parties
Compliance with Laws. Each Party shall at all times comply with all applicable laws, rules and regulations in the performance of this Agreement.
Existence. Each Party is duly organised and existing and is in good standing and is qualified to do business under the laws of Singapore, and each Party possess any and all licenses and/or governmental approvals required to perform the obligations contemplated by this Agreement.
Duly Authorised. Each Party’s execution, delivery and performance of this Agreement has been duly authorised by all appropriate corporation action and this Agreement constitutes a valid, binding and enforceable obligation.
No Conflict. Neither the execution, delivery nor performance of this Agreement will conflict with or violate any other agreement, license, contract, instrument or other commitment or arrangement to which either party is a party or is bound.
Compliance with Laws and Regulations. Each Party shall perform its obligations hereunder in accordance with all applicable laws and regulations, and shall be responsible for obtaining all licenses, authorisations, permits and the like required by applicable laws and regulations, and any fees, costs or expenses incurred by such Party shall be borne solely by such Party. Each Party shall be solely responsible for any fines and penalties imposed on it or the other Party resulting from such Party’s failure to comply with such applicable laws and regulations.
You are aware of the Minimum Hardware & Software System Requirements and You undertake to hold ISEMS Global blameless and indemnify ISEMS Global against any loss or damage arising from or in connection with any Software System failure arising from or in connection with any User of the Software System not meeting the Minimum Hardware & Software System Requirements in the use of the Software and Services.
Notwithstanding such term or provision to the contrary, the Software is designed for standard commercial use and not intended to be installed or used in hazardous or life-threatening environments or for potentially life-endangering applications. You undertake not to use, supply or sub-license the Software for any of the aforesaid purposes.
If You breach or otherwise materially fail to ensure that You provide the aforesaid such undertakings, You shall hold ISEMS Global harmless and indemnify ISEMS Global from all losses, damage, fines payable, or costs in connection with or arising thereto.
Term of Agreement. Agreement commences on the date you first accept it and continues until all Subscription(s) hereunder have expired or have been terminated.
The subscription for use of the Software System by You shall begin and be for a period of 1 year (12 months) or 2 years (24 months) (the “Initial Term”) and shall be automatically renewed for an equivalent term or for a period otherwise agreed to (each a “Renewal Term”) unless either Party provides the other Party with written notice of non-renewal at least one hundred eighty (180) days prior to the end of the Initial Term of any Renewal Term.
Each Party agrees to commence good faith negotiations on changes to the terms at least 90 days prior to the expiration of the Initial Term and any Renewal Term unless otherwise agreed to by the Parties.
Any termination of this Agreement under this clause will be without prejudice to any other rights or remedies of wither Party under this Agreement or at law and will not affect any accrued rights of liabilities of either party at the date of termination.
Upon termination of this Agreement, all unpaid fees from You to ISEMS Global shall be immediately due and payable and there shall be no refund of fees for such unused subscription period.
Unless otherwise provided for in this Agreement and contrary to the terms set out below, upon termination of this Agreement for any reason, Parties shall cease immediately to promote, market or advertise the other Party’s products or to make any use of the other Party’s trade marks, trade names, or in any way use or exploit the intellectual property rights of the other party, and at Your choice either (i) delete them from all Your equipment and storage media and certify to ISEMS Global in writing that You have done so; or (ii) return these items to ISEMS Global.
Upon request by You, upon termination or expiry of this Agreement, we will make your Data, in our possession and not legally prohibited available to You for export or download. After termination or expiry of this Agreement, we will have no obligation to maintain or provide any of Your Data in excess of the days that Your Subscription Plan requires us to, and we may thereafter delete or destroy all copies of Your Data in our systems.
The obligations of the Parties under this Agreement, which by their nature would continue beyond the termination, cancellation, or expiration of this Agreement, shall survive termination, cancellation, or expiration of this Agreement.
You hereby grant to ISEMS Global a non-exclusive, perpetual, sublicensable, royalty-free license to use, display and reproduce your trade name(s), corporate mark(s) and logo(s) to identify You as a customer of ISEMS Global in connection with corporate publicity or marketing purposes.
Neither Party shall be deemed to be in breach of this agreement or otherwise liable to the other Party for any delay in performance or any non-performance of any obligations under this Agreement if and to the extent that the delay or non-performance is due to an event or circumstance beyond the reasonable control of that Party (including but not limited to acts of God, strikes, lock outs, accidents, war and fire) and the time for performance shall be extended accordingly.
Except as otherwise expressly provided in this Agreement or in the Schedule(s), in the event of any conflict between this Agreement and the Schedule(s) annexed hereto, the provisions of this Agreement shall prevail.
The Parties understand and agree that nothing in this Agreement or the provision of any services to either Party hereunder shall be construed to constitute or confer any relationship of agency between the Parties hereto, and neither Party shall have the power or authority to bind the other Party.
Any notice, demand or other communication given or made under or in connection with the matters contemplated by this Agreement shall be in writing and shall be delivered by hand to the registered address of the Parties or by electronic mail to the electronic mail address provided by the parties.
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Each Party may enter into this Licensing Agreement by executing any such counterpart.
Neither party shall assign this Agreement or any of its rights or obligations hereunder to the third party without the prior written consent of the other party. Any assignment as to which such prior written consent is not given to the other party shall be void, except an assignment pursuant to consolidation or merger.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.
No failure on the part of each Party to exercise, and no delay on its part in exercising, any right of remedy under this Agreement, shall operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise).
Any provision or breach of any provision of this Agreement may be waived only if the relevant Party so agrees in writing. Any waiver or consent given by the relevant Party under any provision of this Agreement must also be in writing. Any such waiver or consent may be given subject to any conditions thought fit by that Party and shall be effective only in the instance and for the purpose for which it is given.
In case any provision of this Agreement shall be, or at any time shall become invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not in any way affect or impart any other provision of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision has never been contained herein.
Unless expressly provided to the contrary in this Licensing Agreement, a person who is not a Party herein has no right under the Contracts (Rights of Third Parties) Act 2001, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
No modification or variation of this Agreement shall be effective unless made in writing and agreed by Parties. Unless expressly agreed, no modification or variation shall constitute a general waiver of any of the provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have been accrued up to the date of the modification or variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent they are so modified or varied.
The Parties agree that any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination (“Dispute”), shall first be mediated in the Singapore Mediation Centre, thereafter be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause, for which You shall bear all legal costs on a solicitor client basis.
The Tribunal shall consist of three (3) arbitrators appointed in accordance with the SIAC Rules.
The language of the arbitration shall be English.
The seat of arbitration shall be Singapore.