TERMS OF SERVICE 

Effective date: 6 November 2019

GENERAL TERMS

Your use of the DealTrack Services is governed by this agreement (the “Terms”). The “Company” means DMS Technologies Pte. Ltd., and its subsidiaries and Affiliates (as defined below) involved in providing the DealTrack Services. 

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, AND/OR OTHERWISE USING THE DEALTRACK SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE DEALTRACK SERVICES. IF YOU DO NOT WANT TO CONCLUDE THIS AGREEMENT, DO NOT CLICK “ACCEPT”, “LOG IN” OR “REGISTER” AND DO NOT ACCESS, GIVE YOUR INFORMATION, OR OTHERWISE USE THE SERVICE.

You agree that your purchase of DealTrack Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by the Company or any of its Affiliates regarding future functionality or features.

For the convenience of wording in this Terms, the Company and/or DealTrack are referred to collectively as “Provider”. All natural persons or other subjects who use DealTrack Services shall be “Customers”. The Provider and Customer are collectively referred to as “Parties”, and individually as “a Party”.

 

  1. DEFINITIONS

    1. Except to the extent expressly provided otherwise, in these Terms:

      Account“ means an account enabling a person to access and use the DealTrack Services, including both administrator accounts and user accounts.

      Affiliate“ means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.

      Control” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 

      Authorisation” the set of rights and privileges on the Platform assigned to a User by a Customer.

      Business Day” shall mean a day on which scheduled commercial banks are open for business in Singapore.

      Business Hours“ means the hours of 09:00 to 18:00 SGT (GMT +8) on a Business Day.

      Charges“ means the following amounts:

      1. the amounts specified in Schedule 1 (DealTrack Services particulars); or

      2. such amounts as may be agreed in writing by the parties from time to time. 

      Customer Data” means the files and any other digital data and information, which is subjected to the DealTrack Services or otherwise inserted to the System by the Customer.

      Content” means any data and information available through DealTrack Services or contained within the structure of the System, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials, and any comments.

      Customer Confidential Information” means:

      1. any information disclosed by or on behalf of the Customer to the Provider any time before the termination of these Terms (whether disclosed in writing, orally or otherwise) that at the time of disclosure:

        1. was marked as “confidential”; or

        2. should have been reasonably understood by the Provider to be confidential.

      2. 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 DealTrack Services by the Customer.

      DealTrack Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the DealTrack Services.

      DealTrack Services” means the Web Site, System, Content, Platform and all content, services and/or products available on or through the Platform.

      Documentation” means the documentation for the DealTrack Services produced by the Provider and delivered or made available by the Provider to the Customer.

      Fee” means the payment for using the activated Account or providing deliverables.

      Files” means the documents of any kind (images, spreadsheets, text files, etc.) that are inserted to the System by the Customer.

      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, explosions, fires, floods, riots, terrorist attacks and wars).

      DealTrack Services” means the services that are provided and hosted on [dealtrack.io] as more particularly set out in Schedule 1.

      DealTrack Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organisation, compilation of the content, code, data, and all other elements of the DealTrack Services.

      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, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs).

      Maintenance Services” means the general maintenance of the Platform and DealTrack Services, and the application of Updates and Upgrades.

      Permitted Purpose” means the use of the services provided by dealtrack.io only.

      Personal Data” has the meaning given to it in the Personal Data Protection Act 2012.

      Plan” means various criteria related to the use and functionality of the DealTrack Services and on which the Fee is based.

      Platform” means the platform managed by the Provider and used by the Provider to provide the DealTrack Services, including the application and database software for the DealTrack Services, the system and server software used to provide the DealTrack Services, and the computer hardware on which that application, database, system and server software is installed.

      Schedule” means any schedule attached to the main body of this Agreement.

      Support Services” means support in relation to the use of, and the identification and resolution of errors in, the DealTrack Services, but shall not include the provision of training services.

      Supported Web Browser” means the current release from time to time of Google Chrome, Apple Safari, Mozilla Firefox, or Internet Explorer that the Provider agrees in writing shall be supported.

      System” means the integrated cloud computing solution for providing the DealTrack Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith.

      Term” means the term of this Agreement, commencing in accordance with Clause 2.1.

      Terms” means these terms including any amendments to these Terms from time to time.

      Update” means a hotfix, patch or minor version update to any Platform software; and

      Upgrade” means a major version upgrade of any Platform software.

      User” means a natural person granted with the Authorisation to use the Account on behalf of a Customer.

      Web Site” means the compilation of all web documents (including images, php and html files) made available via app.dealtrack.io or its sub domains or domains with identical names under other top domains and owned by Provider.

       

  2. TERMS

    1. These Terms shall continue in force indefinitely, subject to termination in accordance with Clause 16.

     

  3. USAGE OF DEALTRACK SERVICES

    1. DealTrack Services

      1. The Provider shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following their signing up to the Website.

      2. The Provider hereby grants to the Customer limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the DealTrack Services by means of a Supported Web Browser for the internal business purposes of the Customer during the Term. DealTrack grants no other rights, implied or otherwise.

      3. The licence granted by the Provider to the Customer under Clause 3.2 to use the DealTrack Services may only be used by the officers, employees, agents and subcontractors of the Customer.

      4. The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the DealTrack Services using an administrator Account.

      5. The Provider shall use reasonable endeavours to maintain the availability of the DealTrack Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the DealTrack Services, but does not guarantee 100% availability.

    2. Establishing a Customer Account

      1. Certain features, functions, parts, or elements of the DealTrack Services can be used or accessed only by holders of an Account. If several persons need to use an Account on behalf of Customer, Customer must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

      2. If Customer has designated Users and granted them Authorisation, such Users will be deemed to be authorised to act on behalf of Customer when using the Account. Provider is not responsible for and shall have no liability for verifying the validity of Authorisation of any User. However, Provider may, in its discretion, request additional information or proof of the person’s credentials. If Provider is not certain if a User has been granted Authorisation, Provider may, in its sole discretion, prevent such User from accessing the DealTrack Services.

      3. The Customer and any User associated with an Account must provide Provider with true, accurate, current, and complete information about the Customer, Users or Account and keep it up to date.

    3. Logging into an Account

      1. Provider shall provide Customer with a username and password (“Login Credentials”) to be used to log in to its Account unless the Customer uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. 

      2. If Customer has designated several Users, each User will be provided with separate Login Credentials. Customer and each User are responsible for keeping confidential all login credentials associated with an Account. Customer must promptly notify Provider:

        1. of any disclosure, loss or unauthorised use of any Login Credentials;

        2. of a User’s departure from the Customer’s organisation;

        3. of a change in a User’s role in the Customer’s organisation;

        4. of any termination of a User’s right for any reason.

    4. The Customer must not use the DealTrack Services in any way that causes, or may cause, damage to the DealTrack Services or Platform or impairment of the availability or accessibility of the DealTrack Services.

    5. The Customer must not use the DealTrack Services:

      1. in any way that is unlawful, illegal, fraudulent or harmful; 

      2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

      3. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer, or decompile the DealTrack Services or any part or element thereof, or attempt to extract the source code thereof; or

      4. use the DealTrack Services or any part or element thereof unless it has agreed to these Terms.

    6. The Provider does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any content or communications posted via the services or endorse any opinions expressed via the services provided. The Customer understands that by using the DealTrack Services, the Customer may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabelled or are otherwise deceptive. Under no circumstances will the Provider be liable in any way for any content including, but not limited to, any errors or omissions in any content posted, emailed, transmitted or otherwise made available via the services or broadcast elsewhere.

    7. 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.

    8. The Provider may suspend the provision of the DealTrack Services if any amount due to be paid by the Customer to the Provider under these Terms is overdue, and the Provider has given to the Customer at least 30 (thirty) days' written notice, following the amount becoming overdue, of its intention to suspend the DealTrack Services on this basis.

     

  4. RESPONSIBILITIES OF THE PROVIDER

    1. Provision of DealTrack Services

      1. Provider will: (a) make the DealTrack Services, Content and Customer Data available to a Customer pursuant to these terms; (b) provide applicable standard support for the DealTrack Services to the Customer as set out in Clause 4.2 below; (c) use commercially reasonable efforts to make the DealTrack Services available 24 (twenty four) hours a day, 7 (seven) days a week, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Provider’s reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, acts of terror, strike or other labour problem, Internet service provider failure or delay, changes in the policies/licensing terms or third party data sources, or denial of service attack.

      2. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of these Terms:

        1. Force Majeure Event;

        2. a fault or failure of the internet or any public telecommunications network;

        3. a fault or failure of the Customer's computer systems or networks;

        4. any breach by the Customer of this Agreement; or

        5. scheduled maintenance carried out in accordance with these Terms.

    2. Support Services

      1. The Provider shall provide the Support Services to the Customer during the Term.

      2. The Provider shall provide the Support Services with reasonable skill and care.

      3. The Provider shall respond promptly to all requests for Support Services made by the Customer.

    3. Protection of Customer Data

      1. Provider uses Amazon Web Services as a processor. The Provider will inform the Customer of changes in such processors in accordance with the procedure of modifying these Terms.

      2. Provider will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Customer Data by Provider personnel except: 

        1. to provide the DealTrack Services and prevent or address service or technical problems;

        2. as compelled by law in accordance with Clause 5.6 (Compelled Disclosure) below; or 

        3. as a Customer or User expressly permit in writing.

    4. Maintenance

      1. DealTrack may, in its sole discretion, provide, and these Terms applies to, any and all updates, features, new versions, or other functionality, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the DealTrack Services (collectively, the “Updates”). 

      2. Such Updates provided to the Customer may be subject to any additional terms as presented by DealTrack, including, if applicable, additional fees. The Customer hereby authorises DealTrack to, and agree that DealTrack may, automatically and in good faith transmit, access, install, and otherwise provide Updates without further notice or need for the Customer’s prior consent when such Updates are provided to the Customer free of charge. 

      3. DealTrack has no obligation to, and nothing in these Terms may be construed to require DealTrack to, create, provide, or install Updates. DealTrack will, however, use its reasonable efforts to provide the Customer with information about the Updates before, if the Updates need changes to the Customer’s equipment or software.

      4. In the event of an error, or other problem arising with the DealTrack Services, the Customer shall inform DealTrack, and upon request, demonstrate, how the error occurs (if possible) as guided by DealTrack and give DealTrack access to the Customer’s and/or User’s hardware, software, data and other systems if requested by DealTrack (if necessary). DealTrack will make reasonable efforts in accordance with DealTrack’s each time applicable correction policy to correct without undue delay reported errors in the Deal Track Service. Correction of an error in the DealTrack Service may also take place by providing a work-around or by providing Customer with written instructions to bypass the error, or by providing the Update(s) or correction patch in which the error is corrected or bypassed. However, if the error or malfunction cannot be reproduced or where it is not reasonably practical to remedy the reported error or malfunction, DealTrack will provide the Customer with its best recommendations or an explanation, and the parties will convene to agree on closing of the issue. The Customer accepts that not all errors or malfunctions are necessarily capable of correction or rectification.

      5. DealTrack shall have the right to suspend delivery of the DealTrack Service for a reasonable duration, if this is necessary to perform installation of Updates or other maintenance work in respect of the DealTrack Services or web server(s) and such installation of Updates or other maintenance work cannot be performed at a reasonable cost without suspension of the DealTrack Services. If DealTrack suspends the DealTrack Services for a reason specified in this Clause 4.4 and the expected suspension is longer than 4 (four) hours, DealTrack shall (i) inform the Customer of the suspension of the DealTrack Services and the duration of the suspension in good time in advance and (ii) strive to minimise any inconvenience resulting from the suspension. 

      6. DealTrack shall have the right to suspend delivery of DealTrack Services due to installation of Updates or other maintenance work of general data network or due to severe data security risk to the DealTrack Services or if required by law or regulation by authorities. If DealTrack suspends the DealTrack Services for a reason specified in this Clause, it shall inform the Customer of the suspension and the duration of the suspension in advance or, if this is not reasonably possible, without delay after DealTrack has learned of such matter.

      7. DealTrack shall have the right to deny the Customer’s access to the DealTrack Services, if DealTrack reasonably suspects that the Customer burden or use the DealTrack Services in such a manner as to jeopardise the delivery of the DealTrack Services to other users. DealTrack shall without undue delay inform the Customer of the reasons for such denial. If the Customer demonstrates that the Customer has used the DealTrack Services in conformity with these Terms, DealTrack shall return the Customer’s access to the DealTrack Services and DealTrack does not have any further liability against the Customer.

    5. Third party data & integrations.

      The Service may include links and integrations to third party web sites and data sourced (the “Third-Party Sites” or “Third Party Data Sources”). DealTrack shall not be responsible for and does not endorse any advertising, products, or other materials on or available from such Third-Party Sites. If the Customer decides to leave DealTrack and access the Third-Party Sites, the Customer does it at the Customer’s own risk and the Customer has to review and accept the terms of such Third-Party Sites or Third Party Content.

  5. CUSTOMER DATA

    1. The Customer hereby grants to the Provider a non-exclusive licence to 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 these Terms, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under these Terms.

    2. Once an account has been created, the Customer will be able to modify their data at any time. The Customer can do this by logging into their account and modifying their profile. The Customer can un-register at any time and thereby delete their account and all related registered information, however, the data may be kept in an archive for an additional period of up to 30 (thirty) days to allow the recovery of mistakenly deleted accounts and request that accounts are deleted or made invisible to other users.

    3. Uploading Customer Data to Platform.

      1. If the Customer uploads Customer Data to the Platform, such Customer Data and any processing of such Customer Data must comply with these Terms and applicable law. When uploaded by the Customer or User(s), the rights, title and interest in and to the Customer Data belong to the Customer or User(s). By uploading Customer Data to the Platform, Customer authorises Provider to process the Customer Data. The Customer is responsible for ensuring that:

        1. the Customer and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Customer Data that violates the terms of these Terms, the rights of Provider, other Customers or Users, persons or Organisations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;

        2. the Customer and all of the Users associated with the Account have the necessary rights to use the Customer Data, including to insert it into the Platform and process it by means of the Account.

    4. No Guarantee of Accuracy

      Provider does not guarantee any accuracy with respect to any information contained in any Customer Data. The Customer understands that all information contained in Customer Data is the sole responsibility of the person from whom such Customer Data originated. The Customer, and not Provider, is entirely responsible for all Customer Data that is uploaded, posted, transmitted, or otherwise made available through the DealTrack Services, as well as for any actions taken by the Provider or other Customers or Users because of such Customer Data.

    5. Unlawful Customer Data

      1. Provider does not pre-screen, monitor, or filter any Customer Data or acts of its processing by the Customer to discover any unlawful nature therein. However, if such unlawful Customer Data or the action of its unlawful processing is brought to the attention of Provider or if there is reason to believe that certain Customer Data is unlawful, Provider has the right to:

        1. notify the Customer of such unlawful Customer Data;

        2. deny its publication on the Web Site or its insertion to the System;

        3. demand that the Customer bring the unlawful Customer Data into compliance with these Terms and applicable law;

        4. temporarily or permanently remove the unlawful Customer Data from the Web Site or Account, restrict access to it or delete it.

      2. If Provider is presented convincing evidence that the Customer Data is lawful, Provider may, at its sole discretion, restore such Customer Data, which was removed from the Web Site or Account or access to which is restricted.

      3. In addition, in the event Provider believes in its sole discretion Customer Data violates applicable laws, rules or regulations or these Terms, Provider may (but has no obligation), to remove such Customer Data at any time with or without notice.

    6. Compelled Disclosure

      Provider may disclose a Customer’s confidential information to the extent compelled by law, statutory regulations, or by order of court to do so. In such instance, Provider will use commercially reasonable efforts to provide Customer with prior notice of the compelled disclosure (to the extent legally permitted) and the Customer shall provide reasonable assistance, at its cost, if Customer wishes to contest the disclosure. If law compels Provider to disclose Customer’s confidential information as part of a civil proceeding to which Provider is a party, and Customer is not contesting the disclosure, Customer will reimburse Provider for its reasonable cost of compiling and providing secure access to that confidential information.

    7. Aggregate Data

      Provider may monitor use of the DealTrack Services and gather usage data in an aggregate and anonymous manner. Customer agrees that Provider may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

     

  6. MARKETING

    1. By using the Web Site the Customer gives the Provider the right to contact the Customer’s registered businesses for the purposes of marketing the Web Site.

       

  7. INTELLECTUAL PROPERTY RIGHTS

    1. Nothing in these Terms shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

    2. DealTrack’s Intellectual Property Rights in the DealTrack Services 

      1. The DealTrack Services, DealTrack Materials, DealTrack trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by the Provider and its third-party vendors and hosting partners. DealTrack Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. The Provider and its Affiliates retains all right, title and interest in such DealTrack Services, DealTrack Materials, DealTrack trade names and trademarks, and any parts or elements. The Customer’s use of the DealTrack Services and DealTrack Materials, and any parts or elements does not grant to the Customer any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the DealTrack Materials is strictly prohibited unless the Customer has received the express prior written permission from the Provider. Provider reserves all rights to the DealTrack Services, DealTrack Materials and DealTrack trade names and trademarks not expressly granted in the Terms.

      2. Provider respects the Customer’s right to exclusive ownership of its Customer Data. Provider may use Customer Data in an aggregated or anonymised format for research, product development, educational, marketing, and other similar purposes. The Provider may not otherwise use or display Customer Data without Customer’s written consent. Customer expressly grants Provider the right to use and analyse aggregate system activity data associated with the use of the DealTrack Services by Customer and its Users for the purposes of optimising, improving, or enhancing the way the DealTrack Services operate, and to create new features and functionality in connection with the DealTrack Services in the sole discretion of Provider.

       

  8. CHARGES

    1. The Customer shall pay the Charges to the Provider in accordance with these Terms.

    2. Charges appearing in any of the Company’s price lists shall not bind the Company until the order placed by the Customer has been accepted by the Company at the price stated therein or as may otherwise be agreed between the Company and the Customer. 

    3. All Charges are subject to change without notice except that charges will remain firm for orders already placed and accepted by the Company. 

    4. In this paragraph “GST” means goods and services tax or similar value added tax levied or imposed by Singapore by law on a supply of goods or services. The consideration for any supply under or in connection with these terms and conditions does not include GST. To the extent that any supply made under or in connection with these terms and conditions is a taxable supply, the recipient of that supply must, at the same time as payment is required to be made for the supply, pay to the supplier an additional amount equal to the GST payable on that supply. The party which makes the supply must provide to the recipient of that supply a GST tax invoice as required by applicable legislation. 

    5. Charges quoted by the Company are exclusive of all taxes, duties and other government charges. Any such taxes, duties or charges which are applicable to an order shall be calculated by the Company, added to the invoiced amount and shall be payable by the Customer.

    6. Any discounts, settlement allowances or other rebates must be specifically agreed to by the Company to be valid and effective. 

     

  9. PROVIDER'S CONFIDENTIALITY OBLIGATIONS

    1. The Provider must:

      1. keep the Customer Confidential Information strictly confidential;

      2. not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality;

      3. use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

      4. act in good faith at all times in relation to the Customer Confidential Information.

    2. Notwithstanding Clause 9.1, 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 Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

    3. This Clause 9 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

      1. is known to the Provider before disclosure under these Terms and is not subject to any other obligation of confidentiality;

      2. is or becomes publicly known through no act or default of the Provider; or

      3. 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.

    4. The restrictions in this Clause 8 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.

    5. The provisions of this Clause 9 shall continue in force for a period of 2 (two) years following the termination of these Terms, at the end of which period they will cease to have effect.

     

  10. ELECTRONIC TRANSMISSION, STORAGE AND PRESENTATION OF DATA

    1. Where Customer provides any personal data (as defined in the Personal Data Protection Act 2012 of Singapore (the “PDPA”)) to the Provider, the Customer represents and warrants that the Customer’s provision of such personal data is in compliance with the provisions of the PDPA with respect to the Customer’s collection, use and disclosure of such personal data. Further, the Customer releases and indemnities fully the Provider and its officers, employees and agents from and against all liability arising from any breach of the PDPA by the Provider in connection with the provision of services by the Provider to the Customer in accordance with the instructions or requests of the Customer. 

    2. Where Customer Data is transmitted or displayed electronically in connection with the supply by the Provider to the Customer of the DealTrack Services, the Customer agrees to release the Provider and its officers, employees and agents from and against all liability arising from: 

      1. any unauthorised copying, recording, reading or interference with the Customer Data; 

      2. any delay or non-delivery of any Customer Data; 

      3. any damage caused to its system or any files by transmitted Customer Data (including by any computer virus); and 

      4. the Customer Data, or the manner in which it is presented, being incomplete, inaccurate, or misleading, except to the extent that any of the matters outlined in Clauses 10.2.1 to 10.2.4 arise because of the willful misconduct or negligent acts or omissions of the Provider, its officers, employees and/or agents. 

    3. The Customer acknowledges that: the Provider does not and cannot control the flow of data to and from the Provider's System as such flow depends on the performance of computer hardware, internet services, hosting facilities and software provided or controlled by third parties, public internet infrastructure, and on other events beyond the reasonable control of the Provider; 

      1. the Provider may engage the services of third party service providers who may be located within and/or outside of Singapore to undertake processing and/or to store Customer Data; 

      2. the action or inaction of third parties, hardware, software and power system problems with the public internet infrastructure or the Customer's and/or the Provider's computing equipment, or other events beyond the reasonable control of the Provider can impair or disrupt the Customer's connection to the Provider's systems;

      3. the transmission of data to and from the Provider's systems, or the display by the Provider of any such data is subject to human and machine error, omission, delay and loss (including but not limited to viruses or inadvertent loss of data) that may give rise to loss or damage; and 

      4. the Provider will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its negligence or willful misconduct or the negligence or willful misconduct of the Provider’s third party service providers engaged by the Provider to provide services to the Customer (and subject then to all other limitations in these terms and conditions); 

      5. to the maximum extent possible, installation of services, applications and security updates to the Provider’s systems will be performed between Monday to Friday from 19:00 PM GMT +8 hours to 00:00 AM GMT +8 hours (whenever required and/or necessary), and Services to the Provider’s systems may not be available during the Provider’s Scheduled Maintenance Period. 

    4. The Provider warrants that it uses industry standard measures to protect the information that is provided by the Customer for storage on the systems operated or controlled by the Provider from unauthorised use or access. 

     

  11. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS

    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, the Provider gives no warranty or representation that the DealTrack Services will be wholly free from defects, errors and bugs.

    2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms, the Provider gives no warranty or representation that the DealTrack Services will be entirely secure.

    3. The Customer acknowledges that the DealTrack Services are designed to be compatible only with that software and those systems; and the Provider does not warrant or represent that the DealTrack Services will be compatible with any other software or systems.

    4. The Customer acknowledges that the Provider will not provide any legal, financial, accountancy or taxation advice under these Terms or in relation to the DealTrack Services; and, except to the extent expressly provided otherwise in these Terms, the Provider does not warrant or represent that the DealTrack Services or the use of the DealTrack Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

     

  12. LIMITATIONS AND EXCLUSIONS OF LIABILITY

    1. Nothing in these Terms will:

      1. limit or exclude any liability for death or personal injury resulting from negligence;

      2. limit or exclude any liability for fraud or fraudulent misrepresentation;

      3. limit any liabilities in any way that is not permitted under applicable law; or

      4. exclude any liabilities that may not be excluded under applicable law.

    2. The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms:

      1. are subject to Clause 12.1; and

      2. govern all liabilities arising under the Terms or relating to the subject matter of the Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in the Terms.

    3. Provider shall not be liable to the Customer or User for any consequences resulting from:

      1. any modifications in these Terms, calculation and rates of the Charges, the DealTrack Services, DealTrack Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the DealTrack Services or DealTrack Material;

      2. deletion of, corruption of, or failure to store any Customer Data;

      3. use of Customer Data by the Customer or any of the Users associated with the Account;

      4. upgrading or downgrading the current Plan;

      5. any disclosure, loss or unauthorised use of the login credentials of Customer or any authorised User due to Customer’s failure to keep them confidential;

      6. the Customer’s use of the Account or the DealTrack Services by means of browsers other than those accepted or supported by the Provider;

      7. the application of any remedies against the Customer or authorised Users by the Provider, for example if the Customer or User has committed a crime or conducted a breach of applicable law by using the DealTrack Services or any part or element thereof;

      8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the DealTrack Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; and

      9. the Provider’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

    4. In addition, Provider and its affiliates shall not be liable to the Customer for any claim by any User, person, or third persons against the Customer arising out of the Customer’s failure to:

      1. provide Provider with accurate information about the Customer, Users, or Account;

      2. notify Provider of any reasons due to which a User does not have the right to use the Account on behalf of the Customer;

      3. provide any Products which it has agreed to provide to such a person (whether such failure arises because of Provider’s negligence, breach of these Terms or otherwise);

      4. ensure the lawfulness of the Customer Data;

      5. obtain the necessary rights to use the Customer Data; and

      6. abide by any of the restrictions described in these Terms.

    5. Limitation of Liability

      IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DEALTRACK AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE DEALTRACK SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “CHARGES” SECTION ABOVE.

    6. Exclusion of Consequential and Related Damages

      IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

       

  13. FORCE MAJEURE EVENT

    1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under these Terms (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

    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 these Terms, must:

      1. promptly notify the other; and

      2. inform the other of the period for which it is estimated that such failure or delay will continue.

    3. A party whose performance of its obligations under these Terms is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

     

  14. GENERAL

    1. No breach of any provision of the Terms shall be waived except with the express written consent of the party not in breach.

    2. If any provision of the Terms is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of the Terms 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).

    3. The Terms are made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Terms are not subject to the consent of any third party.

    4. The Terms shall constitute the entire Terms between the parties in relation to the subject matter of this Terms, and shall supersede all previous Terms, arrangements and understandings between the parties in respect of that subject matter.

    5. The Terms shall be governed by and construed in accordance with Singapore law.

    6. The courts of Singapore shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Terms.

     

  15. MODIFICATION TO TERMS

    1. Provider reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the DealTrack Services. Please check these Terms periodically for changes. The Customer’s continued use of the DealTrack Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the DealTrack Services, or (ii) 30 (thirty) days from the posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and the Provider will be governed by the Terms in effect at the time such dispute arose.

       

  16. TERMINATION

    1. Unless otherwise agreed in writing, the Terms shall remain in force for a period of 1 (one) year (the “Term”) and thereafter will automatically renew for consecutive periods of one year at a time unless terminated by either Party by written notice given not less than 3 (three) months before the date of expiry.

    2. If the fulfilment of a Party’s obligations under these Terms is delayed for more than 2 (two) months due to a Force Majeure, either Party shall have the right to terminate the Agreement to the extent it is reasonable by written notice to the other Party thereof without either Party having the right to claim damages for such termination.

    3. Either Party shall also have the right to terminate these Terms without penalty by giving “14 (fourteen) days” prior written notice to the other Party if: 

      1. any step is taken (without limitation a resolution passed or proposed in a notice of meeting) for: 

        1. the winding up, dissolution or administration of the ; or 

        2. the other Party enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them, except for the purposes of a solvent reconstruction or amalgamation; 

      2. a receiver, receiver and manager or other controller, administrator or similar officer is appointed with respect to or takes control of the other Party or any of its assets and undertakings; or

      3. the other Party breaches these Terms and has not remedied that breach within 14 (fourteen) days after receipt of a notice of breach from the Company detailing the breach. 

    4. DealTrack may also suspend its performance under these Terms or terminate these Terms without any liability, if any Customer payment of Charges under these Terms is more than 14 (fourteen) days past the due date for payment until Customer has paid all amounts due to DealTrack.

    5. In no event shall DealTrack be obligated to pay to the Customer on expiration, cancellation, or termination of these Terms any compensation, indemnification, termination payments or other like payments, and the Customer forever waives any claims or rights, which it may have under law for any of these payments or like amounts.

    6. Upon termination of these Terms, Provider shall deactivate and permanently delete the Account within 6 (six) months of the effective date of termination of these Terms. If the Customer has specifically requested for an earlier deletion of the Account, Provider shall fulfill such request within 1 (one) month of its receipt of such request.

    7. Upon termination of these Terms, Customer shall pay any amounts owed to Provider under these Terms; and discharge any liability incurred by the Customer before under these Terms prior to their termination; 

    8. If Provider terminates these Terms because of an uncured breach by a Customer or User, Provider is entitled to use the same or similar remedies against any other persons who use the DealTrack Services in conflict with these Terms. Notwithstanding the foregoing, Provider may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Customer or User may lose Access or suffer a loss of certain features, functions, parts, or elements of the DealTrack Services.

    9. The following provisions shall survive the termination of these Terms: Clauses 1, 3.5, 3.6, 5.6, 7 – 14, and 16. 

     

  17. INTERPRETATION

    1. In these Terms, a reference to a statute or statutory provision includes a reference to:

      1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

      2. any subordinate legislation made under that statute or statutory provision.

    2. The Clause headings do not affect the interpretation of these Terms.

    3. In these Terms, 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
 

DealTrack Services

 

  1. Specification of DealTrack Services

    DealTrack allows investment professionals to manage and track their deals with a customised machine learning deal screening process. The Service consists of a web-based Platform and necessary backend services and APIs to process and aggregate data.

  2. Charges

    As of the effective date, the DealTrack Services are free to use for beta users.