Terms and Condition
1. General
1.1
By purchasing, accessing, or using SAAS FORENSIC SCHEDULE ANALYTICS PTE. LTD (“FSA”) the FSA Product (defined below), you enter into a legally binding Agreement with us that includes:
- the Sales Order;
- this Terms and Conditions and any supplemental(s), amendment(s), or other written terms agreed and incorporated between us from time to time;
- our Professional Services Terms;
- our Support Services Terms;
- our Privacy Statement;
- our Terms of Use;
- our Data Sharing Terms;
- our Acceptable Use Policy;
- any Operational Document agreed between us.
(Collectively, the “Agreement”)
1.2
If there is any inconsistency between the parts of this Agreement listed in Clause 1.1 above, the Agreement will be applied in the order of precedence listed above.
1.3
You accept the Agreement without limitation or qualification and agree to always comply with it.
2. Definitions
2.1
The following terms have the following meanings in these Terms and Conditions unless the context requires otherwise:
“Acceptable Use Policy” A policy that outlines acceptable and unacceptable uses of our FSA Product. The Acceptable Use Policy can be found on the FSA website;
“Affiliates” An entity that controls, is controlled by, or is under common control with another entity. In the case of FSA’s affiliates, this includes without limitation FSA’s parent company, related companies, and subsidiaries. “Control” means the power to direct the management and policies of an entity, directly or indirectly, through the ownership of voting securities, by contract, or otherwise;
“API” Application programming interface;
“Authorised Users” Your employees, agents, and/or independent contractors who are authorised by you to access and use the FSA Products in accordance with this Agreement;
“Business Day” A day that is not a Saturday, Sunday, or public holiday in Singapore;
“Confidential Information” All information (whether written or oral) that is not generally publicly available or proprietary to the disclosing party. For avoidance of doubt, Confidential Information in the case of FSA includes all know-how, trade secrets, financial, commercial, technical, tactical, or strategic information of any kind and information related to its business, affairs, plans, customers, clients, suppliers, service providers, reports, recommendations, advice, or tests, source and object codes of software incorporated into the FSA Product, and any information obtained or received or accessed by you as a result of or in connection with the entry or performance of the Agreement. Without limiting the generality of the above, any information which you have received or will receive from FSA that is marked as “Confidential”;
“Content” Any material or information provided by you to FSA that is necessary for you or authorised users to use or access the FSA Product. This can include text, data, reports, documents, images, software, and instructions in any form;
“Customer Application” Any application developed by you that is integrated with the FSA Product;
“Customer Personal Data” Any Personal Data which FSA processes on your behalf for the purposes of providing the FSA Products;
“Data Protection Laws” All applicable laws relating to data protection, including the collection, disclosure, use, storage, transfer or Processing of Personal Data, including the PDPA, and where applicable, the GDPR;
“FSA”: refers to SAAS FORENSIC SCHEDULE ANALYTICS PTE. LTD. (Company Registration no. C220861836), with a registered business address of 10 Anson Road #33-04A/#33-02 International Plaza, Singapore, 079903;
“FSA Website” refers to FSA’s website: www.fsa-adr.sg;
“FSA Product(s)” includes the FSA platform(s), SaaS environments, services, and other technology offerings, including updates and upgrades;
“GDPR” means the General Data Protection Regulation (EU);
“Greenwashing” refers to:
- a form of spin in which marketing is used – often deceptively – so as to present an environmentally responsible public image; or
- any actions or statements that mislead people about a company’s environmental practices or the environmental responsibility of its products, services, or operations.
“Intellectual Property Rights” shall include all copyright and moral rights, patents, trademarks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, know-how, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recovery of damages and obtainment of relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;
“Operational Document” means a document agreed between you and FSA that sets out any implementation or operational requirements which are to be incorporated into the Agreement. See our Professional Service Terms for further details;
“Commencement Date” refers to the commencement date of the respective FSA Products as specified in the relevant Sales Order;
“PDPA” is the Personal Data Protection Act 2012 of Singapore, a law in Singapore that regulates the collection, use, and disclosure of personal data;
“Personal Data” shall have the meaning as prescribed by the applicable laws relating to data protection;
“Platform” or “FSA Platform” means the FSA SaaS platform offering, and any mobile websites, mobile applications, and any other website, platform, or technology offering owned and/or operated by FSA from time to time;
“Price” is the monetary value in exchange for FSA Products;
“Privacy Policy” is a statement that outlines how a company handles and protects personal data. FSA’s privacy policy can be found on the FSA Website, as may be updated from time to time;
“Process” in relation to Personal Data shall have the meaning as prescribed by the applicable laws relating to data protection, but whose definition typically encompasses or includes (non-exhaustively) an act or function to carry out any operation or set of operations in relation to Personal Data, and includes recording, holding, organisation, adaptation/alteration, retrieval, combination, transmission, or erasure/destruction. “Processed” and “Processing” shall have the corresponding meaning as a verb for the same;
“Professional Services” shall have the meaning ascribed to it in Clause 1.1 of our Professional Services Terms;
“Purchase” refers to the purchase and/or subscription of the FSA Products from FSA;
“SaaS” means software-as-a-service. This refers to software hosted in and delivered from FSA’s managed cloud environment;
“Sales Order” means the Sales Order, invoice, quotation, email, document or electronic interface which you sign or otherwise indicate your Agreement to, for the purchase, subscription or order of FSA Products;
“Security Event” means:
- any unauthorised third-party access to the Platform or other FSA Product; and/or
- any use of the FSA Product by you and/or any Authorised User that is in breach of the Agreement and cold potentially impact the FSA Product or any other customer of FSA, as may be determined by FSA in its sole discretion; and/or
- any Vulnerability or Virus introduced into the Platform and/or the FSA Products by you and/or any Authorised User;
“Services” refers to any service set out in the relevant Sales Order which FSA provides to you in accordance with the Agreement including, where applicable, Professional Services, Support Services, and any other services provided through the FSA Products;
“Service Level” refers to the service level set out in Clause 1.1 of our Support Services Terms;
“Subscription Term” refers to the length of time the purchase and/or subscription of the FSA Product, as set out in the relevant Sales Order, is valid for. Unless otherwise specified by FSA in writing, the FSA Product you purchase is valid for 12 months from the Commencement Date set out in the Sales Order;
“Support Services” shall have the meaning ascribed to it in Clause 1.1 of our Support Services Terms;
“User Subscriptions” refers to the user subscriptions purchased by you which entitle Authorised Users to access and use the FSA Products and as quantified in the Sales Order;
“Virus” means anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term “Vulnerabilities” shall be interpreted accordingly.
1.1
By purchasing, accessing, or using SAAS FORENSIC SCHEDULE ANALYTICS PTE. LTD (“FSA”) the FSA Product (defined below), you enter into a legally binding Agreement with us that includes:
- the Sales Order;
- this Terms and Conditions and any supplemental(s), amendment(s), or other written terms agreed and incorporated between us from time to time;
- our Professional Services Terms;
- our Support Services Terms;
- our Privacy Statement;
- our Terms of Use;
- our Data Sharing Terms;
- our Acceptable Use Policy;
- any Operational Document agreed between us.
(Collectively, the “Agreement”)
1.2
If there is any inconsistency between the parts of this Agreement listed in Clause 1.1 above, the Agreement will be applied in the order of precedence listed above.
1.3
You accept the Agreement without limitation or qualification and agree to always comply with it.
3. Order, Term, and Licensing
RP3.1
To obtain the FSA product, a written Sales Order must be purchased. That Sales Order forms part of this Agreement on the date the Sales Order is accepted by both parties.
3.2
If the Sales Order is accepted in accordance with the Agreement, you comply with the Agreement, and you purchase the correct product, FSA will grant you a non-exclusive, non-transferable, royalty-free, and revocable license to:
- download, install, access, and use the FSA Products purchased by or made available to you and/or permit the Authorised Users to use the FSA Products; and
- integrate the FSA product into any Customer Application, use the FSA product in association with your Intellectual Property Rights, allow Authorised Users to run Customer Applications, and use the FSA products (as integrated with customer applications) in accordance with the Agreement, provided this has been agreed to in writing by FSA.
These rights are granted only to you and are not considered granted to any of your affiliates or any other third parties, unless otherwise stated in writing by FSA.
3.3
You are responsible for all activities conducted using your FSA Product and must not use the product in a way that harms or negatively affects FSA or its affiliates, their employees, agents, partners, or customers.
3.4
The FSA Products that you purchase can only be used by you and your Authorised Users in accordance with the Agreement, and cannot be sold, assigned, or transferred to anyone else. You may not transfer, sublicense, or assign any of your rights or obligations under the Agreement without the prior written consent of FSA.
3.5
If you request additional technology, functions, or services beyond the scope of the Agreement that FSA determines to be an increase in the scope of work, FSA will provide you with a written estimate of the additional cost.
3.6
The FSA product may include the purchase of services, as stated in the Sales Order. Any Agreement between you and FSA:
- in respect of any purchase of Support Services, shall be subject to the terms and conditions of the Service Level set out in our Support Services Terms; and
- in respect of any purchase of Professional Services, shall be subject to the terms and conditions set out in our Professional Services Terms.
4. Price and Product Revisions
4.1
FSA reserves the right to:
- change the Price of any of the FSA Products;
- alter the types and quantities of add-ons, functions, features, services and/or other FSA Products that it may offer to you.
5. Payment and Tax
5.1
You are solely responsible for selecting and using a payment method, and FSA is not responsible for any damages or losses you may incur in connection with your chosen payment method. FSA is only obliged to provide the product after you accept the Agreement and the full payment for the purchase has been received.
5.2
You are responsible for paying all applicable taxes, duties, and other fees in connection with your purchase.
5.3
If you fail to make payment, FSA may take legal action to recover the amount owed and you agree to indemnify and hold FSA harmless against any costs or expenses, including legal fees, incurred in doing so. FSA also has the right to suspend or terminate your access to any product if any unpaid amounts remain.
5.4
FSA reserves the right to refuse any payment method at its own discretion.
5.5
Unless otherwise specified in writing, there will be no refunds of fees, costs, or charges to the extent permitted by law.
6. Representations and Warranties
6.1
You shall:
- ensure that the number of Authorised Users accessing and using the FSA products does not exceed the number of user subscriptions you have purchased;
- disable access for Authorised Users whose employment or services with you have been terminated or suspended;
- and ensure Authorised Users maintain the confidentiality of their passwords.
6.2
You and your Authorised Users shall:
- comply with the Agreement in connection with the use of the FSA products, and you will remain fully responsible to FSA for the actions and omissions of your Authorised Users in connection with the use of the products.
- ensure that all Content provided to FSA:
- is not unlawful or fraudulent;
- is not uploaded or provided for an improper purpose;
- does not contain any discriminatory, defamatory, abusive, inappropriate, obscene or offensive language;
- is true, current and accurate;
- does not contain any Virus or Vulnerability;
- does not provide any false or misleading information or misrepresent any law or fact, or overstate or convey a false impression of any relevant information;
- does not negatively affect FSA or its reputation;
- does not expose FSA to liability or reputational damage due to any alleged greenwashing;
- c. use reasonable efforts to prevent unauthorised access to or use of the product and notify FSA promptly if any unauthorised access or use occurs.
6.3
You and your Authorised Users shall not:
- allow any User Subscription to be used by more than one individual Authorised User;
- share the User Subscription for the FSA Products with third parties, or transfer such User Subscriptions to third parties;
- license, sub-license, sell, rent, lease, transfer, assign, access, or otherwise commercially exploit FSA Products;
- copy, modify, duplicate, frame, mirror, republish, display, all or any portion of the FSA Product or any technology or system used by FSA in connection with providing the FSA Products, in any form or media or by any means;
- de-compile, reverse compile, disassemble, reverse engineer, discover any trade secret contained in or otherwise reduce to human-perceivable form all or any part of the FSA Platform or other technology used in the products;
- use any FSA Products to process, transmit or make available any Content or material that infringes on the Intellectual Property Rights or proprietary rights of any third-party;
- build a product or service using similar ideas, features, functions or graphics to any FSA Products;
- introduce any viruses or vulnerabilities into any FSA products or systems.
6.4
You represent and warrant to us that at all times:
- you have all necessary permissions, licenses, consents, and approvals to publish or disseminate Content to FSA and to input it into the platform and products without infringing on the rights of any third party or violating any laws, and that the Content does not violate or infringe upon any rights of any party, including Intellectual Property Rights, privacy rights, or publicity rights, and does not contain anything that would infringe upon or misappropriate any Intellectual Property Rights or any other personal or proprietary rights
- you agree to comply with all applicable laws, rules, and regulations;
- you agree to comply with all your obligations set out in the Agreement.
6.5
You acknowledge and agree that:
- the ability to use the FSA products may be affected by minimum system requirements or other factors;
- you are responsible for setting up and configuring your hardware, equipment, software, network, and systems to meet relevant specifications provided by FSA;
- you are responsible for maintaining and securing your network connections and telecommunications links to FSA’s systems, and addressing any problems or issues that arise from these connections or links or the internet;
- you are responsible for integrating the products with any Customer Applications and any problems or issues that arise from this integration;
- FSA is not obligated to review the Content and the inclusion of Content in the products does not constitute acceptance of its compliance with the Agreement;
- FSA has the right to edit, refuse to post, or remove any material submitted to or posted on the website at any time without notice and to remove any material that is in violation of the Agreement or deemed objectionable, and to deny access to any user who does not comply with the Agreement.
7. Intellectual Property
7.1
Subject to the limited rights expressly granted to you in Clause 3.2, you acknowledge and agree that FSA owns and retains all rights, titles, and interests in the products, including its platform and services, and all Intellectual Property Rights, methods, materials, technologies, tools (including software tools), design code, templates, applications, techniques and other know-how developed by or for FSA. This includes any improvements, new APIs, programs, upgrades, modifications, or enhancements developed by FSA, including those developed for you or at your request.
7.2
You do not have any rights to the Intellectual Property Rights or other rights or licenses related to the products, unless otherwise stated in the Agreement. You are not allowed to use any of FSA’s Intellectual Property Rights without its written consent. Other trademarks and trade names mentioned belong to their respective owners and FSA reserves all rights not expressly granted in the Agreement.
7.3
You do not have any rights to use or deal with FSA’s Intellectual Property Rights in any way, including copying, transferring, publishing, storing, creating derivative works, or using them in an unauthorised manner.
7.4
The Content you provide to FSA for use in their products belongs to you and you are responsible for any third-party Intellectual Property Rights included in it. FSA will not be held responsible for the quality or legality of the Content.
7.5
You must notify FSA if you become aware of any Content that may infringe the Intellectual Property Rights of a third party.
7.6
You hereby grant to FSA a worldwide, non-exclusive, non-transferable right during the Subscription Term to carry out any acts that would otherwise be restricted by any of your Intellectual Property Rights, for the sole purpose of allowing FSA to:
- use your name and logos for marketing or distribution activities, including but not limited to, using such name and logos in FSA’s advertisements, websites or other publicity materials for promotions whenever appropriate;
- to provide the FSA Products or Services to you; and
- as part of our performance of this Agreement or otherwise in connection with our business, generate data, or create works and materials that (i) are based on your data in an anonymised form; and (ii) utilises anonymised aggregated user and other data collected by us regarding the Content or its use.
8. Third Party Services and Third Party Content
8.1
You acknowledge and agree that:
- Some features or aspects of the FSA Products may include services provided by third-party providers (called “Third Party Services”). FSA’s role in relation to these services is simply to make them available to you on a pass-through basis as received from the third-party providers. The third-party providers are responsible for the performance of these services;
- The FSA Products may show, publish, or make available Content that is not provided or published by FSA (such as Content from FSA’s business partners), which is referred to as “Third Party Content.” You understand and accept that this Content is the responsibility of the entity that makes it available, and FSA is not responsible for it. FSA does not routinely check this Content and makes no representations or warranties about its accuracy. The use of this Content may be governed by the terms and conditions of the third-party Content provider.
- If you or any of your Authorised Users use any Content submitted by a third party or made available through the FSA Products (including Third Party Content), you do so at your own risk. FSA does not verify the rights of other parties to submit Content through the FSA Products and takes no responsibility for it. FSA will not be liable for any damages, direct or indirect, incidental, special, indirect, or consequential, including any damages for lost profits or other commercial damages or losses, resulting from the use of any Content submitted or made available through the FSA Products by a third party (including Third Party Content).
9. Indemnities and Limitation of Liability
9.1
You agree to protect and defend FSA and its affiliates, and their respective directors, officers, employees, agents, contractors, third-party service providers, and partners from any and all liabilities, actions, proceedings, claims, demands, costs, and expenses (including legal expenses) arising from or in connection with:
- your use of any FSA Products provided by FSA to you;
- the Content;
- any reports, declarations, calculations, or other informational submissions that are produced through, derived from, or otherwise connected to the FSA Platform or other FSA Product
- your violation of the Agreement;
- claims from third parties arising out of your cancellation or termination of the Agreement;
- any negligent act, omission or wilful conduct, misconduct or fraud of you, or your Authorised Users, officers, employees, agents, or independent contractors; and
- any dispute, contention, or claim of ownership of the Content.
9.2
You also agree to indemnify FSA against any and all liability, loss, damage, costs, and expenses that FSA or a third party may incur or suffer, whether direct or consequential (including any economic loss or other loss of profits, business, or goodwill), as a result of any dispute or claims or proceedings brought against FSA by a third party alleging infringement of its Intellectual Property Rights due to your use or exploitation of the FSA Products and/or the Content.
9.3
You also agree to indemnify FSA against any and all liability, loss, damage, costs, and expenses that FSA or a third party may incur or suffer, whether direct or consequential (including any economic loss or other loss of profits, business, or goodwill), as a result of any dispute or claims or proceedings brought against FSA by a third party in connection with any claims of greenwashing due to your use or exploitation of the FSA Products and/or the publication of the Content.
9.4
The indemnification obligations in these Terms and Conditions will continue after the expiration or termination of the Agreement or any Subscription Term.
9.5
To the maximum extent allowed by law, FSA’s total liability for any claims under or related to the Agreement will not exceed the total fees you have paid over the previous twelve months at the time the claim(s) is/are made against FSA.
9.6
To the maximum extent allowed by law, under no circumstances will FSA be liable for any direct, indirect, consequential, or special loss or damage related to:
- disruptions or interruptions to the internet that may affect the use of the FSA Products;
- errors, delays, or technological failures that may prevent FSA from providing the FSA Products or related services or continuous operation of the platform;
- loss of your data or Content; and/or
- any delay or failure in performance caused by events beyond FSA’s reasonable control, even if FSA was advised of the possibility of such damages or if such possibility was reasonably foreseeable.
10. Disclaimers
10.1
You acknowledge and agree that:
- Your use of the FSA Products and Services, and any integration with any Customer Application, is at your own risk. The FSA Products and Services are provided by FSA “as is,” and FSA specifically disclaims, to the fullest extent allowed by law, all warranties and conditions, whether express or implied by law, including any warranties of merchantability, fitness for a particular purpose, non-infringement, reliability, performance, security, continued availability, or interoperability with other systems or services;
- FSA makes no warranty that:
- The FSA Products will meet your requirements;
- your use of the FSA Products and/or the Services will be uninterrupted, timely, secure and error-free;
- the FSA Products and/or Services will be accessible at any time or at all times via the channel you select or use;
- the quality of the FSA Products, information or other material purchased or obtained from FSA will meet your expectations;
- any errors in the FSA Products and/or Services will be corrected; and
- the information and Content provided on the Platform is complete, accurate, or current;
10.2
For clarity, no advice or information, whether oral or written, obtained from FSA or its employees or agents will create any condition, warranty, or guarantee not expressly stated in the Agreement.
11. Personal Information and Personal Data
11.1
It is your responsibility to make sure that all personal information, Content, and contact details you provide to us are accurate and up to date at all times, and that the email address and phone number you provide to us are functioning and regularly checked. You must promptly let us know of any changes to your contact details. FSA is not responsible if you do not receive invoices or other information from FSA due to errors in the personal information you provided. FSA is not required to reissue, amend, or cancel any Sales Orders to correct errors or omissions in your personal or billing information.
11.2
You understand that FSA may collect, use, store, and disclose your Personal Data for the purposes as set out in our Privacy Policy, and all Personal Data provided by you is subject to our Privacy Policy.
11.3
FSA shall comply with the Data Protection Laws relating to the collection, use, disclosure and retention of Personal Data.
11.4
You undertake that you will comply with all Data Protection Laws. If you provide to FSA any Personal Data relating to a third-party (including in the Customer Personal Data), by submitting that information to us, you confirm and assure us that you have obtained the consent of that third party for you to provide their Personal Data for the collection, use, and disclosure of their Personal Data for all purposes set out in our Privacy Policy, by or for the benefit of the people mentioned in it, and the provision of the FSA Products to you.
12. Term and Termination
12.1
Unless otherwise agreed upon in writing or stated in the Sales Order, your subscription will automatically renew at the end of your current subscription term and at the current price set at the end of your current subscription term. FSA reserves the right to change the price without notice to you. If you do not want to renew your subscription term, you must notify FSA in writing at least thirty (30) days before the end of your existing subscription term by emailing [email protected].
12.2
FSA may immediately terminate any Sales Order and/or the Agreement, terminate or suspend your access to all or part of the FSA Products, or remove any of your Content:
- If you fail to pay any amount owed to FSA (excluding any amount that is the subject of a good faith dispute) under the Agreement;
- If you significantly breach any of your obligations under the Agreement;
- If any of the representations or warranties you make under the Agreement are incorrect;
- If required by any law or regulation, or by any enforcement agency or regulatory authority;
- if you or your Content infringe any Intellectual Property Rights of FSA or any third-party;
- If there is a discontinuation or material modification to the FSA Products, the Platform, and/or the Services, or part thereof;
- If there are unexpected technical or security issues;
- in the event of a Security Event;
- If you are deemed by any applicable law to be insolvent or unable to pay your debts, admit that you are insolvent or unable to pay your debts, or become or are declared insolvent or unable to pay your debts;
- If you are the subject of any actual, threatened, or proposed corporate action, proceedings, or other procedure or step related to:
- Your insolvency, including but not limited to bankruptcy, liquidation, provisional liquidation, winding up, receivership, judicial management, administration, administrative receivership, moratorium, scheme of arrangement, reorganisation, controlled management, dissolution, or any equivalent or analogous proceeding or regime under applicable laws;
- If you enter into, or intend or propose to enter into, any discussions, negotiations, or Agreement with one or more of your creditors with a view to the compromise, settlement, composition, extension, readjustment, or rescheduling of a substantial portion of your obligations or a class of your obligations; or
- If you suspend, or intend or propose to suspend, the making of payments relating to a substantial portion of your indebtedness or class of your indebtedness.
12.3
If FSA terminates your Sales Order, you and your Authorised Users’ access to the FSA Products and/or Services you have purchased shall be terminated.
12.4
If FSA exercises its right to terminate the Agreement, terminate or suspend your access to all or part of the FSA products, or remove any of your Content, you will still be responsible for all charges and fees owed to FSA. FSA is not required to refund any fees paid in advance in the event of such termination, suspension, and/or removal, and you are not entitled to any compensation or indemnity, whether for loss of distribution rights, goodwill, or otherwise, as a result of such termination, suspension, or removal.
12.5
Termination of the Agreement does not affect any other rights or remedies FSA may be entitled to under the Agreement, at law or in equity, and does not affect any accrued rights or liabilities or the coming into or continuation of any provision that is intended to come into or continue in force after such termination.
13. Confidentiality
13.1
You agree to keep confidential, and to ensure that your Authorised Users keep confidential, any confidential information, and will not disclose the confidential information to any other person unless disclosure has been expressly permitted in writing by FSA. You agree and acknowledge that confidential information will only be used for the purposes of the Agreement and/or in fulfilling your obligations under the Agreement.
13.2
You must immediately notify FSA if you suspect or become aware of any unauthorised reproduction, use, disclosure, transfer, or storage of confidential information.
13.3
The provisions of this clause will remain in full force and effect even after the expiration or termination of the Agreement.
14. Reporting
14.1
You are solely responsible for the preparation of any Report. While FSA may provide tools and services in the Platform and/or FSA Products to assist in your reporting, you acknowledge and agree that any tools and services provided to you are provided merely as a convenience to you and that you retain sole responsibility for ensuring the timeliness, accuracy, and completeness of any reports you submit.
15. Anti-Bribery and Corruption
15.1
You represent and agree that you will:
- Comply with all anti-bribery laws and regulations;
- Not engage in, encourage, allow, condone, or tolerate any form of bribery and corruption, whether direct or indirect, and whether financial in nature or otherwise;
- not do, or omit to do, anything that may cause to violate any anti-bribery laws and regulations; and
- Maintain and enforce adequate and effective anti-bribery and corruption policies and procedures designed to promote and ensure compliance with applicable anti-bribery laws and regulations.
15.2
To the extent permitted by law, you must promptly notify FSA of any investigation by a governmental authority (such as regulatory agencies) or violations by you of any law or regulation regarding anti-bribery or anti-corruption laws and any matters related in any way to the Agreement or that could potentially impact your performance of the Agreement.
16. Force Majeure
16.1
Any failure or omission by FSA to fulfil its obligations or follow any of the stipulations or conditions of the Agreement will not give rise to any claims against FSA or be considered a breach of the Agreement if it results from a force majeure event, such as acts of God, new statutory enactments or modifications, war or warlike hostilities, pandemics, epidemics, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortages of material or labour, delays in deliveries from subcontractors, machine failure caused by force majeure, or any other event that is unforeseeable and beyond the reasonable control of FSA. During such events, FSA will be relieved of any obligations under the Agreement that are affected by the event, but the provisions of the Agreement will remain in force for all other obligations under the Agreement that are not affected by the event.
17. Notices
17.1
To communicate with FSA regarding the Agreement, you shall send an email to [email protected], copying legal [email protected]. Emails will be considered received by FSA when they are received in a readable form, subject to there being no bounce-back or sending failure notification.
17.2
FSA will send notices and other communications to you at the email address you provided in the Sales Order. It is your responsibility to make sure that you provide FSA with your current contact email address.
18. General
18.1
Entire Agreement: The Agreement constitute the entire Agreement between FSA and you in relation to their subject matter and supersede any prior Agreements, discussions, representations and undertakings between the parties (whether written or oral).
18.2
Variation: FSA may amend the Agreement at any time. The amended Agreement will be made available on the Platform. It is the responsibility of the user to check for updates to the Agreement regularly before using FSA’s products. Your continued use of the FSA Product shall constitute your agreement to the revised Agreement.
18.3
No Waiver: Any failure by FSA to enforce a right or provision of the Agreement does not waive that right or provision. The rights and remedies of FSA provided in the Agreement are cumulative and not exclusive of any rights or remedies (whether provided by law or otherwise).
18.4
Illegality: If any provision of the Agreement is deemed invalid, illegal, or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the maximum extent possible to give effect to the invalid provision.
18.5
Third Party Rights: Except as expressly set out in the Agreement, any person not a party to the Agreement shall acquire no rights whatsoever under the Agreement by virtue of the Contract (Rights of Third Parties) Act 2001 of Singapore or otherwise.
18.6
Export: Both parties will follow applicable laws and regulations related to the export, re-export, and transfer of the FSA Products and will obtain any required local and extraterritorial permissions, permits, or licenses.
18.7
Release: If you have a dispute with one or more other users of the Website, you release FSA and its affiliates, directors, agents, employees, joint ventures, and subsidiaries from any and all known or unknown claims, damages, and demands arising from or in any way connected to such disputes.
18.8
Advertising Rights: FSA reserves the right to sell, license, and display any advertising, attribution, links, promotions, or distribution rights in connection with your creative submissions and will retain any revenue generated from the sale or licensing of such rights. FSA is not required to sell, license, or offer to sell or license any advertising, promotion, or distribution rights.
18.9
Copyright Notice: All Website design, graphics, text selections, arrangements, and all software are Copyright © 2023, Forensic Schedule Analytics, or its licensors. ALL RIGHTS RESERVED.
19. Governing Law and Dispute Resolution
19.1
The laws of Singapore will be used to interpret and enforce the terms of the Agreement. Any legal disputes related to the Agreement will be handled in the courts of Singapore.
FSA SaaS v1.1 — 30 December 2022