APPLICATION OF TERMS

1. These Terms apply to your use of the Services (as that term is defined below). By clicking the applicable button to indicate acceptance of these Terms, or by accessing or using the Services: (a) you agree to these Terms; and (b) where your access and use are on behalf of another person, company, organisation, firm, partnership or other corporate entity, you agree and acknowledge that you are binding such person or entity to these Terms, and that you are fully authorised to do so.
2. If you do not agree to these Terms, you are not authorised to access and use the Services, and you must immediately stop doing so.

CHANGES

3. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. By continuing to access and use the Services from the date on which the Terms are changed, you agree to be bound by the changed Terms.

INTERPRETATION

4. In these Terms:

Business Day means a day other than a Saturday, Sunday, or public holiday in Singapore when banks in Singapore are open for business.

Business Hours means the period from 9:00 AM to 5:00 PM on any Business Day.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Services.  Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Zealys Software. Your Confidential Information includes the Data.

Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Services.

Fees means the applicable fees set out on our pricing page on the Website at www.zealys.com/pricing or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 23.

Force Majeure means an event that is beyond the reasonable control of a party, excluding: (a) an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or (b) a lack of funds for any reason.

including and similar words do not imply any limit.

Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.

a party includes that party’s permitted assigns.

a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

personal information means information about an identifiable, living person, and includes personal data, personally identifiable information and equivalent information under applicable privacy and data protection laws.

personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

Services means all the services we provide now or in the future, including our online and mobile products described on the Website, as the Website is updated from time to time.

Start Date means the date that you are enrolled in the Services. 

Terms means these terms titled terms of service.

Underlying Systems means the Zealys Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.

We, us or our means Zealys Pte. Ltd., company number 202118111Z, a company incorporated in Singapore.

Website means the internet site at www.zealys.com, or such other site notified to you by us.

Year means a 12-month period starting on the Start Date or the anniversary of that date.

You or your means you or, if clause 1b applies, both you and the other person or entity on whose behalf you are acting.

Zealys Software means the software owned by us (and our licensors) that is used to provide the Service.

Words in the singular include the plural and vice versa.

A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

PROVISION OF SERVICES

5. We must use reasonable efforts to provide the Services: (a) in accordance with these Terms and Singapore law; (b) exercising reasonable care, skill and diligence; and (c) using suitably skilled, experienced and qualified personnel.
6. Our provision of the Services to you is non-exclusive. Nothing in these Terms prevents us from providing the Services to any other person.
7. We must use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.  We must use reasonable efforts to publish on the Website advance details of any unavailability.
8. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

YOUR OBLIGATIONS

9. You and your personnel must: (a) use the Services in accordance with these Terms solely for: (i) your own internal business purposes; and (ii) lawful purposes (including complying with any applicable law regulating unsolicited electronic messages); and (b) not resell or make available the Service to any third party, or otherwise commercially exploit the Services.
10. When accessing the Services, you and your personnel must: (a) not impersonate another person or misrepresent authorisation to act on behalf of others or us; (b) correctly identify the sender of all electronic transmissions; (c) not attempt to undermine the security or integrity of the Underlying Systems; (d) not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services; (e) not attempt to view, access or copy any material or data other than: (i) that which you are authorised to access; and (ii) to the extent necessary for you to use the Services in accordance with these Terms; and (f) neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
11. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.
12. You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

DATA

13. You acknowledge that: (a) we may require access to the Data to exercise our rights and perform our obligations under these Terms; and (b) we may collect, use, and disclose the Data in accordance with our Privacy Policy, as it may be updated from time to time.
14. You acknowledge and agree that to the extent Data contains personal information, in collecting, holding and processing that information through the Services, we are acting as your agent and/or as a data processor for the purposes of applicable privacy and data protection laws. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
15. While we will take standard industry measures to back up all Data stored using the Services, you agree to keep a separate back-up copy of all Data uploaded by you onto the Services.
16. You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

FEES

17. You agree to pay the Fees and provide us information regarding your credit card or other payment instrument. You represent and warrant to us that such information is true and that you are authorised to use the payment instrument. You will promptly update your account information with any changes that may occur.
18. Unless otherwise stated, the Fees: (a) are typically based on the calendar month or year in which you are enrolled in any Services; and (b) will be billed to you in arrears until you terminate your subscription, and you further agree to pay any charges so incurred; and (c) exclude any applicable goods and services, value-added, sales or other similar taxes arising from the provision of the Services that any federal, state, or local governments may impose, which you may be required to pay on taxable supplies; and (d) are non-refundable.
19. Notwithstanding the foregoing, we may invoice you for any applicable, outstanding fees, and you shall pay such invoice within thirty (30) days of receipt thereof via money transfer, check, or any other payment method we may deem acceptable in its sole discretion.
20. If you dispute any charges, you must let us know within thirty (30) days after the date that we bill your payment instrument.
21. If we are unable to collect the Fees due because of insufficient funds in User’s Bank Account or for any other reason, you must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
22. We may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
23. We may increase the Fees by giving at least thirty (30) days’ notice. If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Services on no less than ten (10) days’ notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Services in accordance with this clause, you are deemed to have accepted the increased Fees.

INTELLECTUAL PROPERTY

24. Subject to clause 25, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
25. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
26. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
27. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (collectively, “feedback”): (a) all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and (b) we may use or disclose the feedback for any purpose.
28. You acknowledge that the Services may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Services does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

CONFIDENTIALITY

29. Each party must, unless it has the prior written consent of the other party: (a) keep confidential at all times the Confidential Information of the other party; (b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and (c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 29a and 29b.
30. The obligation of confidentiality in clause 29 and 30 does not apply to any disclosure or use of Confidential Information: (a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms; (b) required by law (including under the rules of any stock exchange); (c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel; (d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or (e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than clause 29 and 30.

WARRANTIES

31. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
32. To the maximum extent permitted by law: (a) the Services are provided “as is, is available” without warranty of any kind, either express or implied; and (b) without limiting the foregoing, we disclaim all warranties, including, but not limited to any warranties concerning the availability, accuracy, security, usefulness, interoperability, or content of the service; and any warranties of non-infringement, data loss, title, merchantability or fitness for a particular purpose; and (c) this disclaimer applies to any damages or injury caused by the Services, including without limitation as a result of any failure of performance, error, omission, interruption, deletion, defect, delay or error in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record; and (d) we make no representation concerning the quality of the Services and do not promise that the Services will: (i) meet your expectations and requirements, including that the use of the Services will fulfil or meet any statutory role or responsibility you may have; or (ii) be secure, free of viruses or other harmful code, uninterrupted or error free.
33. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that: (a) to the maximum extent permissible by law, any applicable consumer protection law does not apply to the supply of the Services or these Terms; and (b) it is fair and reasonable that the parties are bound by this clause 33.
34. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to: (a) supplying the Services again; and/or (b) paying the costs of having the Services supplied again.

LIMITATION OF LIABILITY

35. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Services in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability).
36. Neither party is liable to the other under or in connection with these Terms or the Services for any: (a) loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or (b) consequential, indirect, incidental or special damage or loss of any kind.
37. Clauses 35 and 36 do not apply to limit our liability under or in connection with these Terms for: (a) personal injury or death; (b) fraud or wilful misconduct; or (c) a breach of clause 29 and 30.
38. Clause 36 does not apply to limit your liability: (a) to pay the Fees; (b) under the indemnity in clause 16; or (c) for those matters stated in clause 37a to 37c.
39. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
40. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.

TERM, TERMINATION AND SUSPENSION

41. Unless terminated under this clause 12, these Terms and your right to access and use the Services: (a) starts on the Start Date; and (b) continues until a party gives at least thirty (30) days’ notice that these Terms and your access to and use of the Services will terminate on the expiry of that notice.
42. Subject to clause 23, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under clause 12 will be the expiry of that initial term.
43. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Services if the other party: (a) breaches any material provision of these Terms and the breach is not: (i) remedied within ten (10) days of the receipt of a notice from the first party requiring it to remedy the breach; or (ii) capable of being remedied; or (b) becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
44. You may terminate these Terms and your right to access and use the Services in accordance with clause 23.
45. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
46. On termination of these Terms, you must pay all Fees for the provision of the Services prior to that termination.
47. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
48. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
49. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have: (a) undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems; (b) used, or attempted to use, the Services: (i) for improper purposes; or (ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services; (c) transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or (d) been behind in the payment of the Fees and you have not cured such non-payment within thirty (30) days of notice of non-payment; or (e) otherwise materially breached these Terms.

GENERAL

50. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
51. No person other than you and us has any right to a benefit under, or to enforce, these Terms.
52. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
53. Subject to clause 14, we are your independent contractor, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
54. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.  You may give notice to us under or in connection with these Terms by emailing [email protected].
55. These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with the law of Singapore. Each party submits to the non-exclusive jurisdiction of the Courts of Singapore in relation to any dispute connected with these Terms or the Services.
56. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 16, 24 to 30, 35 to 40, 45 to 48 and 55, continue in force.
57. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms.  The remainder of these Terms will be binding on you.
58. Subject to clauses 3 and 23, any variation to these Terms must be in writing and signed by both parties.
59. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree that it is fair and reasonable that the parties are bound by this clause 59.
60. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.