CRIMSONLOGIC
SUBSCRIBER AGREEMENT (eLitigation Services)
These terms and conditions (hereinafter referred to as “Agreement”) shall govern
the use of the services offered by CrimsonLogic Pte Ltd or a member of the CrimsonLogic
Group of Companies (hereinafter collectively called “CrimsonLogic”). Unless explicitly
stated otherwise, any new feature or features that augment or enhance the current
services, including the release of or migration to new services, shall be subject
to this Agreement.
By completing and submitting the relevant application form for use of the
Service or by using or otherwise assessing the Service, the Subscriber represents
that it has read this Agreement and agrees to be bound by it. If the Subscriber
does not agree with any of the terms and conditions in this Agreement, the Subscriber
is not permitted to access the Service.
1. TERMINOLOGY
In this Agreement, the following words and expressions have the meanings assigned
to them except where the context otherwise requires:
Addressee of a Data Message or an Electronic Record means a person who is
intended by the Originator to receive the Data Message or Electronic Record, but
does not include an intermediary like CrimsonLogic who sends, receives, stores or
provides other service with respect to the Data Message or Electronic Record on
behalf of or for the benefit the Originator or Addressee;
Authorised User refers to a natural person authorized or permitted by the
Subscriber to access or to use the Services;
CrimsonLogic is a reference to the member of the CrimsonLogic group of companies
whose name appears on the Application Form. If no such name appears on the Application
Form, this term is a reference to CrimsonLogic Pte Ltd;
Courts means any branch of the Singapore judiciary, including but not limited
to the Supreme Court of Singapore, the State Courts of Singapore and Family Justice Courts;
Data Message means information generated, sent, received or stored by electronic,
optical or similar means, including but not limited to electronic data interchange
(EDI), electronic mail, telegram, telex or telecopy;
Digital Signature means data in electronic form in, affixed to, or logically
associated with, a Data Message or an Electronic Record, which may be used to identify
the signatory in relation to the Data Message or Electronic Record and indicate
the signatory's approval or intention of the information contained therein; and
a reference to “Digitally Sign” shall be construed accordingly;
Electronic Record means a record generated in digital or electronic form
by an Information System, which can be:
(a) transmitted from an Information System or from one Information System
to another; and
(b) stored in an Information System or other medium;
Government means the Government of the Republic of Singapore, who owns the
facilities providing the Website and the Services and has engaged CrimsonLogic to
host and operate the same;
Information System means a system for generating, sending, receiving, storing
or otherwise processing Data Messages or Electronic Records;
Originator of a Data Message or an Electronic Record means a person by whom,
or on whose behalf the Data Message or Electronic Record purports to have been sent
or generated prior to storage, if any, but does not include an intermediary like
CrimsonLogic who sends, receives, stores or provides other services with respect
to the Data Message or Electronic Record on behalf of the Originator or Addressee;
Services means the services, as identified in the application form completed
by the Subscriber, provided by CrimsonLogic over the Internet to the Subscriber
upon CrimsonLogic's acceptance of the Subscriber's application for the same;
Service Provider means a party other than CrimsonLogic which,
(a) furnishes or supplies information or content to CrimsonLogic for onward
on-line provision to the Subscriber through the Website or Services; and/or
(b) provides services to the Subscriber through CrimsonLogic whether via the
Website or Services or otherwise.
Service Providers include but are not limited to banks, regulatory bodies, the Courts,
tribunals, certification authorities.;
Singpass shall mean the online personal authentication and password
system operated or provided by the Government of Singapore;
Corppass shall mean a corporate digital identity for businesses and other entities (such as non-profit organisations and associations) to transact with Government agencies online.
Subscriber” or “you means the party identified on the Application form whose
application is approved and accepted by CrimsonLogic;
System Administrator means the Subscriber's staff member responsible for the internal
administration of the Subscriber's and Authorised Users' access to the Website and
use of the Services
Website refers to the location of the webpages on the internet over which
the Subscriber may assess for the purpose of using the Services and which are specifically
described in the Application Form, and includes such other uniform resource locators
as may be provided or substituted by CrimsonLogic from time to time
2. REGISTRATION
2.1. In order to use the Services, you will need to become a Subscriber by:
(a) submitting the relevant properly completed application form (“Application
Form”), which may be requested from CrimsonLogic or downloaded from CrimsonLogic's
website;
(b) obtain approval from the Courts to be a registered user of the electronic
filing system or such other practice directions, laws or regulations issued from
time to time governing such use;
(c) providing to CrimsonLogic all ancillary information that CrimsonLogic
may require, including but not limited to a list of the Subscriber's Authorized
Users to be granted access to and use of the Services and their respective Singpass
/ Corppass IDs, and shall promptly update CrimsonLogic from time to time on any
change in such information;
(d) providing to CrimsonLogic the Subscriber's contact details (e.g. address,
telephone number, fax number, System Administrator's e-mail) and shall promptly
update CrimsonLogic from time to time on any change in such contact details; and
(e) paying all applicable fees.
Upon completion of the above, CrimsonLogic will enable your access to the Website
through online authentication via your Authorised Users' individual Singpass/es
or Corppass/es. CrimsonLogic reserves the sole right not to accept any Application
Form at its sole discretion.
2.2. This Agreement shall commence on the date of CrimsonLogic's approval of your
application for use of the Services and shall remain in force unless earlier terminated
in accordance with the terms and conditions herein. In connection with certain identified
services, there may be additional terms which apply to the CrimsonLogic's provision
and your use of those services (“Product Specific Terms”). Your shall be notified
of the Product Specific Terms prior to or when those identified services are being
made available to you.
2.3. CrimsonLogic may terminate this Agreement at any time if:-
(a) the contract between the Government and CrimsonLogic for the hosting and
operation of the Website and Services is terminated for any reason whatsoever; or
(b) the requirements imposed by the Government on CrimsonLogic are such that
CrimsonLogic must terminate the Agreement; or
(c) the Registrar, pursuant to Order 63A r. 3 of the Rules of Court, Supreme
Court of Judicature Act (Cap 322), appoints a network service provider other than
CrimsonLogic to provide the electronic filing service.
CrimsonLogic shall not be in breach or be construed as being in breach of any duty
or of the terms of this Agreement in connection with any termination of this Agreement
pursuant to the this Clause.
3. AMENDMENTS TO TERMS AND CONDITIONS
3.1. CrimsonLogic reserves the right to amend the terms and conditions of this Agreement
from time to time. Amendments to the Agreement will be effective after thirty (30)
days have passed from the date of (1) email notification to the email address of
the Subscriber's System Administrator; or (2) posting on the Website or Crimson Logic, whichever is earlier. Amendments
to the Product Specific Terms will be effective after thirty (30) days have passed
from the date of email notification or posting on the Website. IT IS THE SUBSCRIBER'S
RESPONSIBILITY TO CHECK THEIR EMAIL ACCOUNT AND THE WEBSITE FROM TIME TO TIME FOR
AMENDMENTS TO THIS AGREEMENT. BY USING OR CONTINUING TO USE THE SERVICES AT ANY
TIME AFTER THIRTY (30) DAYS HAVE PASSED FROM THE DATE ANY AMENDMENTS ARE POSTED
ON THE WEBSITE, YOU REPRESENT THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT AS AMENDED.
4. SCOPE OF SERVICES
4.1. Subject to the acceptance of the properly completed Application Form by CrimsonLogic
and payment of all applicable fees by the Subscriber, CrimsonLogic will provide
the Subscriber the Services, provided always that CrimsonLogic reserves the right
to modify, enhance, withdraw or suspend the Services, or any part thereof, at any
time. CrimsonLogic will advise the Subscriber of the changes thirty (30) days in
advance where the changes will, in CrimsonLogic's opinion, significantly alter the
Services.
4.2. CrimsonLogic may provide such training, technical support or professional,
archival or other ancillary services (collectively “Other Services”) to the Subscriber
as CrimsonLogic may decide or agree from time to time. CrimsonLogic will inform
the Subscriber of the nature of and conditions (including but not limited to any
applicable charges) pertaining to such Other Services. CrimsonLogic reserves the
right to change the scope or conditions of such Other Services at its sole discretion
and will notify the Subscriber of such revision, either in electronic or written
form or by posting on the Website.
4.3. The Services will be made available during such hours as may be notified by
CrimsonLogic to the Subscriber. CrimsonLogic reserves the right to alter or extend
the service hours from time to time.
4.4. Access to and use of a Service Provider's services and facilities by the Subscriber
may require the approval of the Service Provider. The Service Provider may impose
its own terms and conditions and charges for access to and use of its services.
The Subscriber is responsible for ensuring that it has obtained all necessary approvals,
consents and permissions for access to and use of a Service Provider's services
and facilities.
5. SUBSCRIBER RESPONSIBILITIES
5.1. The Subscriber shall obtain, install and maintain such suitable equipment,
software, and communication means as may be required to make connection to the World
Wide Web and to use the Services, including a computer and modem, telecommunication
facilities or other access devices, and other ancillary equipment. The Subscriber
shall obtain / maintain its Corppass and ensure that the Authorised Users shall take all necessary steps to obtain
their individual Singpasses from the Government of Singapore and to maintain the
same in working order.
5.2. The Subscriber may authorize, permit or designate Authorised Users to access
the Website and use the Services. CrimsonLogic shall not be obliged to provide access
to the Website to anyone other than the Authorised Users. In connection with Authorised
Users' access to the Website and use of the Services, the Subscriber:
(a) shall ensure that each such Authorised User accessing the Website and
using the Services is aware of and will comply with the Subscriber's obligations
under this Agreement; and
(b) acknowledges and agrees that any breach of the Subscriber's obligations
under this Agreement by an Authorised User shall be deemed and construed as a breach
by the Subscriber.
5.3. The Subscriber and its Authorised Users are jointly responsible for the confidentiality
of the password(s) associated with the Authorised Users' Singpass and/or Corppass
user accounts and/or the Subscriber’s Corppass. The Subscriber and its Authorised
Users shall ensure control of the Singpass and/or Corppass for authorized usage
of the Services. Unless the contrary is proved, all communications and activities
occurring under or referable to the Subscriber's user account and/or Corppass and/or
Authorised Users' Singpasses and/or Corppass user accounts shall be deemed to have
been validly issued or authorized by the Subscriber. The Subscriber shall be liable
for all costs, fees, and expenses arising from any communication and activity occurring
under or referable to the Subscriber's user account and/or Corppass and/or Authorised
Users' Singpasses and/or Corppass user accounts.
5.4. The Subscriber shall be liable for all transactions (including charges arising
therefrom) made through the Website and Services by an Authorised User, even if
the Subscriber did not give its approval or authorize such transactions, before
CrimsonLogic is instructed to remove the Authorised User from the Subscriber's list
of Authorised Users.
5.5. The Subscriber agrees that access to and usage of the Services is for its own
business purposes only. The Subscriber shall use the Services solely in the capacity
of an end-user, and shall not, without CrimsonLogic's prior written approval, reproduce,
duplicate, copy, sell, resell, or exploit any portion of the Services, information
obtained through the Services, or use or access to the Services. The Subscriber
shall not use the Services for the provision of outsourcing or service bureau-like
services, without CrimsonLogic's express prior written permission. CrimsonLogic
may agree to the Subscriber's use of the Services to provide such services at a
separate charge.
5.6. The Subscriber warrants and represents that the Subscriber or its nominees
are duly authorized to upload, submit, transmit or otherwise deal with all content,
information and data provided by the Subscriber, and that all such content, information
and data provided is true, accurate, current and complete. The Subscriber shall
be responsible for keeping records of any content or information which may be entered,
submitted or uploaded to the Website. CrimsonLogic may permanently delete or expunge
the Subscriber's content or information from the Website or Services when:
(a) the Subscriber's Services are suspended or canceled; or
(b) within three months after the conclusion of a case.
5.7. The Subscriber agrees not to submit, upload or transfer any unauthorized files,
codes (including but not limited to viruses, Trojans, worms, logic bombs or other
material which is malicious or technologically harmful), documents and information,
in the course of using the Services. The Subscriber must not attempt to gain unauthorised
access to the Website, the server on which the Services are hosted or any server,
computer or database connected to the Service. The Subscriber must not attack and/or
allow any the Subscriber's equipment to be used to attack the Services via a denial-of-service
attack or a distributed denial-of service attack or any other form of attack.
5.8. The Subscriber undertakes not to use the Services for or to carry out any activity
that may be prohibited under the laws of Singapore or under any other applicable
law.
5.9. The Subscriber hereby authorizes CrimsonLogic to deal with any data or information
submitted by or to the Subscriber, in any manner, as CrimsonLogic deems necessary
to carry out the Services.
5.10. The Subscriber agrees to render all reasonable assistance to CrimsonLogic,
as CrimsonLogic may request from time to time.
5.11. The Subscriber agrees to at all times indemnify and hold harmless CrimsonLogic
and its officers, employees and agents (“those indemnified”) from and against any
loss (including reasonable legal costs and expenses) or liability reasonably incurred
or suffered by any of those indemnified arising from:
(a) a breach by the Subscriber or its Authorised Users, employees, agents
or contractors of the terms of this Agreement; and/or
(b) any willful, unlawful or negligent act or omission on the part of the
Subscriber or its Authorised Users, employees, agents or contractors.
5.12. Where CrimsonLogic is to send any notification to the Subscriber under this
Agreement, CrimsonLogic shall use reasonable efforts to do so at the Subscriber's
contact details last provided to CrimsonLogic. The System Administrator shall be
the primary point of contact for all communications and notices between the Subscriber
and CrimsonLogic.
CrimsonLogic shall not be liable if the Subscriber cannot be contacted through any
one of the contact details after two (2) attempts made within a two (2) week period.
Subscriber agrees that all notices and other communications that CrimsonLogic provides
to you electronically satisfy any legal requirement that such communications be
in writing.
6. DATA MESSAGES AND ELECTRONIC RECORDS
6.1. The Subscriber agrees that all Data Messages and Electronic Records to be sent
through the Services will comply with all applicable legal requirements and such
message requirements as CrimsonLogic may prescribe from time to time.
6.2. Unless otherwise specified by CrimsonLogic, the dispatch of a Data Message
is for all purposes deemed to have occurred:
(a) at the time when the Data Message leaves an information system which is
under the control of the Originator or any person who sent the Data Message on behalf
of the Orginator (“Information System”); or
(b) if the Data Message has not left the Information System, then dispatch
is deemed to have occurred at the time when the Data Message is received.
6.3. Unless otherwise specified by CrimsonLogic, the receipt of a Data Message is
for all purposes deemed to have occurred:
(a) when the Data Message becomes capable of being retrieved at an electronic
address designated by the Addressee; or
(b) if the Data Message was sent to an electronic address that has not been
designated by the Addressee, the time when the Data Message becomes capable of being
retrieved by the Addressee at that address and the Addressee becomes aware that
the Data Message has been sent to that address.
For the purpose of clause 6.3(b), a Data Message is presumed to be capable of being
retrieved by the Addressee when it reaches the electronic address of the Addressee.
6.4. CrimsonLogic will not be responsible for any loss or damages caused by disputes
(i) between the Subscriber and a Service Provider or (ii) between a Subscriber and
another Subscriber relating to the dispatch or receipt of Data Messages or Electronic
Records.
6.5. The period between “dispatch” and “receipt”, as specified in Clauses 6.2 and
6.3 above, is indispensable for CrimsonLogic for the conversion of format and transference
of Data Message or Electronic Record etc. CrimsonLogic will not be responsible for
any damage or loss caused by the occurrence of the said period.
6.6. Unless otherwise specified by CrimsonLogic, a Data Message or an Electronic
Record is deemed to be dispatched at the place where the Originator has his place
of business, and is deemed to be received at the place where the Addressee has his
place of business.
6.7. If the Subscriber receives any Data Messages or Electronic Records addressed
to another Subscriber or a third party which was wrongfully forwarded to him, he
shall:-
(i) notify CrimsonLogic as soon as possible;
(ii) destroy all copies of the Data Messages or Electronic Records afterwards
and keep the contents of the Data Message confidential.
7. WRITING AND SIGNATURE REQUIREMENTS
7.1. The Subscriber agrees that, to the maximum extent permissible by law:-
(a) a Data Message or an Electronic Record made and presented in accordance
with CrimsonLogic's specified message requirements and procedures will in any event
and for all purposes be treated and deemed the same as a document in writing with
the same content
(b) a Data Message or an Electronic Record with a Digital Signature made in
accordance with CrimsonLogic's message requirements and procedures will in any event
and for all purposes be treated and deemed the same as a document in writing physically
signed by the party who made the Digital Signature with the same content.
(c) a Data Message or an Electronic Record, whether Digitally Signed or not,
sent to or communicated with the Addressee through CrimsonLogic's Services will
in any event and for all purposes be treated and deemed to have been physically
delivered and communicated with the Addressee.
7.2. The Subscriber shall inform other relevant Subscribers through CrimsonLogic
if the Subscriber is aware of any prohibition or restriction by the laws of any
relevant jurisdiction, or any inconsistency with such laws, relating to any of the
provisions specified in this Agreement or any contents of a Data Message or Electronic
Record sent or received by it.
7.3. Upon the reasonable request of CrimsonLogic, for the purpose of any dispute
resolution proceedings of whatever nature, the Subscriber shall do such necessary
acts to perfect and give effect to the Data Messages or Electronic Records, whether
digitally signed or not, including but not limited to reducing the contents thereof
in writing and physically signing the written records so reduced, to certify that
the original Data Message or Electronic Record was validly signed.
7.4. The Subscriber shall not challenge, and hereby waives all his rights (if any)
to challenge, the validity or enforceability of any Data Messages, Electronic Records,
or Agreements or transactions concluded completely or partially through it on the
grounds that they were in electronic form, sent electronically and/or the signature
appended is only a Digital Signature.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. All intellectual property rights (including copyright and trade marks) contained
in, relating to or in connection with the Website and Services (including text,
design layout, graphics, logos, icons, sound recordings and software) are owned
by CrimsonLogic or its licensors. No materials provided through the Website or Services,
including text, graphics, compilations, computer programs, code and/or software
may be reproduced, modified, adapted, distributed, published, displayed, uploaded,
broadcast, posted, transmitted or hyperlinked in any manner and in any form without
CrimsonLogic's express, prior written approval and that of the respective intellectual
property owners.
8.2. Subscriber agrees that document or material uploaded to or sent by the Subscriber
through the Website or Services may be downloaded and reproduced by another Subscriber
whether or not the first Subscriber intended the second Subscriber to receive a
copy of that document or material.
9. TERMS OF PAYMENT
9.1. In consideration of the provision of the Services by CrimsonLogic, the Subscriber
agrees as follows:
(a) The Subscriber shall make payment to CrimsonLogic of all applicable charges
(“Charges”) for the use of the Services, including but not limited to related technical
support, in accordance with CrimsonLogic's rates and fees, as may be amended from
time to time by CrimsonLogic. Notification of new rates and fees will be either
posted on the Website or sent to the Subscriber via electronic or written means.
Payment of Charges shall be in accordance with such payment modes as CrimsonLogic
may prescribe from time to time. Payments by the Subscriber to CrimsonLogic shall
be the full amount billed and free of any deduction for bank charges, official fees,
taxes or any other expense or charge incurred by the Subscriber.
(b) Unless CrimsonLogic agrees otherwise in writing, if the Subscriber opts
to make payments by any payment mode other than by direct debit, CrimsonLogic shall
be entitled to request for a sum of money (“Advance Deposit”) from the Subscriber
to be placed on deposit with CrimsonLogic for the duration of this Agreement. The
minimum amount for such Advance Deposit shall be as determined by CrimsonLogic from
time to time in its sole discretion. CrimsonLogic shall be entitled to and the Subscriber
hereby authorizes CrimsonLogic to deduct such monies from the Advance Deposit as
shall be due and outstanding from time to time. Should such Advance Deposit fall
below the specified minimum amount, the Subscriber shall top up the difference as
soon as possible and in any case within two (2) weeks of notification by CrimsonLogic,
and inform CrimsonLogic when such top up has been completed.
(c) If the Subscriber has submitted an authorization form allowing for direct
debit from a bank account designated by the Subscriber (“Designated Account”), CrimsonLogic
shall be entitled to and the Subscriber hereby authorizes CrimsonLogic to debit
directly, without any notice, the Charges and other monies due to CrimsonLogic from
the Subscriber's Designated Account.
(d) If collection of payment through direct debit is unsuccessful or if payment
is not received by CrimsonLogic (whichever is the case), late payment interest will
be imposed as provided in this Clause 9.1. The Subscriber will be informed of the
unsuccessful collection or non-payment and requested to make available the funds
and/or make any other arrangement deemed necessary with the bank within a specified
time period (“Payment Period”). In direct debit cases, the Subscriber shall inform
CrimsonLogic when they have completed the arrangement within the bank.
(e) If CrimsonLogic does not receive any payment or notification as aforesaid
from the Subscriber within the Payment Period, CrimsonLogic will suspend the Services
provided to the Subscriber. If CrimsonLogic still does not receive any said payment
or notification from the Subscriber or is unable to contact the Subscriber at his
last known contact details within one (1) week from the Payment Period, CrimsonLogic
shall be entitled to terminate this Agreement forthwith and the Subscriber will
be de-registered as an authorized user of the Services. The above shall be without
prejudice to the rights of CrimsonLogic in respect of the non-payment of the Charges
and interest accrued thereon due from the Subscriber.
(f) The Subscriber shall notify CrimsonLogic of any discrepancies in the amounts
charged within thirty (30) days of notification of any payable Charges, failing
which the amount charged shall be deemed correct and the Subscriber shall not be
entitled to dispute the same or bring any action or proceedings against CrimsonLogic
in respect thereof
(g) CrimsonLogic may impose a late payment interest of 1% per month or S$5.00
per failed cycle of direct debit whichever is higher, on Charges that are unsuccessfully
collected or outstanding from the due collection/payment date until actual collection/payment
date.
(h) In direct debit cases, the Subscriber will bear all charges imposed by
the relevant bank, including but not limited to charges in relation to maintenance
of the Subscriber's account, all debits of payment (whether successful or unsuccessful),
or overdrawn account. The subscriber will also bear all charges incurred by CrimsonLogic
in connection with the unsuccessful debit of payment from the Subscriber's bank
account.
(i) The Subscriber shall be responsible for the printing of its bills which
are made possible electronically as part of the Services. CrimsonLogic will not
be sending invoices to the Subscriber for the Charges incurred in the use of the
Services. Bills for ancillary services such as the Other Services will be rendered
by CrimsonLogic on a case by case basis and payment terms will be as stated in each
bill.
(j) In the event that CrimsonLogic is compelled to commence any legal action
to recover unpaid Charges, the Subscriber agrees that CrimsonLogic shall be entitled
to claim legal costs on a full indemnity basis from the Subscriber.
10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
10.1. THE SERVICES AND ALL ANCILLARY SERVICES (INCLUDING BUT NOT LIMITED TO TRAINING
AND TECHNICAL SUPPORT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CRIMSONLOGIC
DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, TO THE EXTENT PERMITTED BY LAW,
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.2. CrimsonLogic does not warrant that the Website and Services will meet the
Subscriber's requirements or that the Website and Services will be uninterrupted,
timely, secure or error-free. CrimsonLogic does not warrant the security of any
information transmitted over the Internet as no data transmission over the Internet
can be guaranteed as totally secure. Accordingly, any document or information which
is transmitted by the Subscriber, whether to CrimsonLogic or to any other party,
is transmitted at Subscriber's own risk.
10.3. CrimsonLogic is not responsible for the availability, content or security
of external websites or websites belonging to Service Providers which may be linked
or integrated with the Website. CrimsonLogic undertakes no liability, whether in
contract, tort or otherwise for the acts, neglects and omissions of the Service
Providers or other third parties, including without limitation third party providers
of telecommunication, computer or internet services or for faults in or failures
of their apparatus, equipment or systems.
10.4. CrimsonLogic shall not be liable to the Subscriber or any other party for
any damages, loss, cost or expense suffered by the Subscriber or any other party
as a result of:
(a) an action brought by a third party even if such loss was reasonably foreseeable
or CrimsonLogic has been advised of the possibility of the Subscriber or any other
party suffering or incurring the same;
(b) the reliance on or use of any data, information, content or matter provided
by the Service Provider via the Services or the accuracy, correctness or completeness
thereof;
(c) any errors, interruptions or other occurrence whatsoever arising out of
any form of communications or other facilities not provided by CrimsonLogic;
(d) any data or other information input, sent or received by or to the Subscriber
or through the Services;
(e) any inability to access the Services as a result of any error, interruptions,
malfunction, downtime or unavailability of the Singpass / Corppass system;
(f) the Subscriber and/or Authorised Users' failure to keep the Authorised
Users'password associated with the Singpass / Corppass system secure and confidential;
(g) the Subscriber's failure to keep CrimsonLogic updated on any change to
its Authorised Users; and
(h) any occurrence not due to CrimsonLogic's direct default.
10.5. In no event shall CrimsonLogic be liable for any loss of business, profit,
goodwill or any type of special, indirect or consequential loss regardless of the
form of action, whether in contract, tort or otherwise, and even if foreseeable
or if CrimsonLogic has been advised of the possibility of such damages. In particular,
CrimsonLogic shall not be liable for any legal professional fees or fees paid to
courts and/or governmental bodies which may have been incurred by the Subscriber
or any other third party as a result of any error in any document transmitted through
the Services.
10.6. The Subscriber shall indemnify and keep CrimsonLogic harmless against any
damage or claim by any parties which may arise out of this Agreement and agree to
notify such parties in writing that CrimsonLogic shall have no liability to them.
In the event any claim is made by such parties against CrimsonLogic, the Subscriber
shall take all steps to enforce its rights including but not limited to the institution
of legal proceedings, if necessary, against such parties to restrain them from bringing
such claims against CrimsonLogic.
10.7. CrimsonLogic shall not be responsible for any dealings (i) between the Subscriber
and the Service Providers or (ii) between the Subscriber and another Subscriber
whether or not such dealings are facilitated through the use of the Services.
10.8. The Subscriber agrees that it shall not bring any claims, actions or proceedings
whatsoever against the Service Providers in respect of any damages, loss, cost and
expense arising from the use or reliance on the data, information, content or matter
provided by the Service Providers via the Website or Services.
10.9. CrimsonLogic shall have no liability to the Subscriber for any loss, damage,
cost or expense arising from or in connection with this Agreement unless the Subscriber
shall have served notice on CrimsonLogic within one (1) year from the date the event
giving rise to the cause of action arose.
10.10. Neither party shall be responsible for failure to perform or fulfill its
commitments under this Agreement if such failure is due to any other circumstances
outside its control. Such circumstances comprise, but are not confined to, acts
of God, war, riots and sabotage.
10.11. CrimsonLogic shall not be held responsible for any failure to meet its obligations
under this Agreement to the extent that such failure is attributable to the effects
of any computer virus, a denial-of-service attack or a distributed denial-of service
attack or any other form of attack.
10.12. In any event, the liability of CrimsonLogic for loss, damage, cost or expense
to the Subscriber, for any cause whatsoever and regardless of the form of action,
whether in contract or in tort including negligence or otherwise, shall not exceed
a total of the last three (3) months' payments of monthly subscription fees in respect
of the Services under this Agreement by the Subscriber to CrimsonLogic.
11. GOVERNING LAW
11.1. This Agreement shall be governed by and construed in accordance with the laws
of Singapore. The parties agree to submit to the exclusive jurisdiction of the courts
of Singapore.
11.2. Recognizing the global nature of the Internet, the Subscriber agrees to comply
with all local rules regarding online conduct, acceptable content and use of the
Website and the Services. Details contained on the Website have been prepared in
accordance with Singapore law and may not satisfy the laws of any other country.
CrimsonLogic does not warrant that the details on the Website will satisfy the laws
of any country other than Singapore.
12. TERMINATION OF ACCESS
12.1. Either party may terminate this Agreement by thirty (30) days' prior written
notice to the other party.
12.2. Upon termination, the Subscriber and its nominees shall immediately cease
to use or access the Services.
12.3. Notwithstanding the foregoing, CrimsonLogic may cease immediately to provide
the Services and to terminate this Agreement forthwith if (i) the Subscriber goes
into liquidation or bankruptcy; or (ii) if the Subscriber breaches or fails to conform
to any obligation in accordance with this Agreement; or (iii) as provided under
Clause 9.1(e) of this Agreement.
12.4. Clauses 5.3 to 5.6, 5.9, 8, 10, 11, 12.4 and 13.1 shall survive the termination
of this Agreement.
13. GENERAL
13.1. The Subscriber shall not, in any litigation proceeding, challenge the admissibility
as evidence or the accuracy of a data log or electronic record provided by CrimsonLogic
in whatever form it may be presented.
13.2. Nothing in this Agreement shall constitute or be deemed to constitute a partnership
between CrimsonLogic and any Subscriber or Service Provider, nor constitute the
appointment of CrimsonLogic as agent of any Subscriber or Service Provider.
13.3. A waiver of breach or default under this Agreement by CrimsonLogic must be
in writing and shall not be a waiver of any other or subsequent default. Failure
or delay by CrimsonLogic to enforce compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition.
13.4. If any terms and conditions are held to be invalid, unenforceable or illegal
for any reason, the remaining terms and conditions will nevertheless continue in
full force.
13.5. The Subscriber shall not assign this Agreement or any part thereof without
the prior written consent of CrimsonLogic.
13.6. The Subscriber shall be deemed to have read this Agreement and agree to be
bound by the terms hereof. This Agreement is the entire agreement between the Subscriber
and CrimsonLogic with respect to the Services and it shall supersede all proposals,
prior Agreements, oral or written, and all other communications between the parties
relating to the subject matter of this Agreement.
13.7. No part of this Agreement is enforceable under the Contracts (Rights of Third
Parties) Act by a person who is not a party to it.