These terms and conditions (“Terms”) cover your use of Inquisico’s Services. By using our Services, you agree to these Terms; and where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
We may change these Terms from time to time. If the changes include material changes that affect your rights or obligations, we will notify you of the change. You are deemed to have agreed to the new Terms if you continue to use the Services after you have been notified of the changes, and once the changes come into effect. If you do not agree to the new Terms, you must stop using the Services.
1 ACCEPTABLE USE
1.1 By agreeing to these Terms, you’re agreeing that, when using the Services, you will not:
(a) do anything illegal;
(b) cause damage or injury to any person or property; violate privacy rights; infringe property rights;
(c) copy any part of the Services (including brands, logos, or other materials generated by and/or belonging to us);
(d) take or allow any action to be taken that diminishes the value or changes, obscures or interferes with the appearance of any trademark or logos generated by and/or belonging to us;
(e) access or use the Services to build or support, directly or indirectly, products or services which are competitive to our Services; or
(f) licence, transfer, assign, distribute, outsource, sell, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party except as permitted by these Terms or with expressed permission from us.
(collectively, the “Acceptable Use Policy”).
2 PROVISION AND USE OF THE SERVICE
2.1 We will use reasonable efforts to provide the Service:
(a) in accordance with these Terms and Singapore law;
(b) exercising commercially reasonable care, skill, and diligence; and
(c) using suitably skilled, experienced, and qualified personnel.
2.2 Our provision of the Service grants you a non-exclusive, non-sublicensable, non-assignable right to use the Services in accordance with these Terms, unless earlier terminated in accordance with these Terms, solely for your internal business purposes (“Purpose”).
2.3 In addition to other rights that we have in these Terms, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action shall include, without limitation, removing or disabling access to material in violation.
2.4 You must notify Inquisico promptly about any possible misuse of your accounts or authentication credentials or any security incident related to the Services.
3 PAYMENT TERMS
3.1 If you purchase a service then one or more of these payment terms apply to your purchase and you agree to them.
(a) The fees payable for each Service are to be paid in the manner described in the Quotation or Proposal.
(b) When you purchase the Services on a Subscription basis, for example monthly, every 3 months, or annually (“Subscription”), you agree to authorize recurring payments as described in the manner described in the Quotation or Proposal until the Service is terminated by you or Inquisico. This clause does not absolve you from any early termination fees.
(c) We may change the prices of Services at any time, if you are materially affected by the price change, we will notify you by email, or other reasonable manner, at least 14 days before the price change. If you do not agree to the new prices, you must stop using the Services. If the Subscription is offered to you at a fixed Term and price, that price will remain in force for the Term.
3.2 We may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by our primary trading bank as at the due date (or, if our primary trading bank ceases to quote that rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum.
4 OWNERSHIP RIGHTS
4.1 Subject to clause 4.3, you acknowledge and agree that Inquisico and/or its licensors own all Intellectual Property Rights in the Services, any derivative works thereof, and anything developed or delivered by or on behalf of Inquisico and/or its licensors under this Agreement. You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights. Except as expressly stated otherwise herein, these Terms do not grant you any rights to, under or in, any patents, copyright, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any rights or licences in respect of the Services.
4.2 You shall not do anything to, or permit or authorize anything that will, or is likely to, jeopardize our or our licensors’ intellectual property rights, including
(a) copying, modifying, adapting, or reverse engineering any of Inquisico’s intellectual property;
(b) purporting to sub-licence Inquisico’s intellectual property to third parties without Inquisico’s prior written consent;
(c) registering or attempting to apply for any registration in respect of Inquisico’s intellectual property;
(d) deleting or tampering with any proprietary notices on or in Inquisico’s intellectual property.
4.3 Title to, and all Intellectual Property Rights in, the Your Content (as between the parties) remains your property, and you shall have sole responsibility for the legality, reliability, integrity for maintaining and handling any Personal Data in Your Content in compliance with the Personal Data Protection Act (2012) of Singapore.
4.4 You grant us and must obtain all necessary consents from the relevant individual the right to host, use, store, copy, process, display, transmit, make available and communicate Your Content for any purpose in connection with the exercise of our rights and performance of our obligations pursuant to and per these Terms. You have sole responsibility for obtaining all rights related to Your Content required by us to perform the Services.
4.4 You may have access to Third Party Content through the use of the Services. Unless otherwise expressly stated, all ownership and intellectual property rights in and to Third Party Content and the use of such content shall be governed by separate terms and conditions between you and the third party.
5.1 Any information identified by you or Inquisico in writing as confidential (“Confidential Information”) may be used only in connection with the planning, provisioning, and for the purposes for which the Confidential Information was disclosed. You agree to protect the confidentiality of the Confidential Information in the same manner that you protect the confidentiality of your proprietary and confidential information of like kind; and exercise reasonable care in protecting such Confidential Information.
5.2 You may however disclose Confidential Information:
(a) to your directors, employees, or agents (“Representatives”) on a need to know basis, where these Representatives are aware of, bound, and complies by obligations of confidentiality contained hereunder; or
(b) as required by law, or by an order of court or tribunal of competent jurisdiction.
5.3 In the event disclosure of Confidential Information is required by any government or regulatory authority or by an order of a court of competent jurisdiction, you shall notify Inquisico in writing as soon as possible and shall, before any such disclosure, allow Inquisico an opportunity to intervene.
5.4 Your obligation of confidentiality contained herein shall not apply to information which:
(a) is already in your or your Representatives’ possession before disclosure by Inquisico;
(b) is publicly available through no fault or breach of these Terms by you or your Representatives;
(c) is rightfully received by a party from a third party without restriction and breach of these Terms; or
(d) is independently developed by you or your Representatives, whether on your own or jointly with other parties, without the use of or reference to the Confidential Information.
6.1 We warrant we will provide the Services with reasonable care according to clause 2.1 and in all material respects (“Warranty”).
6.2 For any breach of Warranty, our entire liability shall strictly be to remedy the non-compliance that caused the breach of Warranty. Only if we cannot substantially correct the non-compliance in a reasonable manner will you be entitled to terminate the Services in writing, in which case we will refund to you the pro-rated fees for the terminated Services that you pre-paid to us for the Service rendered in question.
6.3 We do not warrant that the Services will be performed uninterrupted or error-free, that we will rectify all errors, or that the Services will meet your requirements or expectations. We are not responsible for any issues related to the performance, operation, corruption of data, or security of the Services that arise from Your Content or Third Party Content.
6.4 To the maximum extent permitted by law, and apart from the Warranty under Clause 6.3, all other express and implied warranties or conditions (including for software, hardware, systems, networks or environments or for merchantability, satisfactory quality and fitness for a particular purpose) are hereby excluded.
7 LIMITATION OF LIABILITY
7.1 In no event will Inquisico or its Representatives be liable for any:
(a) loss of profit (excluding fees payable under this agreement), revenue, savings, business, use, data (including Content), and/or goodwill; or
(b) consequential, indirect, incidental, or special damage or loss of any kind.
7.2 In no event shall the aggregate liability of Inquisico arising under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, exceed the total amounts already paid for the Services for the twelve (12) months immediately preceding the event giving rise to such liability.
8 TERM, TERMINATION, AND SUSPENSION
8.1 Unless terminated under clause 8, these Terms and your right to access and use the Subscription Service:
(a) starts on the Start Date; and
(b) continues until a party gives at least 7 days’ notice that these Terms and your access to and use of the Subscription Service will terminate on the expiry of that notice.
8.2 If the Subscription option you have selected includes a minimum Term, the earliest date for termination under clause 8.1 will be the expiry of that Term.
8.3 On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
8.4 No compensation is payable by us to you as a result of the termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
8.5 We may suspend part or all of your access to, or use of, the Services if we believe that:
(a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services;
(b) there is a violation of the Acceptable Use Policy.
8.6 Where reasonably practicable and lawfully permitted, we will provide you with prior notice of any such suspension. We will use reasonable efforts to re-establish access to the Services promptly after we determine that the issue causing the suspension has been resolved. During any suspension period, we will make Your Content (as it existed on the date of suspension) available to you. Any suspension under this paragraph shall not excuse you from your obligation to make payments under these Terms.
8.7 We may terminate any or all of the Services with immediate effect where you:
(a) have committed a material breach that is not capable of remedy;
(b) have committed a breach of these Terms which is capable of remedy, but fail to correct the breach within 14 days of a notice of the breach. Except for non-payment of fees, we may agree in our sole discretion to extend the period for so long as you continue to make reasonable efforts to cure the breach;
(c) have gone into liquidation whether compulsorily or voluntarily (except for the purpose of a bona fide reconstruction or amalgamation).
8.9 At any time prior to 30 days after the date of termination, you may request a copy of the Data stored using the Service, provided that you pay our reasonable costs of providing that copy. We will provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software. After the end of the 30 days, we may delete or otherwise render inaccessible any of the Your Content that remains in the Services.
9.1 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.
10 FORCE MAJEURE
10.1 Inquisico shall not be responsible for failure or delay of performance if caused by a Force Majeure. However, Inquisico will use reasonable efforts to mitigate the effect of a Force Majeure event. If such event continues for more than 30 days, you may terminate the Services upon written notice. This Clause does not excuse you from your obligation to pay for the Services up to the date of termination.
11.1 If you wish to issue a notice, make any claims or complaints to Inquisico, or if you become subject to insolvency or other similar legal proceedings, you will promptly send written notice to Inquisico at our registered address.
11.2 We may give notices applicable to our Services, 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.
12.1 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.
13 GOVERNING LAW AND JURISDICTION
13.1 These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the law of the Republic of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
14.1 Before accepting our Quotation or Proposal, you are solely responsible for determining whether it is suitable for your purpose, though we will provide our assistance and co-operation concerning your efforts to determine such suitability. Additional fees may apply to any additional work performed by Inquisico or changes to the Services. You remain solely responsible for your regulatory compliance in connection with your use of the Services.
14.2 Our business partners and any third parties that are retained by you to provide consulting services, implementation services, or applications that interact with the Services, are independent of Inquisico and are not Inquisico’s agents. We are not liable for, bound by, or responsible for any problems with the Services or Customer Content arising due to any acts of any such business partner or a third party, unless the business partner or third party is providing Services as our subcontractor on an engagement ordered by Inquisico, in which case we would be responsible only to the extent of our obligations under these Terms.
14.3 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 the remaining provisions will remain effective.
14.4 Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4, 5, 7, 9, and 13, continue in force.
14.5 This Agreement does not create any agency, partnership, or joint venture.
14.6 This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act of Singapore (Cap. 53B Rev Ed, 2002).
15 ENTIRE AGREEMENT
15.1 You agree that these Terms and the information which is incorporated into these Terms by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the Services ordered by you and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.
“We”, “us” or “our” means Inquisico, entity number 53425035A, a business registered in Singapore whose registered address is at 20 Maxwell Road, #03-13 Maxwell House, Singapore 069113.
“Data” means all data (including but not limited to text, binary, audio, images, and video), and information (including personal information)
“Content” means all Data, software, and other content and material, in any format.
“Fees” means the applicable fees set out on our Quotation, Proposal, pricing page on our Website or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 3.1.
“Force Majeure” means acts, events, or circumstances beyond the control of the parties including but not limited to an act of war, terrorism, or sabotage; an act of God; or outages not caused by us.
“Intellectual Property” has a consistent meaning, and includes any enhancement, modification, or derivative work of the Intellectual Property.
“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, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.
“Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
“Personal Data” has the meaning ascribed in the Personal Data Protection Act (2012)
“Proposal” means the Proposal prepared by Inquisico
“Quotation” means the Quotation prepared by Inquisico
“Services” means the Products and Services (including any Software) set out in the Quotation or Proposal
“Term” means the duration of a Subscription for a specific Services.
“Third Party Content” means all Content obtained or derived from third party sources
“You” or “your” means you or, if applicable, both you and the other person on whose behalf you are acting.
“Your Content” means Content owned, held, used, created by you or on your behalf, and any Third Party Content that is stored using, or inputted into, the Service. This shall exclude any property belonging to Inquisico.
Words in the singular include the plural and vice versa, unless otherwise defined.