This Agreement (the "Agreement") is entered into between CSE Global Ltd ("CSE") and the Customer identified in the Application for the Services.
The parties
agree as follows:-
1. Definition
of Terms
1.1 The following words and expressions shall
have the following meanings assigned to them, unless the context otherwise
requires:-
“Account” means the account provided by CSE to a Customer for access to the Service;
“authentication code” means any identification or identifying code, password or any other authentication method or procedure;
“Content Provider” means the content provider to which online access is provided to the Customer via the System, including but not limited to IPOS;
"CSE" means CSE Global Ltd;
“Customer” means the party identified in the Application Form for ePatents Service whose application is approved and accepted by CSE;
“IPOS” means the Intellectual Property Office of Singapore;
"Ministry of Law" means the Ministry of Law of the Government of the Republic of Singapore;
"Services" means the services provided by CSE through the System from time to time upon the Customer’s registration or subscription;
"System" means the computer system, programming and telecommunication facilities developed by CSE for and on behalf of the Ministry of Law to facilitate the provision of access to members of the public to the Services;
"User ID" means the user identification name identifying the Customer and his authorised agent entitling the Customer or his authorised agent to access the Services.
2. Interpretation
2.1 Clause headings are inserted for
convenience of reference only and shall be ignored in the interpretation of
this Agreement.
2.2 In this
Agreement, unless the context otherwise requires:-
2.2.1 references to Clauses are to be construed as references to clauses of this Agreement;
2.2.2 words importing the plural shall include
the singular and vice versa;
2.2.3 words denoting a gender shall include all other genders;
2.2.4 words denoting a person shall include an individual, firm, company, corporations, statutory corporations, unincorporated body of persons or any State or any agency thereof;
2.2.5 a reference to a statute or a regulation also refers to any statute or regulation amending, consolidating or re-enacting the same; and
2.2.6 money references are references to Singapore currency.
3. Term of the Agreement
3.1 The term of the Agreement shall be from the date of CSE’s acceptance of the Customer’s application for the Services until termination in accordance with this Agreement.
4. Scope Of Services
4.1 CSE shall, subject to the payment of the requisite fees and charges by the Customer, and subject always to Clause 4.3, provide the Customer with the Services.
4.2 The Services are available to the Customer during such hours as may be notified by CSE to the Customer. CSE reserves the right to alter or extend the service hours from time to time as it may in its discretion think fit.
4.3 CSE reserves the right to modify, enhance,
upgrade or withdraw the Services. Where such changes in CSE’s judgement would
significantly alter the Services, CSE shall give the Customer at least thirty
(30) days' advance notice of such changes.
5. Terms of Payment
5.1 In consideration of the provision of Services by CSE, the Customer agrees as follows:
(a) Where payments are to be made by direct debit, the Customer shall complete, sign and furnish to CSE the GIRO Application Form and NETRUST Certificate Number.
(b) The Customer shall pay CSE –
(i) the charges in respect of the classes of account and the transaction charges and any charges incurred through the revocation of users under any account as may be amended by CSE from time to time;
(ii) any other expenses or charges incurred through the use of the account and the payment facilities provided by the Service; and
(iii) all statutory fees payable in respect of the transactions carried out through the Service.
(c) All fees and charges are due and payable at the time a transaction is made or service is requested.
(d) If collection of payment is unsuccessful, the Customer will be informed of the unsuccessful collection and requested to make available the funds and/or make any other arrangements deemed necessary with the bank within three (3) days, and the Customer shall inform CSE when they have completed the arrangement with the bank.
(e) If CSE does not receive any payment or notification as aforesaid from the Customer within 3 days from the notice of unsuccessful collection, the Services provided to the Customer shall be suspended. If CSE does not receive any said payment or notification from the Customer within 30 days from the notice of unsuccessful collection, CSE shall be entitled to terminate this Agreement forthwith in accordance with Clause 12.3. The above shall be without prejudice to the rights of CSE in respect of the non-payment of charges for the usage of the Services due from the Customer.
(f) The Customer shall notify CSE of any discrepancies in or objections to the charges or the amounts deducted from the Customer’s bank account pursuant to the aforesaid within thirty (30) days of such deduction failing which the amount charged or deducted shall be conclusively deemed correct and the Customer shall not be entitled to dispute the same or bring any action or proceedings against CSE in respect thereof.
5.2 Where payment of subscription fees, transaction and other charges are to be made by direct debit, the Customer shall complete, sign and furnish to CSE the GIRO Application Form. Payments shall be made by debiting the requisite funds from the designated bank account indicated in the GIRO Application Form, unless otherwise determined by CSE. Clauses 5.1 (d), (e) and (f) shall apply likewise.
5.3 For the purposes of continuing the Agreement, the Customer registering and subscribing for the Services (the “Subscription User”) shall make subsequent payment of subscription fees for the following subscription period (each period comprising three (3) months) at least one (1) month prior to the expiry of the current subscription period. In the event the Subscription User shall fail to make payment of requisite subscription fees for any following subscription period on or before the expiry of the current subscription period, CSE shall notify the Ministry of Law immediately and shall notify the Subscription User of the expiry or pending expiry of such subscription period. In the event no payment is made by the Subscription User within one (1) month of such notification by CSE or the expiry of the first (1st) month of the following subscription period, whichever is the earlier, CSE shall have the right to terminate this Agreement forthwith in accordance with Clause 12.3 below without prejudice to the rights of CSE in respect of the non-payment by the Subscription User.
6.
Obligations of Customer
6.1 The Customer shall -
6.1.1 obtain, install and maintain such suitable equipment and communication line(s) as may be specified by CSE for the provision of and access to the Services and payment for the Services;
6.1.2 be responsible for all activities and transactions performed with its Account, and shall ensure full control of and over authorised usage of the User ID for access to the Service; and
6.1.3 be responsible for the confidentiality of the password associated with the Account and User IDs assigned by CSE, and any authentication code that may be used in relation to the Account and shall ensure full control of the passwords and authentication codes used for access to the Services and shall not divulge or compromise such passwords or authentication codes.
6.2 The Customer and the users under the Customer’s account shall –
6.2.1 take full advantage of security mechanisms built into the System and shall change the passwords frequently;
6.2.2 comply with all notices, directions or instructions which may be given by CSE or IPOS from time to time in respect of the use of the Services as they shall deem necessary in their absolute discretion, including but not limited to any guidelines or policies or additional or modified terms and conditions which may be specified by CSE or IPOS in its absolute discretion;
6.2.3 comply with the rules, regulations, directions or instructions of any online service provider through which the Customer accesses the Services; and
6.2.4 notify CSE of any change of particulars furnished in relation to the application for the Account, or the users of the Account, as well as any revocation of the authority of any users of the Account.
6.3 The Customer and the users under the Account shall not –
6.3.1 permit any other person to use the User IDs other than those indicated in the application for Services;
6.3.2 use the Account, or allow the Account to be used, to carry out transactions other than for the Customer’s own purpose;
6.3.3 divulge, share or compromise the passwords;
6.3.4 use or attempt to use the User IDs of any other Customer;
6.3.5 use the System for activities different from those for which access is granted;
6.3.6 reveal details of any security mechanism included in the System to any unauthorised person;
6.3.7 test or examine security related to the System;
6.3.8 take any action which might reasonably be construed as likely to affect other Customers or users of the System;
6.3.9 take any action which might reasonably be construed as likely to alter or destroy the data or computer programs or to render them meaningless, useless or ineffective.
6.4 Notwithstanding other provisions of Clause 6, the Customer agrees and undertakes to effect, and not to bypass, all available features relating to security, authentication and integrity provided by the System in all submissions to IPOS via the System, including the affixing of digital signatures and encryption wherever applicable, for but not limited to the purpose of satisfying the provisions of the Electronic Transactions Act and the subsidiary legislation made thereunder.
6.5 The Customer shall ensure that any person named in the application for Services is competent to perform the transaction.
7. Confidentiality
7.1 CSE shall make all necessary arrangements and use its best efforts to keep the Customer's data and any other related information, including patent applications, in the System confidential and to protect the same from unauthorised access by a third party, but shall not in any way whatsoever guarantee the privacy or protection of such information belonging to the Customer.
7.2 In the event the Customer's data, patent registration applications and any other related information is modified, deleted or destroyed due to the negligence of CSE, or any of its employees, servants or agents, CSE’s sole liability shall be to use its best efforts to remodify, reconstruct or retrieve such data and any other related information, including patent applications.
7.3 In the event the Customer requires the release of any information or publication or material pertaining or relating to this Agreement, the Customer shall first seek the prior written approval from CSE.
8. Warranty
8.1 CSE makes no warranty with respect to, and the Customer assumes all responsibility for the programmes and data provided by CSE for access by the Customer, or any other parties, on the use of the Services.
9.
Liability
9.1 CSE shall not be liable to the Customer or any third party for any damages, loss, costs or expenses or any loss of profit, goodwill or any type of special, indirect or consequential or incidental loss or damage (including but not limited to loss to property or of profit, business, revenue or anticipated savings) suffered by the Customer or third party as a result of –
(a) any action brought by the Customer or a third party arising out of the access, use, or inability to use, the Service or any information therein, even if such loss was reasonably foreseeable, and regardless of whether CSE had been notified of such damages or claims;
(b) the reliance on or the use of any data, information, content or matter provided by the Content Provider via the System or the accuracy, correctness, timeliness and completeness thereof;
(c) the quality and performance of the System.
9.2 The Customer shall indemnify and keep CSE harmless against any damage or claim by any party which may arise out of or in connection with this Agreement and shall agree to notify such party in writing that CSE shall have no liability to it. In the event any claim shall be made by such party against CSE, the Customer shall take all necessary steps as shall be deemed necessary to enforce its rights, including but not limited to the commencement of legal proceedings against such party to restrain it from bring such claims against CSE.
9.3 CSE shall not be liable for any loss or damage caused by any alteration of the format or content of a print or display of information retrieved through the System, any system failure, hardware malfunction, manipulation of data, inadequate or faulty transaction, delay or failure to provide access to any Customer.
9.4 The Customer undertakes that it shall not bring any claims, actions or proceedings against the Content Provider whatsoever in respect of any damages, loss, cost and expense arising from the use or reliance of the data, information, content or matter provided by the Content Provider via the System. The Customer agrees that if it breaches the aforesaid undertaking, it shall indemnify and keep harmless CSE against any damages, loss, cost and expense arising from the aforesaid breach, howsoever caused.
9.5 CSE shall not be held liable by the Customer for any loss, damage, costs or expenses arising from or in connection with this Agreement unless the Customer shall have served CSE with notice of the event giving rise to such loss, damage, costs or expenses within one (1) year from the date of that event.
9.6 Notwithstanding any provision in this Agreement to the contrary, in the event CSE is held liable by the Customer for any loss, damage, costs or expenses arising from or in connection with this Agreement for any reason whatsoever and regardless of the cause of action, the liability of CSE liability shall not exceed a sum equivalent to the aggregate of payments for charges for the last three (3) months from the Customer to CSE in relation to the Services.
10. Force
Majeure
10.1 Neither CSE nor the Customer shall be liable for any breach of his/its obligations under this Agreement resulting from causes beyond his/its control including but not limited to acts of God, fires, strikes (of own or other employees), insurrection or riots, terrorist attacks, wars and sabotage (an "Event of Force Majeure").
11. Suspension of Service
11.1 CSE may suspend the Service at any time if –
(a) the Customer or any user under the Customer’s account has committed a security violation;
(b) unpaid charges and fees have been incurred by the Customer; or
(c) CSE deems such suspension necessary for any good and valid reason.
11.2 CSE may terminate this Agreement if access has been suspended for more than thirty (30) days pursuant to Clause 11.1.
12
. Termination
12.1 Either party may terminate this Agreement by providing the other party with at least one (1) month's written notice.
12.2 Upon the termination of this Agreement, CSE shall immediately cease to provide the Services to the Customer. CSE shall further terminate the Account and the right of any user to use the Account. On termination, the Customer shall pay CSE all unpaid fees and charges incurred by the Customer to the date of termination.
12.3 Notwithstanding the provisions of Clause 12.1, CSE reserves the right at any time and without notice –
(a) to withdraw the User ID and the password and thus the Customer’s access to the Service if the Customer has given any untrue or inaccurate information upon which CSE relied in entering into this Agreement or if there is any subsequent change in the status of the Customer thereafter;
(b) to terminate this Agreement forthwith if the Customer should go in to liquidation or bankruptcy, or if the Customer or any user under the Account breaches or fails to comply with any terms of this Agreement without compensation and without prejudice to its rights to damages;
(c) to terminate the account of the Customer pursuant to any instructions from IPOS.
13
. Assignment
The Customer shall not, without the prior written consent of CSE, assign this Agreement or any part thereof, or any User ID or the password, to any other party.
14
. Evidence
The Customer shall, in any legal proceedings, not challenge the admissibility as evidence or the accuracy of a data log provided by CSE in whatever form it may be presented.
15
. Notices
15.1 Unless otherwise provided in this Agreement,
any notices, demands or communication to be given or made
hereunder shall, if so required, be in writing and delivered personally or sent
by prepaid post or by courier service or facsimile transmission to the address
or facsimile number –
15.1.1 if to CSE, at the address or facsimile number which CSE may notify for purposes of this Agreement;
15.1.2 if to the Customer, at such address or facsimile number as may be indicated on the application for the Service.
15.2 Any notice, demand or communication from the
Customer shall be irrevocable and shall not be effective until received by
CSE. Any notice, demand or communication
from CSE to the Customer shall be deemed to have been duly served :-
15.2.1 if sent by facsimile transmission, on the day of dispatch;
15.2.2 if sent by courier or delivered personally, when left at the address specified in Clause 15.1 above; and
15.2.3 if sent by prepaid post, by two (2) days of dispatch, and in proving the same it shall be sufficient to show an acknowledgement of receipt issued by the post office in Singapore.
15.3 Notwithstanding the provisions of Clauses 15.1 and 15.2, any exchange of communication (in the ordinary course of business) between CSE and the Customer shall be effected by electronic mail or any electronic media, in which event, such communication shall not be deemed to be received by the designated receiving party unless and until such electronic communication has been received by that party and such communication is in a format readily decipherable by that party's messaging system.
16
. Severance
If any provision of this Agreement or part thereof is rendered void, illegal or unenforceable by any law to which it is subject, its shall remain rendered void, illegal or unenforceable to that extent and no further.
17.
Governing Law and
Jurisdiction
17.1 This Agreement shall be deemed to be an
agreement made in Singapore and shall be governed by and construed in
accordance with the laws of Singapore for every purpose, and the parties hereto
hereby submit to the exclusive jurisdiction of the Singapore courts.