Terms of Use

Last Updated: 22 July 2022

 

PLEASE READ CAREFULLY BEFORE USING THE NOVUSDEMIA LMS.  

 

These Terms of Use (the “Terms”) and our Privacy Policy, together with the documents referenced herein, sets forth the terms and conditions between you and Rajah & Tann Technologies Pte. Ltd. (“RTTech”, “us”, “we” or “our”) governing the use of the Novusdemia Hub (the “Platform”) accessible at https://hub.novusdemia.com/ (the “Website”). The Platform is designed to operate on most modern web-browsers, including Chrome, Safari, Microsoft Edge and Mozilla Firefox. You  may only utilise the Platform in accordance with these Terms, which shall be effective immediately upon your acknowledgement and acceptance of it as set out hereunder. We do not sell nor license the Platform to you and we remain owners of the Platform at all times. 

 

IMPORTANT NOTICE: 

 

BY ACCESSING, BROWSING OR USING THE PLATFORM OR CLICKING ON THE "ACCEPT" BUTTON BELOW YOU (I) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE; (II) REPRESENT THAT YOU ARE OF LEGAL AGE ABOVE THE AGE OF 18 YEARS OLD; AND (III) ACCEPT AND AGREE TO THESE TERMS WHICH WILL BIND YOU.

 

IF YOU DO NOT AGREE TO THESE TERMS AND OUR PRIVACY POLICY, WE WILL NOT GRANT YOU THE USE OF THE PLATFORM TO YOU AND YOU MUST STOP THE USE OF THE PLATFORM NOW BY CLICKING ON THE "DECLINE" BUTTON BELOW.  

1.       Acknowledgements 

 

1.1.     The Platform is a cloud-based learning management system through which a user can register for and access various material displayed on or produced through or made available on the Platform (including but not limited to information, text, illustrations, graphics, video and sound recordings (all of the foregoing the “Content”)) provided by third parties (the “Content Providers”). A Content Provider shall mean the provider of any Content, regardless of whether all intellectual property rights in the Content are owned by the provider, or where the provider has been granted a licence from the owners of the intellectual property rights in such Content. For the avoidance of doubt, RTTech does not own any intellectual property rights in any Content hosted on the Platform.

 

1.2.     These Terms apply to the use of the Platform or any of the services accessible through the Platform, including any and all updates, revisions, supplements, additions, amendments and variations to the Platform, unless they come with separate terms, in which case those terms apply. If any open-source software is included in the Platform, the terms of an open-source licence may override some of the terms of these Terms. 

1.3.     These Terms shall be read together with our Privacy Policy and any other agreement(s) that you agree to be bound by in the course of your use of the Platform. If there is any conflict between any of these agreements, the latest of the agreements into which you have agreed to shall take precedence.  

 

1.4.     We reserve the right to update, revise, supplement and otherwise modify these Terms at any time and we will update you by sending you a notification with details of the change or notifying you of a change when you next access the Platform. Any such changes to these Terms will be effective immediately and the new terms may be displayed on-screen and you may be required to read and accept them to continue your use of the Platform. If you do not agree to the updated Terms, you should not use the Platform.  

 

1.5.  In order to use the Platform you must have a compatible device, examples of which include a mobile telephone or laptop computer. You will be assumed to either own the device accessing the Platform, or have obtained permission from the owners of the device that are controlled by you to access the Platform. You or they (as the case by be) may be charged by your or their service providers for internet access on the devices. You accept responsibility in accordance with the terms of these Terms for the use of the Platform on or in relation to any device, whether or not it is owned by you.

2.      Privacy

 

2.1.    Protecting your privacy is important to us. All information we collect through or in connection with the Platform is subject to our Privacy Policy where we describe our privacy practice and explain how we may use any data collected in the course of your use of the Platform. For the avoidance of doubt, you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to aggregate all analytical and technical data that is not personal data, with other similar data provided by other users in an anonymous manner for our internal purposes.

 

3.      Registration, Access and Use of the Platform

 

3.1.     To access the Platform, you may be asked to provide certain registration details or other information. You acknowledge that all information provided by you is complete and accurate as at the time of registration, and that you will update the said information, from time to time, should any change occur. You agree that all information you provide to register with the Platform, including but not limited to through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information which is consistent with our Privacy Policy.

 

3.2.     We may refuse to register your account for any reason at our sole and absolute discretion. We also reserve the right to disable any user name, password or other identifiers, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms or our Privacy Policy, or any applicable laws or regulations, or at the direction of any governmental or regulatory authorities.

 

3.3.    You are responsible for keeping your account login details and password confidential and you shall not disclose your account login details and password to any third party. You also agree to accept responsibility for all activities that occur using your account and the results of such use. If you believe there has been an unauthorised use of your account, you must notify us immediately.

 

3.4.      If you are a user authorised to use the Platform on behalf of your employer or organisation:

 

(a)       you agree to these Terms separately and distinct from your employer or organisation;

 

(b)   you will only be granted access to certain functions and materials in the Platform that your employer or organisation has indicated that you are to be given access to; and

 

(c)        you will be provided with a unique user ID which you cannot change, alter or amend.

3.5.    If you are accessing the Platform as a representative of your employer or organisation, you represent and warrant that you are duly authorised to accept these Terms on behalf of your employer or organisation and are duly authorised to bind your employer or organisation.

4.       Third Party Material and Content 

 

4.1.     The Platform may display, include or make available third-party content (including data, information, applications and other products, services and/or materials) and provide links to third-party websites or services, including through third-party advertising (collectively the “Third-Party Materials”). We shall not be responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.  

 

4.2.    The Platform may contain links to other independent third-party websites (“Third-Party Sites”). Third-Party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-Party Sites, including the purchase and use of any products or services accessible through them. 

 

5.      Content

 

5.1.      The Platform is a medium in which Content provided by Content Providers are made available to users.

 

5.2.     We do not claim ownership over the Content. The Content remains the property and works of Content Providers and we shall not be responsible for the Content, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Content. 

 

5.3.     All Content is protected by copyright and other intellectual property laws. You may only use the Content for your own personal, non-commercial use and only in accordance with these Terms all laws that apply to you. We are not responsible for your use of Content in any way that breaks the law. You agree you will abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Platform, and will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the Content Providers, and (ii) in any way that violates anyone else’s (including our) rights. You may download or copy certain Content for your own personal, non-commercial use only, provided that you maintain all copyright and other notices contained in such Content. Copying or storing of any Content other than personal, non-commercial use is expressly prohibited without prior our written permission or from the copyright holder identified in such Content’s copyright notice.

 

5.4.    In the course of using the Platform, you and other users may provide Content which may be used by us in connection with the Platform and which may become visible to certain other users of the Platform who are within your organisation (“User Submissions”). You retain ownership of the rights you may have in relation to your User Submissions. You grant other users of the Platform within your organisation a non-exclusive license to access these User Submissions through the Platform and to view such User Submissions as permitted through the functionality of the Platform and under these Terms. User Submissions which you have provided will not be made available to other users of the Platform other than those who are within your organisation.

 

5.5.   Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Platform.

6.       Terms restrictions 

 

6.1.     Except as expressly set out in these Terms or as permitted by any local law, you agree: 

 

(a)       not  to copy, reproduce, republish, display, broadcast, hyperlink, mirror, frame, transfer, or transmit any part of the Platform or the Content except where it is incidental to normal use of the Platform or the Content, or where it is necessary for the purpose of back-up or operational security; 

 

(b)    not to vary, make alterations to, modifications of, translate, adapt or otherwise create derivative works or improvements, whether or not patentable of the whole or any part of the Platform or the Content, or permit the Platform or the Content or any part of it to be combined with, or become incorporated in, any other programs; 

 

(c)     not to rent, lease, sell, license, sub-license, assign, distribute, publish, loan, merge, transfer or otherwise make available the Platform or any features or functionality (including object and source code) of the Platform, or any of the Content available on the Platform, to any person for any reason, including by making the Platform or the Content available on a network where it is capable of being accessed by more than one device at any time;  

 

(d)     not to disassemble, decompile, reverse-engineer, decode or otherwise attempt to derive or gain access to the source code on the whole or any part of the Platform or attempt to do any such thing except to the extent that (by virtue of the Patents Act) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Platform with another software program, and provided that the information obtained by you during such activities:  

 

(i)         is not unnecessarily disclosed or communicated without our prior written consent to any third party; and 

 

(ii)       is not used to create any software that is directly or indirectly, competitive with or in any way a substitute for the Platform; 

 

(e)       not to use any scraper, robot, bot, spider, crawler or any other automated device or means to access, acquire, copy or monitor any portion of the Platform, the Content or any data found or accessed through the Platform;

 

(f)    not to remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Platform or of the Content, including any copy thereof;

 

(g)     not to use the Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Platform, the Content or any operating system; 

 

(h)       not to infringe our intellectual property rights or those of any third party in relation to your use of the Platform or the Content (to the extent that such use is not licensed by these Terms);

 

(i)      not use any illustrations, photographs, video or audio sequences or any graphics in the Content separately from the accompanying text;

 

(j)        not to transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or the Content; 

 

(k)     not to use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

 

(l)      not to collect or harvest any information or data from the Platform or the Content, or attempt to decipher any transmissions to or from the servers running the Platform;

 

(m)     not to violate any applicable laws, regulations or ethical or professional rules of conduct in connection with your use of the Platform; and

 

(n)        to keep all copies of the Platform secure.

 

(collectively, the “Terms Restrictions”). 

7.      Acceptable use restrictions 

 

7.1.      Without prejudice to Terms Restrictions as set out in Clause 6:

 

(a)      your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

 

(b)       you may store files that are automatically cached by your Web browser for display enhancement purposes.

 

(c)    you may print copies of a reasonable number of pages of the Platform or Website for your own personal, non-commercial use and not for further reproduction, publication or distribution;

 

(d)    if we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications; and

 

(e)     if we provide social media features with certain content, you make take such actions as are enabled by such features.

 

8.      Payment and Refunds

8.1.       You or your organisation that authorises your usage of the Platform (as the case may be, and shall be collectively referred to in this section as “you” and “your”) shall pay the subscription fees to access the Platform and/or any specific Content (“Subscription Fees”) as determined by us in accordance with this Clause 8.

8.2.       By paying the Subscription Fees, you shall be granted access to the Platform and specified Content for a duration of time as we may notify on the Website  (“Access Period”). The access to the Platform and specified Content is strictly only available during the Access Period, and there will be no extension of time to access any specified Content outside of the Access Period unless a separate payment has been made to us.

8.3.       All payments for Subscription Fees by you must be:

(a)     paid by telegraphic or bank transfer, PayNow or Stripe to our designated bank account as communicated to you. Any and all charges (including bank charges) incurred connected with such remittance shall be wholly borne by you; and

(b)     paid without counterclaim and free and clear of any withholding or deduction.

 

8.4.       If any sum due and payable by you to us under these Terms is not paid by the due date, then (without prejudice to any of our other rights and remedies under these Terms or at law), we reserve our right to:

(a)     suspend further performance of any of our obligations under these Terms including suspending your access to the Platform; and

(b)     disable your password, account and access to all or part of the Platform and we shall be under no obligation to provide any services while the invoice(s) concerned remain unpaid.

We shall not be liable to you for such failure to perform or delay resulting therefrom nor for your inability to use the Platform or any part thereof.

8.5.      Except as expressly provided for otherwise, you shall be responsible for all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated (hereinafter referred to as “Taxes”), arising out of or in connection with the Platform, including but not limited to, any tax which you are required to withhold or deduct from payments to us, except any income tax imposed upon us by the Inland Revenue Authority of Singapore.

8.6.      If Taxes pursuant to Clause 8.5 above are required to be paid, you shall pay such additional sums as are necessary to ensure that we receive a net amount equal to the Subscription Fees which we would have received had the payment not been made subject to such Taxes.

8.7.     To request a refund, please contact us at [email protected]. If we accept your request for a refund, we will issue a credit note or use a method of refund based upon your original payment method. Please note the following:

(a)     we will only offer a refund if your request for refund is made within 14 days of your subscription purchase and you have not consumed a significant portion of the Content, as determined by us in our sole discretion;

(b)    we will only remit refunds to a bank account where the name of the bank account holder matches the payor’s name/information; and

(c)    by requesting a refund, you agree that you are solely responsible for, and we are entitled to offset against any refund made to you, any and all fees, costs, charges, and expenses related to such refund.

8.6.      Whether a refund would be made, and in what manner the refund would be made, is at our sole discretion. Without limiting the generality of the foregoing, if we believe that you are not acting in good faith, such as if you’ve consumed a significant portion of the Content that you seek to refund or if you’ve previously refunded Content purchased from us, we reserve the right to deny your refund, restrict you from other future refunds, ban your account, and/or restrict all future use of the Platform.

9.      Intellectual Property Rights 

 

9.1.      You acknowledge that all intellectual property rights in the Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or Content Providers of such material and are protected by copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, that rights in the Platform are not sold or licensed to you, and that you have no rights in, or to, the Platform, the technology or other documents or material found accessible through the Platform other than the right to use each of them in accordance with the terms of these Terms. 

 

9.2.      All trademarks, service marks, trade names, and logos are proprietary to us or used by us with the permission of its third-party providers. Nothing contained on in this the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on this website without our written permission. Your use of the trademarks displayed in this the Platform, or any other content in this the Platform, except as provided herein, is strictly prohibited. You acknowledge that you have no right to have access to the Platform in source-code form. 

 

9.3.      Our company name, brand name and trademarks, our logo and all related names, logos, product and service names, designs and slogans are our trademarks or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on the Platform are the trademarks of their respective owners.

10.    Disclaimer of Warranties

 

10.1.   To the maximum extent permitted by applicable law, the Platform and all content within are provided "as is" and "as available", with all faults and defects without warranty or representations of any kind, and we on our own behalf and on behalf of our affiliates and its and their respective licensors and service providers or otherwise, with respect to the Platform, hereby expressly disclaim all warranties and representations with respect to the Platform, whether express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, of satisfactory quality, of conformance with a particular description, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. We do not warrant or represent that your enjoyment of the Platform will be without interference, that the Platform is free of viruses or other harmful components or codes, that the functions contained in the Platform will meet your requirements, that the operation of the Platform will be uninterrupted or error-free, or that defects in the Platform will be corrected. No oral or written information or advice given by us or our authorised representative shall create any warranty or representation. Should the Platform prove defective, you assume the entire cost of all necessary servicing, repair or correction in respect of your systems or devices used to access the Platform.  

 

10.2.   We make no representation or warranty as to the completeness, accuracy or currentness of information or content provided in the Platform. Such information is also subject to change at any time without notice.  

 

11.   Limitation of liability 

 

11.1.  You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform meet your requirements.  

 

11.2.  We only supply the Platform for your personal use in accordance with the requirements of your organisation or the Content Provider. You agree not to use the Platform for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of data, loss of business, loss of reputation or goodwill, or loss of business opportunity. 

 

11.3.  To the fullest extent permitted by applicable law, in no event will we or our affiliates or any of our or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the Platform for: 

 

(a)     personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill business interruption, computer failure or malfunction or any other consequential, incidental, indirect, exemplary, special or punitive damages; 

 

(b)       direct damages in amounts that in the aggregate exceed the amount actually paid by you for the Platform; or 

 

(c)      any loss of data or consequential damage in the event of any temporary disruption, denied access for whatever reason and/or technical failure due to, including but not limited to, any update, revision, supplementation, modification, technical repair, software maintenance or otherwise change to the Platform. 

 

11.4.  The foregoing limitations in will apply whether such damages arise out of breach of contract, tort (including negligence) or otherwise and regardless of whether such damages were foreseeable or whether we were advised of the possibility of such damages. 

11.5. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMER OF WARRANTIES IN CLAUSE 10, LIMITATION OF LIABILITY IN THIS CLAUSE 11, INDEMNITY IN CLAUSE 12 AND THE ALLOCATION OF RISKS HEREIN AND IN THE OTHER PROVISIONS OF THESE TERMS ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH RTTECH WOULD NOT HAVE PROVIDED ACCESS TO THE PLATFORM TO YOU. 

12.   Indemnification 

 

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS OR EXPENSES OF WHATEVER KIND, INCLUDING REASONABLE LEGAL FEES ARISING FROM OR RELATING TO YOUR USE OR MISUSE OF THE PLATFORM OR YOUR BREACH OF THESE TERMS. FURTHERMORE, YOU AGREE THAT WE ASSUME NO RESPONSIBILITY FOR THE CONTENT YOU SUBMIT OR MAKE AVAILABLE THROUGH THE PLATFORM.  

 

13.   Force Majeure

 

12.1.  Without prejudice to Clause 10 (Disclaimer of Liabilities) and Clause 11 (Limitation of Liability), we shall have no liability to you under these terms if it is prevented from or delayed in providing access to the Platform, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation:

 

12.2.   If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms: 

 

(a)      acts of God, flood, fire, earthquake, or explosion;

 

(b)     pandemic, the onset of infectious diseases, issuance of quarantine or other prohibition or restrictive orders by any governmental or public authority;

(c)     war, terrorism, invasion, or act of insurgency;

(d)      national or regional emergency;

 

(e)     strikes, labour stoppages or slowdowns or other industrial disturbances, riots or other civil unrest;

(f)     embargoes or blockades, or passage of a law or any action taken or regulations imposed by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition;

(g)     any complete or partial government shutdown; or

(f)     national or regional shortage of adequate power or telecommunications or transportation.

(collectively “Force Majeure Events”).

14.   Monitoring and Enforcement; Termination 

 

14.1.  The term of these Terms commences when you download the Platform and will continue in effect until terminated by you or us as set forth in this Clause 14

 

14.2.  You may submit a written request to us requesting the termination of your Account. Upon our acknowledgement that your Account had been terminated, these Terms shall be terminated. We may nonetheless archive your account for audit purposes. This Clause 14.2 shall not prejudice any minimum notice period which had been made known to you before your use of Novusdemia Hub.

14.3.  We may discontinue, suspend or modify the Platform at any time without notice and may block, terminate or suspend your access to the Platform at any time without notice for any reason in our sole discretion, including without limitation any violation of these Terms or our Privacy Policy, even if access continues to be allowed to others. In addition, we have the right to take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.

14.4.  On being blocked, suspended or on termination of your use of the Platform for any reason: 

 

(a)         all rights granted to you under these Terms shall cease; 

 

(b)         you must immediately cease all activities authorised by these Terms;  

 

(c)     you must immediately delete or remove the Platform from all devices, and immediately destroy all copies of the Platform then in your possession, custody or control and certify to us that you have done so;

 

(d)       we may, in addition to the above, either suspend, block or delete your account and all personal data and information that you have provided and

 

(e)        we shall not be liable or responsible for any expenses you have incurred in the use of the Platform and we shall not be obliged to refund you any fee or expense that you may have incurred.   

 

14.5. Termination of these Terms (howsoever occasioned) shall not affect any accrued rights or liabilities of any party (including payment obligations) nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination, including without limitation to Clauses 2 (Privacy), 5 (Content), 8 (Intellectual Property Rights), 10 (Disclaimer of Warranties), 11 (Limitations of Liability), 12 (Indemnity), 14 (Monitoring and Enforcement; Termination), 17 (General Terms), 18 (Governing Law and Jurisdiction), and 19 (Interpretation).   

 

15.   Communication between us 

 

15.1.   If you wish to contact us in writing, or if any condition in these Terms requires you to give us notice in writing, you can send this to us by e-mail at [email protected]. We will confirm receipt of this by contacting you in writing, normally by e-mail.  

 

15.2.   If we have to contact you or give you notice in writing, we will do so by e-mail to the email address you provide to us in your request for the Platform. 

 

16.   Notices 

 

16.1.   All notices between both parties provided for or permitted under these Terms or by law shall be in writing and shall be deemed duly served when (i) delivered, if delivered by courier or other messengers (including registered mail) during normal business hours of the recipient; (ii) if transmitted by fax or e-mail, when sent during the addressee’s normal business hours, and on the next business day, if sent after the addressee’s normal business hours; (iii) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or (iv) on the tenth business day following mailing, if mailed by airmail, postage prepaid; in each case addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

 

17.   General Terms

17.1.  Entire Agreement 

 

Subject to any letter of engagement entered into between your employer or the organisation you work for and us and the subscription therein to the Platform, these Terms and our Privacy Policy constitute the entire agreement between you and us with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform. 

 

17.2.  No Partnership 

 

No agency, partnership, joint venture or employment relationship is created as a result of these Terms and neither you nor we have any authority to bind the other in any respect.  

 

17.3.   Assignment 

 

You shall not transfer or assign all or any of your rights or obligations under these Terms to any person except with the written consent of us and as expressly permitted under these Terms.

 

17.4.   Rights of Third Parties 

 

No person has any right under the Contract (Rights of Third Parties) Act (Cap. 53B) of Singapore to enforce any provision of these Terms. 

 

17.5.   Waiver 

 

No failure to exercise and no delay by us in exercising, any right, power or remedy in connection with these Terms (each a “Waiver Right”) shall operate as a waiver of that Waiver Right, nor shall any single or partial exercise of any Waiver Right preclude any other or further exercise of that Waiver Right or the exercise of any other Waiver Right. Any express waiver of any breach of these Terms shall be in writing and shall not be deeded to be a waiver of any subsequent breach.  

 

17.6.   Severability 

 

Each of the conditions or provisions of these Terms operates separately. If any condition or provision in these Terms shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the remainder of these Terms shall not be affected.  

 

18.   Governing Law and Jurisdiction 

 

18.1.   These terms shall be governed by the laws of the Republic of Singapore.

 

18.2.  The parties agree that if a dispute arises under, out of, or in connection with these Terms, including any question regarding the existence, validity or termination of these Terms, they shall in good faith try to settle the same by mediation at the Singapore Mediation Centre (“SMC”) or the Singapore International Mediation Centre (“SIMC”) in accordance with SMC’s or SIMC’s Mediation Procedure in force for the time being. Either/any party may submit a request to mediate to SMC or SIMC upon which the other party will be bound to participate in the mediation within forty-five (45) days thereof. Every party to the mediation must be represented by a partner or senior executive personnel of at least the seniority of a Head of Department or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC or SIMC. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.

18.3.  In the event that mediation fails to resolve the dispute, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") 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. The seat of the arbitration shall be Singapore. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the SIAC. The language of the arbitration shall be English. The arbitral award made and granted by the arbitration tribunal shall be final, binding and incontestable, may be enforced by a party against the assets of the other party/parties wherever those assets are located or may be found and may be used as a basis for judgement thereon in Singapore or elsewhere.  

18.4.  For the purpose of enforcing this agreement and notwithstanding anything in Clauses 18.2 and 18.3 above, we have absolute discretion to seek equitable relief from a court of competent jurisdiction, as we may choose, without first attempting to resolve a dispute under Clauses 18.2 and 18.3 above, and you hereby submit to the jurisdiction of the court which we may seek relief from under this subclause. For the avoidance of doubt, the right under this subclause is only extended to us and not to you.

 

19.   Interpretation 

 

19.1.   Any words following the terms “including”, “include”, “in particular” or “for example” or any similar phrase shall be construed as illustrative and shall not limit the generality of the related general words. 

 

19.2.   In these Terms, any reference to any legal entity or individual person includes, where appropriate, a reference to its authorised agents, delegates, successors or nominees. Expressions in the singular form include the plural and vice versa. 

 

19.3.   No rule of law (or interpretation to the effect) that an ambiguity in a document is to be construed against the party drafting or preparing such document shall apply in respect of these Terms.  

 

19.4.   Any reference to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof, or to any regulation or order made under such law, statute or enactment (or under such a modification or re-enactment).  

 

19.5.   The headings used in these Terms are for convenience of reference only and are not to affect the construction of, or to be taken into consideration in, interpreting these Terms.