These Terms are binding on any use of the Service and apply to You from the time that AM8ZE provides You with access to the Service.
By registering to use the Service You acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom You use the Service.
“AM8ZE” means AM8ZE Pte. Ltd. which is incorporated in Singapore.
“Payable Fees” includes the Subscription Fees, Development Fees, Hosting Charges, Maintenance Fees and Service Fees (where applicable and excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
“Data” means any data keyed by You or with Your authorised personal into the system.
“Fee Schedule” means the information relating to subscriptions and billing set out on the AM8ZE subscriptions and billing pages on the , or any other page(s) on the notified by AM8ZE, which may be updated or amended by AM8ZE from time to time.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Support” refers to conducting of regular checks and provision of status reports on Hosting Performance. as well as weekly database back-ups at a stipulated time as determined by AM8ZE.
“Invited User” means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
“Service” refers to the AM8ZE ERP and SaaS Solutions, e-Invoicing and Digital Marketing Services.
“e-invoicing” means, including but not limited to, the printing of invoices or invoices with QR codes, conversion of such invoices into a digital format for facilitating electronic exchange of invoices, and generating payment files for submitting to banks for payment.
“e-Invoicing Services” means the e-invoicing services made available to the Subscriber via the AM8ZE, in consideration of the Fees paid or payable by such Subscriber.
“PEPPOL” means the set of technical artefacts and specifications that can be implemented in existing national and/or cross-border electronic procurement solutions and electronic business exchange services, that enable users to submit business documents including but not limited to electronic forms and invoices.
“PEPPOL AP Platform” means the PEPPOL Access Point Platform, for which the Subscriber could access to by virtue of its subscription of the Services.
“Losses” means any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever (including any investigative, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding).
“Indemnified Persons” shall have the meaning ascribed to it in Clause 9(ii).
“Subscriber” means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“You” means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning.
“Customer” means the customer of the Subscriber or the party whom the Subscriber is contracting with.
- Use of Software
AM8ZE grants You the right to access and use the Service with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
- An invoice for the Payable Fees will be issued in accordance with the details set out in the Fee Schedule. AM8ZE will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 6.
Subscription Fees are non-refundable if Subscriber cancels or if the Subscription is terminated for cause. As of the effective date of cancellation or termination Subscriber shall no longer be able and shall have no further right to access or use the Services which have been cancelled or terminated.
All AM8ZE invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Payable Fees.
This contract for services is payable by means of a Subscription Fee. Payment of Fees shall be made by means of a charge by AM8ZE against Licensee’s Cash, bank debit or credit card account, and Licensee agrees to keep said account current and in good standing such that charges against the same may be collected; AM8ZE is not obligated to prorate or to refund any accrued Fees. Fees are due and payable to AM8ZE Pte Ltd at its office in 50 Raffles Place, #37-00 Singapore Land Tower, Singapore 048623. AM8ZE retains the right to, and shall, terminate Licensee’s access to the Software if Licensee is delinquent as defined above.
- Preferential Pricing or Discounts
You may from time to time be offered preferential pricing or discounts for the Payable Fees because of the number of organizations that You have added to the Service or that have been added with Your authority or because of Your use of the Service (‘Organizations’). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Payable Fees in relation to all Your Organizations. Without prejudice to any other rights that AM8ZE may have under these Terms or at law, AM8ZE reserves the right to render invoices for the full (non-discounted) Payable Fees due or suspend or terminate Your use of the Service in respect of any or all Your Organizations in the event that any invoices for those Payable Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
- General Obligations
You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by AM8ZE. You may use the Service on behalf of others or to provide services to others but if You do so You must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
- You shall ensure the Data uploaded or inputted to the PEPPOL AP Platform is true, accurate and complete in all respects, and in no way misleading. If any Data uploaded or inputted to PEPPOL AP Platform, whether or not for the purpose of the use of the Services, is false or in any way inaccurate and such inaccuracy resulted in any direct or indirect losses or damages suffered by AM8ZE, you shall indemnify AM8ZE in accordance to Clause 9 below.
- You shall ensure that the Data and information is transmitted or in any way delivered to the PEPPOL Platform via AM8ZE Platforms in a secure and confidential manner.
- You hereby agree and permit AM8ZE and the PEPPOL appointed Access Point to register you as a Subscriber of the Services on the PEPPOL Platform, and to send and receive e-invoices via the PEPPOL Platform on your behalf.
- Notice of Termination
- This Agreement shall continue for the initial period set out in the duly endorsed Sales Agreement (the “Term“).
- Either Party may terminate this Agreement by serving on the other Party at least one month’s advance written notice.
- If you:
- breach any of the terms under this Agreement and do not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of Clause 3 or any payment of Fees are not paid in full in accordance with the requirements set out in the Clause 5); or
- You or your business become insolvent or your business goes into liquidation or has a receiver or manager appointed of any of its assets or if you become insolvent, or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction, AM8ZE may take any or all of the following actions, at its sole discretion:
- notwithstanding the other terms of this Agreement, terminate this Agreement immediately and your access to the PEPPOL AP Platform and use of the Services;
- suspend immediately for any definite or indefinite period of time, as the case may be, your access to the PEPPOL AP Platform and use of the Services; or
- suspend or terminate access to all or any Data immediately.
- For the avoidance of doubt, if payment of any Fees due in relation to you, any of your billing contacts or any of your organizations is not made in accordance with the requirements set out in Clause 5, AM8ZE may immediately suspend or terminate your (and your organizations’) access to the PEPPOL AP Platform, use of the Services, or right to access to all or any Data.
- If this Agreement, your (and your organizations’) access to the PEPPOL AP Platform, use of the Services, or right to access to all or any Data is terminated pursuant to Clause 6(ii) AM8ZE will not be subject to any liabilities, and you shall not be entitled to any rights to make any claims against AM8ZE.
- Termination of this Agreement is without prejudice to any rights and obligations of the Parties accrued up to and including the date of termination. Upon any expiration or termination of this Agreement for any reason:
- all rights, licences, consents and authorisations granted by either Party to the other hereunder shall immediately terminate;
- you shall immediately cease all use of the PEPPOL AP Platform and the Services;
- you shall promptly within 5 Business Days return to AM8ZE, or at AM8ZE’s written request destroy all documents and tangible materials containing, reflecting, incorporating, or based on any Confidential Information, (2) permanently erase all Confidential Information from all systems you directly or indirectly control, and (3) certify to AM8ZE in a signed written instrument that you have complied with the requirements of this Clause;
- AM8ZE shall refund to you any Fees paid in advance for Services that AM8ZE has not performed as of the effective date of Termination; and
- you shall remain liable for any accrued charges and amounts which become due for payment before or after termination and shall pay all such previously accrued but not yet paid charges and amounts on receipt of AM8ZE’s invoice therefore.
- Access Conditions
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify AM8ZE of any unauthorized use of Your passwords or any other breach of security and AM8ZE will reset Your password and You must take all other actions that AM8ZE reasonably deems necessary to maintain or enhance the security of AM8ZE’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of AM8ZE’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services;
- not attempt to gain unauthorized access to any materials other than those to which You have been given expressed permission to access or to the computer system on which the Services are hosted;
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use either of them for normal operation.
During the Subscription Period, AM8ZE will provide Subscriber with the support described in this paragraph (hereinafter “Support”) on a local office’s business hours basis which shall ordinarily be from 9 AM through 6 PM, Monday through Friday excluding PH. In AM8ZE sole determination, Support shall consist of telephone or electronic support to Subscriber to help Subscriber locate and, on Subscriber’s own efforts, correct problems with the Services.
- You indemnify AM8ZE against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to AM8ZE, including (but not limited to) any costs relating to the recovery of any Payable Fees that are due but have not been paid by You.
- You shall indemnify AM8ZE and all of AM8ZE’s officers, directors, shareholders, beneficial owners, employees, sub-contractors, agents and Affiliates thereof (the “Indemnified Persons”) against any cost, claims, damage, expense, loss or liability (as to the amount of which the certificate of AM8ZE will, in the absence of manifest error, be conclusive) which AM8ZE may suffer or incur, or has suffered or incurred as a consequence of the occurrence of (a) any breach of this Agreement, (b) any violations of laws by you, (c) any Data uploaded or inputted by you to the AM8ZE Platform, (d) any viruses, worms, Trojan horses or any contaminating or destructive software introduced by you, (e) any act, omission or negligence of The Subscriber or its subcontractor that causes or results in the Customer being in breach of the PDPA in Clause 12 (vi) any such obligation you may have to AM8ZE, including, but not limited to, any costs and expenses relating to the recovery of any Fees that are due but have not been paid by you, and (vii) any claim of whatsoever nature by your customers against you or AM8ZE, or otherwise in connection with this Agreement.
- In no event shall AM8ZE be liable for any loss of profits, business, data (personal or otherwise) or information or for any incidental, indirect, special or consequential damages whether arising from negligence, breach of contract or otherwise, even if informed of the possibility of these losses or damages. AM8ZE shall not be liable for any losses arising out of or relating to any of its actions or omissions to act under this Agreement, except to the extent that any such losses are caused by the wilful misconduct, fraud or negligence of AM8ZE..
- AM8ZE shall be entitled to rely upon without further enquiry, any communication which AM8ZE believes in good faith to be given or made by you (whether through the use of the Services or by any other means), irrespective of any error or fraud contained in the communication or the identity of the individual who sent the communication and you shall indemnify and hold AM8ZE harmless from and against all actions, proceedings, costs, claims, demands, expenses or losses of any nature (direct or indirect) which AM8ZE may suffer, incur or sustain as a consequence of accepting and/ or acting upon any such confirmation
- Intellectual Property
- General. Title to, and all Intellectual Property Rights in the Services and any documentation relating to the Services remain the property of AM8ZE (or its licensors).
- Ownership of Data. Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the AM8ZE Payable Fees when due. You grant AM8ZE a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- Backup of Data. You must maintain copies of all Data input into the Service. AM8ZE adheres to its best practice policies and procedures to prevent data loss, including a weekly system data back-up regime, but does not make any guarantees that there will be no loss of Data. AM8ZE expressly excludes liability for any loss of Data no matter how caused.
- Third-party applications and Your Data. If You enable third-party applications for use in conjunction with the Services, You acknowledge that AM8ZE may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. AM8ZE shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
- You hereby irrevocably grant all such rights and permissions in or relating to the Data as are necessary to AM8ZE to enforce this Agreement and to exercise AM8ZE’s rights and perform AM8ZE’s obligations hereunder, including such rights and permissions to use, copy, transmit, store, and back-up the Data and performing data-analytical functions on the Data for the purposes of providing the Services and enabling you to access AM8ZE Platform, and for any other purpose related to the provision of Services to you.
- Information Security
- You must maintain copies of all Data uploaded or input in AM8ZE Platform.
- AM8ZE shall have the right to retain all Data for at least three (3) calendar months from the date that such Data was uploaded to or used by AM8ZE Platform. You expressly acknowledge that AM8ZE may reveal or give access to the Data to other organisations within the PEPPOL transport infrastructure, and waive any obligation of confidentiality and give your full consent to the foregoing.
- You shall be responsible for taking reasonable and prudent measures in accordance with good industry practice to safeguard the security of the Data in your possession, including but not limited to maintaining appropriate firewalls, encryption and anti-virus protection.
- AM8ZE adheres to its best practice policies and procedures to prevent data loss, but does not guarantee that there will be no loss of Data. AM8ZE expressly excludes liability for any loss of Data no matter how caused, whether or not AM8ZE is at fault.
- You expressly acknowledge that AM8ZE may store the Data on any cloud platform maintained by third party service providers, subject to appropriate standards under the applicable laws. For the avoidance of doubt, AM8ZE shall not be liable for any direct or indirect loss or harm you or your customers may suffer or incur in connection with the cloud platform maintained by third party service providers.
- To the extent that any Data is lost or damaged due to any act or omission of AM8ZE, AM8ZE shall take such steps to restore the relevant Data as commercially reasonable in the circumstances. For this purpose, you shall provide AM8ZE with such back-ups of the lost or damaged Data as you are responsible for maintaining.
- By agreeing to use the Services, you expressly consent and grant AM8ZE all rights and permissions in or relating to the collection, usage and storage of Data by AM8ZE and/or its Affiliates, for the purposes of (a) improving our services to of our services to you, and (b) developing new services, including but not limited to the provision of any financing services facilitated by AM8ZE and/or its Affiliates to you, which will be set out in a separate financing agreement that you may enter into with AM8ZE and/or its Affiliates. In the event AM8ZE requires the sharing and transfer of Data to other third parties for any purpose, AM8ZE will inform you and seek your consent separately.
- Handling and Protection of Personal Data
- Compliance with PDPA. The Subscriber shall comply with all its obligations under the PDPA at its own cost.
- Process, Use and Disclosure. The Subscriber shall only process, use or disclose Customer Personal Data: (a) strictly for the purposes of [fulfilling its obligations and providing the services required] under this Agreement; (b) with the Customer’s prior explicit consent; or (c) when required by law or an order of court, but shall notify the Customer as soon as practicable before complying with such law or order of court at its own costs.
- Transfer of personal data outside Singapore. The Subscriber shall not transfer Customer Personal Data to a place outside Singapore without the Customer’s prior written consent. [If the Customer provides consent, The Subscriber shall provide a written undertaking to the Customer that the Customer Personal Data transferred outside Singapore will be protected at a standard that is comparable to that under the PDPA. If the Subscriber transfers Customer Personal Data to any third party overseas, the Subscriber shall procure the same written undertaking from such third party].
- Security Measures. The Subscriber shall protect Customer Personal Data in The Subscriber’s control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Customer Personal Data, or other similar risks.
- Access to Personal Data. The Subscriber shall provide the Customer with access to the Customer Personal Data that The Subscriber has in its possession or control, as soon as practicable upon Customer’s written request.
- Accuracy and Correction of Personal Data. Where the Customer provides Customer Personal Data to The Subscriber, the Customer shall make reasonable effort to ensure that the Customer Personal Data is accurate and complete before providing the same to The Subscriber. The Subscriber shall ensure that the Customer Personal Data in its possession or control is accurate and complete and to take steps to correct any errors. This allows Customers to ensure that their personal data are kept accurate and complete. In any case, The Subscriber shall take steps to correct any errors in the Customer Personal Data, as soon as practicable upon the Customer’s written request.
- Retention of Personal Data. The Subscriber shall not retain Customer Personal Data (or any documents or records containing Customer Personal Data, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement.
- The Subscriber shall, upon the request of the Customer: (a) return to the Customer, all Customer Personal Data; or (b) delete all Customer Personal Data in its possession, and, after returning or deleting all Customer Personal Data, provide the Customer with written confirmation that it no longer possesses any Customer Personal Data. Where applicable, The Subscriber shall also instruct all third parties to whom it has disclosed Customer Personal Data for the purposes of this Agreement to return to The Subscriber or delete, such Customer Personal Data.
- Notification of Breach. The Subscriber shall immediately notify the Customer when The Subscriber becomes aware of a breach of any of its obligations.
- Warranties and Acknowledgements
- AM8ZE does not warrant that the access to the PEPPOL Platform and the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the PEPPOL Platform or the use of Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the PEPPOL Platform or use of the Services. AM8ZE is not in any way responsible for any such interference or prevention of your access to the PEPPOL Platform or use of the Services.
- AM8ZE is not your accountant and the access to AM8ZE platform and the use of the Services does not constitute the receipt of accounting advice. If you have any accounting questions, please contact a certified public accountant.
- It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.
- AM8ZE gives no warranty about the PEPPOL AP Platform and the Services. Without limiting the foregoing, AM8ZE does not warrant that the PEPPOL AP Platform and the Services will meet your requirements or that it will be suitable for any particular purpose. For the avoidance of doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non- infringement.
- Limitation of Liability
- The extent of the Parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
- Subject to Clause 13(vii), AM8ZE’s total liability shall not exceed:
- an amount equal to the aggregate Fees paid to Supplier in the 12-month period immediately preceding the first incident giving rise to the loss, or
- for incidents occurring in the first 12 months of this Agreement, an amount equal to the paid and projected Fees for that period.
- Subject to Clause 13(vii), AM8ZE shall not be liable for consequential, indirect or special losses.
- Subject to Clause 13(vii), AM8ZE shall not be liable for (or required to remedy) any of the following (whether direct or indirect):
- loss of profit;
- loss of Data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated);
- harm to reputation or loss of goodwill;
- damage resulting, directly or indirectly, from any use of, or reliance on, the AM8ZE Platform, the Services or Website; or
- any problem arising from or caused by your use of the Services in a manner inconsistent with this Agreement.
- We will not be liable for any loss or damage caused by a virus, distributed denial of service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the PEPPOL AP Platform and the Services, or to your downloading of any contents or website linked to or relating to AM8ZE Platform and the Services.
- Notwithstanding any other provision of this Agreement, the liability of the Parties shall not be limited in any way in respect of the following:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other losses which cannot be excluded or limited by applicable law.
- Entire Agreement