Product Terms and Conditions
- GENERAL
1.1. These Product Terms and Conditions (“Terms and Conditions”) apply to any use of the DEX Product (meaning the data sharing infrastructure allowing consent-based exchange of data across multiple participants, including any components (interfaces, components, plugins, etc) to enable or enhance data exchange or related functions) (the “DEX Product”), which is owned and operated by Singapore Trade Data Exchange (SGTraDex) Technologies Private Limited (hereinafter, “SGTD”). SGTD reserves the right to update or modify these Terms and Conditions from time to time.
1.2. Please read these Terms and Conditions carefully. By creating and / or using an Organization Admin Account or User Account (as defined below) (either, an “Account”) to access the DEX Product, and / or by using the DEX Product, you unconditionally agree to be legally bound by these Terms and Conditions. If you do not agree to these Terms and Conditions, do not create an Account or use the DEX Product.
1.3. In case of any violation of these Terms and Conditions, SGTD reserves the right to seek all remedies available by law and in equity for such violations. These Terms and Conditions apply to all use and attempted use of the DEX Product, both now and in the future.
1.4. SGTD may amend, update or modify these Terms and Conditions any time and from time to time. An up-to-date version of these Terms and Conditions shall be published on SGTD’s website, and you agree that it is your responsibility to periodically review SGTD’s website to determine if any amendments have been made to the Terms and Conditions. Your use of the DEX Product after such changes have been posted will constitute your agreement to the modified Terms and Conditions and all of the changes.
2. RIGHT OF ACCESS AND YOUR ACCOUNT
2.1. If you create an administrator account with administrator rights and the ability to access the administrative portal (“Organization Admin Account”), you agree that:
2.1.1. your entire organisation (including any employees who may use a User Account (as defined below) is legally bound by these Terms and Conditions; and
2.1.2. the person(s) who created, operates and/or has responsibility for the Organization Admin Account has the authority to bind your entire organisation (including any employees who may use a User Account (as defined below)) to these Terms and Conditions.
2.2. Only the Organization Admin Account can be used to create user accounts (“User Accounts”) for users in your organisation to access the DEX Product. If you do so, you agree:
2.2.1. that you shall not create or give access to any User Accounts to any users outside your organisation; and
2.2.2. that you shall be responsible for ensuring that anyone who uses or has access to a User Account shall comply with these Terms and Conditions.
2.3. The DEX Product is only accessible with an Account. Any use or attempted use of the DEX Product without an Account is prohibited. Unless otherwise authorised or permitted by SGTD, you must register for an Account, or log into your existing Account to use the DEX Product.
2.4. You can access the DEX Product with your login credentials (depending on mode of access, this may include your DEX Product username and password, your SingPass / Corp Pass login credentials, and/or any other credentials you may use to access the DEX Product) (collectively, the “Login Credentials”). You are responsible for the confidentiality, safekeeping and security of your Account details and all Login Credentials that are required to access your Account. For example, you must not share your Login Credentials with anyone else.
2.5. You must notify SGTD immediately if you know or suspect that the confidentiality of your Login Credentials or Account has been compromised or accessed without your permission. To protect the confidentiality of your Login Credentials and Account, SGTD may require you, from time to time, to change your password and you agree to do so when required. If SGTD is investigating suspected misconduct, or if you do not comply with these Terms and Conditions, SGTD may disable your Account and/or Login Credentials without giving any reason or prior notice. SGTD is not liable or responsible for any loss or damage arising out of or in connection with your Account and/or Login Credentials being disabled.
2.6. You agree that:
2.6.1. you will be liable and responsible for any transaction or activity conducted through, or purported to be conducted through, your Account;
2.6.2. any information, data, instructions or communications, whether or not authorised by you, referable to your Login Credentials, will be deemed to be information, data, instructions or communications transmitted and validly issued by you; and
2.6.3. you will be responsible for any information, data, instruction or communication, whether or not authorised by you, referable to your Login Credentials, and SGTD may act upon, rely on and hold you responsible and liable, as if the same were carried out, transmitted or issued by you.
2.7. When Login Credentials are used, SGTD will use reasonable efforts to check that Login Credentials are used in the manner that SGTD requires for you to use your Account. However, SGTD is not required and is unable to verify or investigate the authenticity of any transaction or activity conducted through your Account or referable to your Login Credentials. You agree that you will not hold SGTD responsible or liable, in any way whatsoever, for losses, costs, expenses or damages suffered or incurred by you or any third party if there is any unauthorised use of your Account.
2.8. Termination of your Account may occur in one of the following ways:
2.8.1. Upon the termination of your Services Agreement with SGTD (if applicable);
2.8.2. After 180 days of inactivity (SGTD will first suspend your Account after 90 days of inactivity. If your account is suspended, you will not be able to access the DEX Product. If there continues to be no activity on your Account for a further 90 days after suspension, your Account will be terminated. For the purposes of this clause, “inactivity” or “no activity” means no data sharing activity having occurred in relation to your Account (for Organization Admin Accounts, this means no data sharing activity having occurred in relation to your entire organization, i.e., in relation to the Organization Admin Account or any associated User Accounts). For the avoidance of doubt, data sharing activity may occur even without you logging into your Account); or
2.8.3. You send a request in writing to SGTD to terminate your Account.
3. YOUR OBLIGATIONS AND RESPONSIBILITIES
3.1. You shall:
3.1.1. undertake not to provide any unauthorised third party with access to and use of the DEX Product;
3.1.2. ensure at all times that your access and use of the DEX Product complies with this Agreement and with all applicable laws;
3.1.3. take commercially reasonable efforts to:
- prevent any unauthorised access to, use or disclosure of any data or information shared or received through the DEX Product (“Shared Data”), whether from SGTD or from any other user of the DEX Product (“Participant”), and notify SGTD and the affected Participant (if any) as soon as practicable, and in any event within three (3) working days of becoming aware of any such unauthorised access or use (However, if such unauthorised access or use results, or is likely to result, in significant harm to the SGTD or any other Participant, this timeline is shortened to the next working day);
- ensure that reasonable safeguards and controls are implemented and maintained to protect the Shared Data from unauthorised access, use, disclosure, or modification. Such safeguards and controls may be physical; administrative; and/or technical, and shall include data security and protection controls featuring the following: asset security; access management; network security; data security; security monitoring and management; and data privacy controls including but not limited to the following: document retention; data usage; authorisation; and accuracy.
- ensure that Shared Data is stored, maintained, and processed solely with reasonable safeguards and controls regarding segregation of access to and storage of Participants’ Shared Data; and process controls to avoid any unauthorised co-mingling of Shared Data; and
- ensure that all personal data (as defined in the Personal Data Protection Act 2012 (“PDPA”)) shall be removed (or where such removal is not reasonably practicable, anonymised, de-identified or masked such that it cannot be referred back to any individual) from any Shared Data before the Shared Data is submitted or otherwise made available to the DEX Product. Each Participant is responsible for ensuring that it complies, at its own expense, with the PDPA and any other applicable personal data protection laws, regulations and/or (only where applicable) directives for government agencies. No Participant shall attempt to identify any natural person from any anonymised, de-identified or masked personal data included in any Shared Data. The Parties agree that insofar as SGTD may be a network service provider, it shall be excluded from liability under the PDPA to the extent provided under the Electronic Transactions Act 2010 of Singapore (as amended from time to time).
3.2. You shall not:
3.2.1. sell, resell, license, distribute, sublicense, lease or otherwise make available to any person access to the DEX Product, except as expressly permitted by this Agreement;
3.2.2. use the DEX Product to store, transmit or make available any unlawful material, or to store, transmit or make available any material (including Shared Data) in violation of any third party rights (including but not limited to intellectual property or privacy rights);
3.2.3. incorporate, introduce or store any Malicious Material on the DEX Product or use the DEX Product to spread or transmit any Malicious Material;
3.2.4. cause physical or technical harm to the DEX Product, including but not limited to interfering with, causing deterioration to, or disrupting the integrity or performance of the DEX Product, or using any device, software or routine to interfere or attempt to interfere with the proper working of the DEX Product; or
3.2.5. modify, copy or create derivative works based on the DEX Product (or any part, feature, function or user interface thereof), or disassemble, reverse engineer, or decompile the DEX Product.
3.2.6. use any robot, spider, other automatic device, or manual process to monitor or copy any parts of the DEX Product or the Contents (defined at Clause 5.1 below) without SGTD’s prior written permission;
3.2.7. take any action that imposes an unreasonable or disproportionately large load on SGTD’s websites, systems, platforms, networks and servers.
For the purposes of this Clause 3.2, “Malicious Material” refers to (a) any material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs; and/or (b) any automated program or script, including but not limited to web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which by making multiple server requests per second, unduly burdens or hinders the operation and/or performance of the DEX Product.
3.3. Without prejudice to Clauses 3.1 and 3.2, you shall:
3.3.1. keep any Confidential Information strictly confidential (including taking reasonable measures to prevent any unauthorised or inadvertent access or disclosure);
3.3.2. not disclose any Confidential Information to any person without SGTD’s prior written consent, except as permitted in this Clause 3;
3.3.3. notify SGTD without undue delay in the event of any such unauthorized or inadvertent access or disclosure; and
3.3.4. not use or permit or assist any person to use, any Confidential Information for any purpose save as expressly provided or contemplated under these Terms and Conditions.
For the purposes of this Clause 3.3 and 3.4:
(a) “Confidential Information” means (i) any information disclosed to you by SGTD; or (ii) any information obtained in connection with these Terms and Conditions and/or your use of the DEX Product or access to the DEX Product, that is sensitive or proprietary or relates to the customers, operations, financials, affairs, suppliers, trade secrets, or business affairs of SGTD, that is reasonably understood to be confidential given the nature of the information and circumstances surrounding its disclosure, whether expressed to be confidential or not.
Confidential Information does not include information that:
(i) is in the public domain other than as a result of disclosure in breach of these Terms and Conditions;
(ii) is independently developed by you without reference to SGTD’s Confidential Information;
(iii) prior to its disclosure by SGTD, was lawfully available to or in your possession without any breach of any confidentiality restrictions; and
(iv) SGTD agrees in writing is free from confidentiality restrictions.
3.4. Notwithstanding Clause 3.3 above, you may disclose Confidential Information if and to the extent that the disclosure:
3.4.1. is made on a strict “need to know” basis to your officers, employees, agents, and contractors who need to receive such Confidential Information for the purposes of the use of the DEX Product, provided that:
3.4.1.1. you shall ensure that the party to whom Confidential Information is disclosed is subject to confidentiality obligations which are no less protective than this Clause 3; and
3.4.1.2. you shall be responsible for any breach of confidentiality by the party to whom Confidential Information is disclosed in respect of such Confidential Information disclosed;
3.4.2. is made to your legal or professional advisors in connection with these Terms and Conditions; or
3.4.3. is required by applicable law (including pursuant to any request, notice or order from any governmental or regulatory body or court of competent jurisdiction), or is otherwise required pursuant to any request, notice or order from any law enforcement / security agency, provided that you shall:
3.4.3.1. restrict disclosure to the information expressly required to be disclosed; and
3.4.3.2. where legally permissible, notify SGTD as soon as practicable in writing of such request(s) or obligations so as to enable SGTD to have reasonable opportunity to contest such disclosure.
3.5. Certain features of the DEX Product may utilize third party tools or software. By using our platform, you agree that your data may be processed by third-party providers as part of the delivery of our services, and your use of the DEX Product may accordingly involve your use of such third party tools or software. You agree that your obligations and responsibilities as outlined in these Terms and Conditions in relation to the DEX Product shall apply equally to your use of such third party tools or software, and that you will undertake these obligations and responsibilities in relation to such third party tools or software with the same level of diligence.
4. RESERVATION OF RIGHTS
4.1. SGTD reserves all rights to deny or restrict access to the DEX Product to any particular person, or to block access from a particular Internet address to the DEX Product, at any time, without having to give any reason or prior notice thereof.
4.2. Without prejudice to Clause 4.1, if your use of the DEX Product is in breach of these Terms and Conditions or the Services Agreement (if applicable), SGTD may immediately disable your Login Credentials and terminate your Account without notice and to take all such action as SGTD considers appropriate, desirable or necessary.
4.3. SGTD retains the discretion to determine whether or not to provide maintenance and support services for the DEX Product, and if so, the type and nature of such maintenance and support services.
4.4. You agree that, without prejudice to Clause 2.5, SGTD may, at SGTD’s discretion and without stating any reasons whatsoever, take such verification measures which may include:
4.4.1. measures that require you to prove your identity or confirm or validate the actions conducted on your Account by alternative means; and
4.4.2. measures declining or delaying to act on actions conducted on your Account until your identity has been verified or such actions have been validated in accordance with Clause 4.4.1 above.
Please note that SGTD will never ask you for your Login Credentials, whether as a verification measure or otherwise.
4.5. For the avoidance of doubt, SGTD will not be under any obligation to take any verification measure in Clause 4.4. SGTD will also not be responsible or liable for any loss, liability or expense suffered or incurred by you arising, directly or indirectly, from any verification measure taken by SGTD in accordance with Clause 4.4.
5. PROPRIETARY RIGHTS
5.1. The DEX Product and all materials, including but not limited to the information, text, images, photographs, video, graphics as well as any software programs available on or through the DEX Product or any of its websites, systems, platforms, networks and servers, but excluding the Shared Data (collectively, the “Contents”), are protected by copyright, trademark and other forms of proprietary rights. All rights, title and interest in the Contents are owned by, licensed to or controlled by SGTD.
5.2. No license or right is granted to you, and your access to and/or use of the DEX Product should not be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Contents without the prior written consent of SGTD.
6. RESTRICTIONS ON USE OF INFORMATION
6.1. The Contents shall not be reproduced, republished, uploaded, posted, transmitted, distributed, stored, adapted, displayed, altered or otherwise used in whole or in part in any manner, without the prior written consent of SGTD.
6.2. Modification of any of the Contents or use of the Contents for any purpose will be a violation of SGTD’s copyright and other intellectual property rights. Graphics and images on the DEX Product or any of SGTD’s websites, systems, platforms, networks and servers are protected by copyright and may not be reproduced or appropriated in any manner without the prior written consent of their respective copyright owners.
6.3. The design and layout of the DEX Product and all of SGTD’s websites, systems, platforms, networks and servers is protected by intellectual property and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound, image or search engine may be copied or transmitted unless you receive prior written consent from SGTD.
7. DISCLAIMER & LIMITATION OF LIABILITIES
7.1. To the maximum extent permitted by applicable law, the Parties agree that their liabilities shall be subject to this Clause 7 herein.
7.1.1. In relation to Shared Data, SGTD shall not be liable to any Participant or any other person for any loss incurred by a Participant or any other person resulting from:
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- any inaccurate or incomplete Shared Data contributed, provided or received by Participants;
- any use or reliance on any Shared Data, or any data, information, content or matter provided between Participants via the DEX Product; and
7.1.2. any non-permitted access to, use, or disclosure of Shared Data by another Participant In relation to the DEX Product:
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- the Company does not warrant that the DEX Product will be uninterrupted, timely, or error-free and shall not be responsible for any damages which are suffered as a result of such outages;
- SGTD does not warrant the security of any data or information transmitted electronically or over the internet, by reason that no such data transmission can be guaranteed as totally secure and accordingly, any transfer of data or information by a Participant shall be at the Participant’s own risk;
- SGTD makes no representation or warranty of any kind (whether express, implied, statutory or otherwise) in relation to any Shared Data or the DEX Product, save as otherwise expressly provided in this Agreement;
- SGTD shall not be responsible for any dealings, and any Loss arising from or in connection with such dealings, between a Participant and: (i) another Participant; or (ii) any third party, in each case whether or not such dealings are facilitated through the use of the DEX Product; and
- SGTD shall not be held responsible for any failure to meet its obligations under this Agreement to the extent that such failure is attributable to the effects of any security incident (including without limitation any computer virus, malware attack, data breach and brute force attack) which could not be prevented despite commercially reasonable technical, security and organisational measures taken by SGTD (including but not limited to the installation of an antivirus software and maintenance of such software, establishment of strong passwords and two-factor authentication, access controls and implementation of firewalls).
7.2. In no event shall SGTD (including any of its directors, employees, officers, agents or representatives), be liable to you or any other Participant, whether in contract, tort (including negligence) or otherwise, for any loss of business, profit, goodwill, or any type of special, indirect, consequential or special damages, arising from the performance or non-performance of services, or any circumstances whatsoever, in connection with this Agreement.
7.3. SGTD shall not be liable to you or any other Participant for any Loss caused by a Force Majeure Event.
8. GOVERNING LAW AND DISPUTE RESOLUTION
8.1. These Terms and Conditions shall be governed and construed in accordance with the laws of the Republic of Singapore.
8.2. In the event of any dispute arising out of or in connection with these Terms and Conditions, you and SGTD agree to submit to the exclusive jurisdiction of the Singapore courts.
9. MISCELLANEOUS
9.1. Any termination of your Account will not affect the coming into force or the continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.
9.2. If any provision of these Terms and Conditions is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, then these Terms and Conditions, including all remaining provisions, will remain in full force and effect as if such invalid or unenforceable provision had never been included.
9.3. No delay by SGTD in enforcing any provision of these Terms and Conditions will be construed to be a waiver of any of SGTD’s rights under that provision.