Datalynq — Terms and Conditions of Services
Application of Terms and Conditions:These Conditions (defined below) shall apply exclusively to all Users of the Website (defined below). The provision of Services (defined below) by the Seller to the Users shall be in accordance with and subject to these Conditions. These Conditions shall override any contrary, different or additional terms (if any) contained on or referred to in an order form or other documents or correspondence from the User. No addition, alteration or substitution of any term in these Conditions shall bind the Seller or form part of the Contract unless they are expressly accepted in writing by an authorised personnel of the Seller.
"Case Management Research Model" means the provision of customised solutions report provided by the Seller to the User whenever the User opens a case under the User's dashboard on the Website.
"Conditions" mean these terms and conditions of services in respect of the provision of the Services by the Seller.
"Confidential Information" has the meaning as defined in clause 11.1 below.
"Fees" means the monthly/annual fees payable by the User for subscription of the Services or the specified fees payable by the User for the Case Management Research Model (as the case may be).
"Force Majeure" has the meaning as defined in clause 9 below.
"Intellectual Property Rights" means copyright, trademarks, service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, patents, utility models, rights to inventions, neighbouring and related rights, moral rights, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights which subsist or will subsist now or in the future in any part of the world
"Quotation" means the quotation provided by the Seller to the User which will contain a Statement of Work in respect of the Services.
"Registration Information" has the meaning as defined in clause 2.1 below.
"Reports" has the meaning as defined in clause 6.2 below.
"Seller" means either (a) Datalynq SG Pte. Ltd. (UEN no.: 201508502G), a private limited company incorporated in Singapore with its registered office address at 4 Battery Road, #25- 01, Bank of China Building, Singapore 049908 or (b) Datalynq North America LLC (commercial registration no.: [ ], a company incorporated in the State of Florida, United States of America with its address at 2007 NW 84 th Ave, Doral, FL 33122, United States, as the case may, as indicated in the signing page of these Conditions.
"Services" means the services of the Seller in carrying out data analytics and providing risk assessment data in connection with electronic components, being such services which are provided to the User via the Website.
"SIAC" has the meaning as defined in clause 13.1 below.
"SIAC Rules" has the meaning as defined in clause 13.1 below
"Statement of Work" means the statement of work issued by the Seller to the User setting out, inter alia, the deliverables, the schedule for delivery of the deliverables and the Fees payable for the Services.
"Term" has the meaning as defined in clause 10.1 below.
"Users" means the users who purchase services from the Seller via the Website and "User" means each such user.
"Website" means the Datalynq corporate website https://www.datalynq.com in respect of the provision of the Services to Users.
Registration of Account
- The Seller reserves the right to revoke the User's account and to terminate these Conditions if the User's Registration Information or other information provided to the Seller is false, or if the User misuses the Website.
- The User hereby represents and warrants that it is authorised to enter into these Conditions.
Subscription for Services
- The Seller will provide a Quotation to the User in respect of the Services. In order to subscribe for the Services, the User has to sign this Terms and Conditions and Statement of Work . Upon receipt of the signed Terms and Conditions and Statement of Work from the User, the Seller shall send the User a confirmation email based on the email address provided by the User when the User registered for an account on the Website.
- The Services are based on an annual subscription and/or (ii) a Case Management Research Model in respect of the Services. For the annual subscription of the Services, the User shall be able to access the data analytics carried out by the Seller in respect of electronic components and presented to the User in the form of risk assessment data. The User may also purchase additional research reports or customised solutions report from the Seller under the Case Management Research Model. The fees for the annual subscription and the fees for the Case Management Research Model shall be quoted by the Seller to the User.
- A contract between the Seller and the User shall be formed once the Seller and the User have signed the Terms and Conditions and the relevant Statement of Work.
- The Seller shall provide the Services to the User with reasonable care and skill. The Seller shall be entitled to use third parties as agents in order to fulfil its contractual obligations under these Conditions.
Payment for Services
- The Fees for the Services are set out in the Quotation to the User. All Fees are quoted in United States Dollars unless otherwise specified.
- The Seller shall issue an invoice to the User in advance, prior to the commencement of the Services. The User shall pay each invoice issued by the Seller within 14 days of the date of the invoice (unless expressly stated otherwise in the said invoice). The invoiced sum shall be paid in full and cleared funds to the bank account designated by the Seller, without any set-off or deductions (such as bank charges which shall be borne by the User).
- Payment shall be made by the User by way of [electronic transfer of funds or by credit card].
- If the User fails to make payment for the invoice within the stated deadline above, the Seller shall have a right to either (i) terminate the Contract in respect of the relevant Statement of Work and the Seller shall have no further liability toward the User, including being obliged to provide the Services under the Contract to the User or (ii) deliver the Services and claim the outstanding amount from the User. Interest will be charged to the User at a rate of 2% per annum for each day beyond the stated deadline for payment up and until the date that payment in full for the invoiced amount is made by the User to the Seller, as well as attorney's fees reasonably incurred in relation to the Seller making such claims for the outstanding invoice from the User.
- In the event that the User does not utilise the Services the User subscribed for, the User shall still be obliged to pay the Fees.
The User Shall:
- Ensure that the password and login data for access to the Website are kept confidential and inform the Seller immediately once the User is aware that there are unauthorised third parties who have obtained access to such password and login data;
- Ensure that only its authorised employees are permitted to access the User's account on the Website;
- Ensure that all information provided by the User to the Seller via the Website shall be accurate, complete and true; and
- Update the User's account to provide updated information to the Seller where there is a change of the User's data in the User's account.
Intellectual Property Rights
- All Intellectual Property Rights in or arising out of or in connection with the Services, including source codes, databases, hardware and/ or any other materials including but not limited to data resulting from data analytics work, market research, reports, customised solution reports 4 and documents) are owned by the Seller or its affiliated companies or are licensed to the Seller for its use for the provision of the Services to Users.
- The Seller grants to the User a non-exclusive and non-transferable right to use the data resulting from data analytics work, market research, reports, customised solution reports and documents (collectively, the "Reports") generated by the Seller for the User in the course of the Seller providing the Services, and the User shall only use such Reports for the purposes of the User's business. The User shall not permit any other third party to use the Reports.
- The User undertakes not to violate any applicable laws, in particular any Intellectual Property Rights whilst using the Services and even after the expiry of the term of these Conditions. The User shall indemnify the Seller in connection with any and all third party claims (including but not limited to all losses, damages, costs, expenses, legal fees reasonably incurred) made against the Seller for infringement of Intellectual Property Rights as a result of the User's use of the Reports.
- The User shall not grant any sub-licence in respect of the rights granted to the User in this clause.
- The User hereby agrees to grant the Seller a non-exclusive right to use the User's logo for marketing and promotional purposes in connection with the Website and the Services.
Limitation of Liability
- The Seller shall not be liable for any interruptions or disruptions to the Services provided via the Website which are due to a Force Majeure Event.
- Except for the express representations and warranties set out herein, the Seller does not make any other express or implied representations or warranties, in fact or in law, including without limitation, any express or implied warranties of quality or fitness for a particular purpose. Except as expressly provided herein, all representations, warranties, terms, conditions, undertakings or inducements whether express, implied, statutory, under common law or otherwise relating in any way to the Services, are, to the fullest extent permitted by law, hereby excluded.
- The Seller shall not be liable for any losses or damages suffered by the User in connection with the User's usage of the Services, including the following losses of the User, which shall hereby be fully excluded: loss of profit (whether direct or indirect), loss of business, loss of a use or corruption of the User's software or hardware, loss of goodwill and any and all indirect and consequential losses.
- The Seller shall not be liable to the User for any damages or losses incurred by the User as a result of the User providing information to the Seller which is inaccurate, incomplete and false.
- This clause 8 shall survive the expiry or termination of these Conditions for any reason whatsoever.
- The Seller shall not be liable to the User in respect of any delay in or failure to carry out any of its obligations hereunder due to an occurrence of Force Majeure. "Force Majeure" includes, without limitations, fire, electrical or power outages, strikes, acts of terrorism, riots, acts of government, embargoes, strikes, pandemics, epidemics, default of suppliers or subcontractors, or any circumstances outside of the reasonable control of the Seller. [The Seller shall have the option of extending the estimated delivery schedule in respect of the Services by a reasonable period of time to take into account the Force Majeure event or of terminating the Services provided to the User by providing a written notice after the Force Majeure event has continued for a consecutive [30 calendar days].
- The term of each Contract shall be 12 months from the effective commencement date of the Services, which shall be described in the Statement of Work (such 12-month period to be hereinafter known as a "Term") and these Conditions shall continue to be applicable to both the User and the Seller until the User's account on the Website is terminated by either the User or the Seller in accordance with this clause 10. After each Term, the relevant Contract shall be automatically renewed for a further 12-month period unless the User provides prior written notice of termination at least 30 days prior to the expiry of that 12-month period. Clauses which are intended to survive after the termination of these Conditions shall continue even after these Conditions are terminated, including the following clauses: Clauses 6, 7, 8, 10, 11, 12 and 13.
- The Seller has the right to terminate a Contract by giving 30 days' prior written notice to the other party.
The Seller may terminate the Contract or these Conditions with immediate effect by giving
written notice to the User if:
- the User commits a material breach of any term of these Conditions and (if such a breach is capable of being remedied) fails to remedy that breach within 30 days of the User being notified in writing to do so by the Seller.
- the User takes any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; or
- the User suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
Without affecting any other right or remedy available to the Seller, the Seller may terminate
the Contract or these Conditions with immediate effect by giving written notice to the User if:
- the User breaches its obligations under clauses 6.3, 6.4, or 11; or
- the User fails to pay any amount due under the Contract on the due date for payment.
- Upon the termination of a Contract or these Conditions (as the case may be), the Seller shall cease providing the Services to the User as of the termination date of the Contract or these Conditions (as the case may be). Any sums that are outstanding and due and owing to the Seller shall be paid by the User immediately upon an issue of an invoice from the Seller to the User.
- Termination of a Contract and these Conditions for whatever reason shall not affect the accrued rights of the User and the Seller arising in any way out of these Conditions as at the date of termination and in particular but without limitation the right to recover damages from the other party.
- Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the Website, these Conditions and the business, affairs, customers, clients or suppliers of the other party (collectively, the "Confidential Information"), except as permitted by this Clause 11.
Each party may disclose the other party's Confidential Information:
- to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under these Conditions. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 11; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Conditions.
- The Seller shall have a right to amend these Conditions and once the amended Conditions are uploaded onto the Website, the amended Conditions shall take effect immediately. In the event that the User does not agree to such amended Conditions, the User shall be entitled to cease using the Website and/or to cease using the Services and the User agrees that the Seller does not have to make any compensation to the User.
- These Conditions shall be binding upon and inure to the benefit of the successors and assigns of the Seller and the User and may be novated or assigned to any successor organisation or affiliate of the Seller without written consent of the User but shall not be novated or assigned by the User without prior written consent of the Seller.
- The failure or delay of the Seller to exercise any of its rights hereunder shall not be construed to be a waiver of any such rights. No waiver by the Seller of any breach of these Conditions shall be effective as against Seller unless Seller shall have waived such breach in writing, and no waiver by Seller of one breach hereunder shall be deemed to be a waiver by Seller of any other breach not so waived.
- Each of the Seller and the User agree to comply with all applicable export control laws and regulations with respect to the Services.
- All notices and other communications to be given to the User or the Seller hereunder with respect to the Services shall be given either in writing by certified mail, express courier or hand delivered to an officer of either the User or Seller, as the case may be. For the purposes of this clause, the address of the Seller shall be that located on the Website and the address of the User shall be in accordance with such address submitted by the User when registering to access the Website.
- These Conditions, the Order Form and the Order Confirmation to the User constitute the entire agreement between the User and the Seller relating to the subject matter hereof. There are no agreements, understandings, restrictions, warranties, or representations between the User and the Seller relating to the subject matter hereof other than those as set forth herein.
- The failure or delay of Seller to exercise any of its rights hereunder shall not be construed to be a waiver of any such rights. No waiver by Seller of any breach of these Conditions shall be effective as against Seller unless Seller shall have waived such breach in writing, and no waiver by Seller of one breach hereunder shall be deemed to be a waiver by Seller of any other breach not so waived.
- If any provision or part-provision of these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Conditions.
- Unless expressly stated otherwise, the Contract and these Conditions do not give rise to any rights of any third party under the Contracts (Rights of Third Parties) Act, Cap. 53B to enforce any terms of the Contract or these Conditions.
Dispute Resolution and Governing Law
In the case where the Seller is Datalynq SG Pte. Ltd. clauses 13.1 and 13.2 shall be applicable and clauses 13.3 and 13.4 shall not be applicable.
Any dispute arising out of or in connection with these Conditions, including any question regarding its existence, validity or termination, 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 SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.
- These Conditions shall be governed by and construed in accordance with the laws of Singapore. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Conditions.
In the case where the Seller is Datalynq North America LLC, clauses 13.3 and 13.4 shall be applicable and clauses 13.1 and 13.2 shall not be applicable.Any controversy or claim arising out of or relating to these Conditions shall be determined by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution under the American Arbitration Association.
- These Conditions shall be governed by and construed in accordance with the laws of the State of Florida. The United Nations Convention on Contracts for International Sale of Goods (CISG) shall not apply to these Conditions.