Subscription Agreement I Conneto

Effective Date: November 2023

PART A - GENERAL TERMS

1. Your acceptance of this Subscription Agreement
This Subscription Agreement governs the provision of an online transaction platform and content from the website at www.conneto.com, any local version(s) thereof and/or any mobile application connected to it (collectively, the Site), as a subscription-based service (Services). The Services are provided by Conneto Hub Pte. Ltd., established in Singapore with company number 202337146Z (we, us or our). Our address is at 160 ROBINSON ROAD #14-04, Singapore (068914). We may be contacted at [email protected].
1. 1.1.
 This Subscription Agreement constitutes a legally binding agreement, made between you, whether personally or on behalf of an entity (you personally and any such entity being referred to as you and your) and us, concerning your access to and use of the Services. YOU AGREE THAT, BY ACCESSING AND USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD THIS SUBSCRIPTION AGREEMENT, AND THAT YOU AGREE TO COMPLY WITH AND BE LEGALLY BOUND BY THIS SUBSCRIPTION AGREEMENT. If you are accepting or agreeing to this Subscription Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to act on behalf of and bind that entity to this Subscription Agreement.
 
 IF YOU DO NOT ACCEPT THIS SUBSCRIPTION AGREEMENT, YOU ARE NOT AUTHORISED TO ACCESS OR USE THE SERVICES.
2. 1.2.
 Once you accept this Subscription Agreement, it shall form part of, and be read together with, all other applicable Terms, where the word “Terms” is as defined in our Website <a href="https://conneto.com/terms-and-conditions">Terms & Conditions</a>. Unless the context otherwise requires: (a) references to “services” or “Services” in the Terms shall include a reference to the Services governed by this Subscription Agreement; and (b) all other words and expressions as defined in the Terms shall have the same meanings when used or referred to in this Subscription Agreement. Except as specifically and expressly stated in this Subscription Agreement, the Terms shall remain in full force and effect. In the event of any conflict or inconsistency between the provisions of this Subscription Agreement and the provisions of the Terms, the provisions of this Subscription Agreement shall prevail.
2. Declaration of address of residence or place of business
1. 2.1.
  Unless otherwise stated in your application for subscription to the Services or notified to us in writing, you represent and warrant that:
  1. 2.1.1.
    If you are entering into this Subscription Agreement as an individual in your personal capacity, your address of residence and, where applicable, place of business is not located in Singapore.
  2. 2.1.2.
    If you are entering into this Subscription Agreement on behalf of an entity, the entity’s place of business is not located in Singapore.
3. User Subscriptions
1. 3.1.
 In order to have access to and use of the Services, you are required to purchase one (1) subscription (User Subscription) for each of the following individuals (each an Authorised User): (a) yourself, if you are subscribing as an individual in your personal capacity; and (b) if applicable, any employee, agent or independent contractor who you authorise to access and use the Services.
2. 3.2.
 To purchase a User Subscription, you must (a) submit a duly completed application on the Site, (b) pay all applicable subscription fees, as prescribed on the Site, and (c) provide the required information and documents as prescribed on the Site. All applications for User Subscriptions (including additional User Subscriptions) are subject to our evaluation and approval. We reserve the right to reject any application for a User Subscription without giving any reason.
3. 3.3.
 Subscription fees are payable on a recurring basis in accordance with information available on the Site.
4. 3.4.
 You may, from time to time during the term of your subscription (inclusive of any renewals) (collectively, the Subscription Term), purchase additional User Subscriptions in accordance with and subject to Section 3.2.
5. 3.5.
 All User Subscriptions (including additional User Subscriptions) shall be subject to the Terms.
4. Your rights as subscriber
1. 4.1.
  Subject to your timely payment of the subscription fees and compliance with the Terms, we grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit Authorised Users to access and use the Services during the Subscription Term solely for your personal non-commercial use and/or your internal business operations.
2. 4.2.
  Your right and licence is granted to you pursuant to Section 4.1 solely in your capacity as an end-user of the Services. Neither you nor your Authorised Users shall have any right:
  1. 4.2.1.
    to sell, resell, or otherwise provide to third parties the whole or any portion of the Services or any Content or Information, provided that Authorised Users may make a reasonable number of copies of the Content or Information for your personal non-commercial use and/or your internal business operations;
  2. 4.2.2.
    to use the Services for the provision of outsourcing or the running of a service bureau; or
  3. 4.2.3.
    whether manually or with the help of computer programs, to download or attempt to download any Content or Information for the purpose of creating or adding to an electronic search or retrieval facility (online or otherwise).
5. Authorised Users
1. 5.1.
  In relation to Authorised Users, you undertake that:
  1. 5.1.1.
    The maximum number of Authorised Users that you authorise to access and use the Services shall not at any time exceed the number of User Subscriptions you have purchased at the time;
  2. 5.1.2.
    You shall not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;
  3. 5.1.3.
    You are solely responsible for the acts and omissions of Authorised Users in connection with their access and use of the Services;
  4. 5.1.4.
    You shall take reasonable steps to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us;
  5. 5.1.5.
    Without prejudice to the generality of Section 5.1.3, you shall ensure that each Authorised User keeps a secure password for their use of the Services, that such password shall be changed no less frequently than required by the relevant rules of the Site and that each Authorised User shall keep their password confidential; and
  6. 5.1.6.
    You shall maintain a written, up to date list of current Authorised Users and provide such list to us within seven (7) days of our written request at any time or times.
2. 5.2.
  You shall provide us, or procure that Authorised Users provide us, with such personal data of Authorised Users or proposed Authorised Users, as the case may be, for the purposes of being providing the Services. If you provide us with personal data of an individual, you represent and warrant to us that: (a) prior to providing such personal data to us, you have notified the affected individual of the details of our then-current Privacy Notice and have obtained the individual's consent to our collection, use and disclosure of the personal data for the purposes as stated therein; or (b) you otherwise have the lawful right to disclose such personal data to us in accordance with and for the purposes as stated in our then-current Privacy Notice.
3. 5.3.
  Without prejudice to our other rights, we reserve the right, exercisable forthwith without prior notice, to suspend or terminate a User Subscription and restrict or refuse an Authorised User any and all current or future use of the Services pursuant to any User Subscription(s) in the event that: (a) you have breached any of the Terms or (b) the acts or omissions of any Authorised Users has caused you to be in breach of the Terms or (c) we determine that access to the Services by any Authorised Users presents a security risk or potential security risk to us or other users of the Services. We also reserve the right to deactivate any User Subscription which, in our judgment, is inactive.
6. Audit
1. 6.1.
  You shall permit us or our designated auditor to audit the Services in order to establish the name and password of each Authorised User and your data processing facilities to audit compliance with this Subscription Agreement. Each such audit may be conducted no more than once per quarter, at our expense, and this right shall be exercised with prior notice of no less than seven (7) days, in such a manner as not to substantially interfere with your normal conduct of business.
2. 6.2.
  If any of the audits referred to in Section 6.1 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and
3. 6.3.
  If any of the audits referred to in Section 6.1 reveal that you have underpaid subscription fees, then without prejudice to our other rights, you shall, within fourteen (14) days of the date of the relevant audit, pay us (a) an amount equal to such underpayment as calculated in accordance with the prevailing prices; and (b) our cost of the audit.
7. Scope of Services
1. 7.1.
  You are solely responsible for obtaining, installing and maintaining all equipment, software and means of communication required to connect to the World Wide Web and to use the Services, including a computer, modem, and telecommunication services, facilities and devices.
2. 7.2.
  You acknowledge and accept that your access to and/or use of the Services may be interrupted, suspended or restricted for the purposes of maintenance and support, upgrading and repairs. We reserve the right to extend or alter the service hours from time to time and at any time.
3. 7.3.
  The Services do not include and we are not obligated to provide, any on-site support or any enhancements and/or modification to the Services that you may require (including without limitation, specific functionality to meet your operational needs), or any other ad-hoc services or request in relation to the Services. If you require other ad hoc services or requests (including re location services) from us, additional fees may be separately chargeable. We may also in our sole discretion deny or delay such services depending on our operational requirements and resource availability.
4. 7.4.
  We make no representation or warranty that any support request or error you report to us in respect of the Services will be resolved or resolved to your full satisfaction. If for any reason, your access to or use of the Services is delayed, interrupted or the Services are unavailable (other than for scheduled maintenance), we will provide you with a workaround until such time the Services are restored to normal operations. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY IN RESPECT OF SUCH DELAY, INTERRUPTION OR UNAVAILABILITY.
8. Your Contributions
1. 8.1.
  To the extent that the Services provide you with control over third-party access to your Contributions, you bear sole responsibility to manage the access rights of third parties (including Authorised Users) to your Contributions. Notwithstanding Section 7 (User Generated Contributions) of the Website Terms and Conditions but subject to all other Terms, we will not disclose such Contributions to third parties at variance with your configuration of access rights.
9. No legal advice or legal services
1. 9.1.
 The Services, all Content and Information and other resources made available by the Services are provided as general information as a convenience to you and do not, and are not intended to, constitute legal advice or legal services.
2. 9.2.
 The use of, and access to, the Services or any Content, Information or other resources made available by the Services do not create a solicitor-client relationship between us and you or any other person.
3. 9.3.
 The Content, Information and other resources made available by the Services may not constitute the most up-to-date legal or other information. You should contact obtain independent legal advice with respect to any particular legal matter.
4. 9.4.
 By using the Services, you may obtain information about lawyers, advocates and other legal, tax, customs, real estate, commercial, financial, IP, etc., advisors, consultants and practitioners (collectively, experts) and be able to contact or be contacted by such experts through the Services. All such experts are independent third parties. All information about such experts and the means of communicating with such experts through the Services are provided only for your convenience. We do not endorse, and we assume no liability for, any such experts or any information, advice or opinion of any such experts. You engage and/or communicate with any such experts at your own risk. Any such engagement or communication is subject to the experts’ respective fees and specific terms and conditions.
10. Disclaimers, Limitation of Liability & Indemnification
1. 10.1.
  The provisions of this Section 10 shall be in addition and without prejudice to any other provision of the Terms.
2. a.
  Disclaimers
3. 10.2.
  The Services may offer features or functionality afforded by artificial intelligence technologies (collectively, “AI Services”). AI Services use machine learning models that learn patterns in data and make predictions or decisions based on the data. As the output generated by a machine learning model is probabilistic, you should evaluate it for accuracy, relevance and suitability to your specific needs. Your use of AI Services is at your sole risk. You are solely responsible for any and all decisions made, actions taken or not taken based on your use, and your Authorised Users’ use, of the AI Services.
4. 10.3.
  To maximum extent permitted by law, we disclaim all liability in respect of the following:
  1. 10.3.1.
    any loss or corruption of data, documents or other items, including Contributions;
  2. 10.3.2.
    your reliance and reliance of your Authorised Users on the Services, Content, Information and any other data or information or features and functionality available through the Services, including any decisions made and actions taken or not taken by you and/or Authorised Users based on such reliance;
  3. 10.3.3.
    any failure, malfunction or breakdown of, or delay or disruption to, the operation of equipment, systems, platforms, operations or technology on which the Services rely, for any reason whatsoever, including without limitation: (a) any accident, abuse or unauthorised modification of the Services by you and/or Authorised Users and/or any third party; and (b) any interference or interception by third parties, including, without limitation, hacking, cyber-attacks, errors, vulnerabilities, defects, flaws in programming or source code or otherwise; and
  4. 10.3.4.
    any errors, interruptions or other occurrence whatsoever, arising out of any form of communications or other facilities not provided by us.
5. b.
  Limitation of Liability
6. 10.4.
  IN THE EVENT THAT THE LIMITATION OF LIABILITY IN SECTION 10 OF THIS SUBSCRIPTION AGREEMENT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, CONTENT AND/OR INFORMATION SHALL BE LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES WE ACTUALLY RECEIVED FROM YOU DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INCURRENCE OF SUCH LIABILITY. SECTION 12(C)(8) OF THE WEBSITE TERMS & CONDITIONS SHALL NOT APPLY TO THE SERVICES UNDER THIS SUBSCRIPTION AGREEMENT.
7. c.
  Indemnification
8. 10.5.
  You shall, to the maximum extent not prohibited by applicable law, release, defend, indemnify, and hold us, our parent, subsidiaries, affiliates, licensors and service providers, and our and their officers, directors, shareholders, agents, employees and representatives, harmless from and against any claims against us by any third party, including Authorised Users, arising out of or in connection with your or their access and use of the Services or reliance on the Services, Content, Information or any Contributions.
11. Force Majeure
1. 11.1.
 We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control (a force majeure event). If the period of delay or failure to act continues for three (3) months by reason of the force majeure event, either party may terminate this Subscription Agreement without liability to the other party by giving the other party fourteen (14) days’ prior written notice.
2. 11.2.
 For the purposes of this Subscription Agreement, a force majeure event includes, without limitation, acts of God, war, hostility, invasion, act of foreign enemies, rebellion, revolution, riots, civil war, disturbances, requisitioning or other acts of civil or military authority, laws, regulations, acts or orders of any governmental authority, body, agency or official, fires, inclement weather, rain or floods (however caused), strikes, lock-outs or other labour disputes, embargoes, breakdown of equipment, plant or machinery (including, without limitation, data centre, communications networks, telecommunications systems and utility services), a third party’s interference by way of hacking, cyber-attacks or computer viruses, or catastrophes affecting the availability of materials or labour necessary for the performance of this Subscription Agreement. COVID-19 and similar epidemics, pandemics or outbreaks shall be explicitly excluded from a list of force majeure events.
12. Subscription Term and Termination
1. a.
  Subscription Term
2. 12.1.
  You may purchase either a renewable subscription or stand-alone subscription. A stand-alone subscription is not renewable and only permits you to access and use the Services to create one (1) contract on the basis of templates made available through the Services.
3. 12.2.
  Your subscription shall commence upon our approval of your purchase of User Subscription(s) pursuant to Section 3.1 above and our receipt of your payment of the related subscription fees.
4. 12.3.
  Unless terminated in accordance with the provisions of this Section 12:
  1. 12.3.1.
    A renewable subscription will have an initial term of twelve (12) months (Initial Subscription Term) and shall automatically renew for successive periods of twelve (12) months (each a Renewal Term); and
  2. 12.3.2.
    A stand-alone subscription will terminate on the earlier of: (a) the expiry of one (1) month after the contract referred to in Section 12.1 is signed through the Services by both/all the parties thereto or (b) the expiry of three (3) months from the commencement referred to in Section 12.2.
5. 12.4.
  The Subscription Term of a renewable subscription consists of the Initial Subscription Term and all subsequent Renewal Terms, if any. The Subscription Term of a stand-alone subscription consists of the period of time described in Section 12.3.2.
6. b.
  Termination
7. 12.5.
  Your subscription may be terminated:
  1. 12.5.1.
    By either party without cause by giving to the other party at least thirty (30) days’ prior notice in writing;
  2. 12.5.2.
    By either party with immediate effect by giving written notice to the other party if the other party commits a breach of its obligations under this Subscription Agreement and (if such breach is remediable) fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so;
  3. 12.5.3.
    By either party with immediate effect by giving written notice to the other party if the other party ceases or threatens to cease to carry on business, or, otherwise than in the course of reorganisation or restructuring, is dissolved, liquidated or wound up voluntarily or compulsorily or by order, or makes any offer of composition or compromise with its creditors, or is or has become insolvent or if distress or execution is levied on its goods or property, or if a receiver, manager (judicial or otherwise), trustee or similar officer is appointed in respect of the whole or any part of its assets or business, or if any action occurs in any jurisdiction which is analogous to those set out in this paragraph;
  4. 12.5.4.
    By us with immediate effect by giving written notice to you if: (a) you fail to pay any subscription fees on the due date for payment and you remain in default not less than fifteen (15) days after being notified in writing to make such payment; or (b) we determine that your continued access to the Services presents a security risk or potential security risk to us or other users of the Services; and
  5. 12.5.5.
    By us upon giving you at least thirty (30) days’ prior written notice if the continued provision of Services is adversely impacted in any manner as a result of any change in, or new enactment of, any applicable laws and regulations; provided that such notice period may be reduced if required to comply with such laws or regulations.
8. c.
  Effect of termination
9. 12.6.
  This Subscription Agreement terminates upon termination of your subscription. Notwithstanding the termination of this Subscription Agreement, all other Terms shall remain in force to the extent applicable to your use of the Site and our other products and services.
10. 12.7.
  Upon termination of this Subscription Agreement, all then-current User Subscriptions shall immediately terminate. Your ability to communicate with experts (as defined in Section 9.4) by means of the Services shall also immediately terminate. You shall immediately cease all your access to and use of the Services, subject to the provisions of this Section. If we receive, no later than ten (10) days after the effective date of the termination, a written request from you for permission to access the Services to retrieve available Contributions in our possession, we shall use reasonable commercial endeavours to provide you with such access within thirty (30) days of our receipt of your written request, provided that you have, at that time, paid all subscription fees outstanding at and resulting from termination (whether or not due at the date of termination). We reserve the right to charge you a reasonable fee for providing you with post-termination access to the Services which you have requested. Unless we notify you otherwise, your requests shall be submitted in the form prescribed on the Site.
11. 12.8.
  Termination or expiration of this Subscription Agreement is without prejudice to any accrued rights and remedies of each party.
12. 12.9.
  Except as otherwise expressly stated in this Subscription Agreement, all rights and remedies under the Terms are cumulative and not exclusive of any other right or remedy provided by law or equity. Provisions of this Subscription Agreement which are intended to have effect post-termination or expiry of this Subscription Agreement shall survive the termination or expiration of this Subscription Agreement.
13. Subscription fees and payment terms
1. 13.1.
 The provisions of this Section 13 shall be in addition and without prejudice to Section 15 (Fees and Payment Terms) of the Website Terms and Conditions
2. a.
 Subscription fees
3. 13.2.
 Subscription fees are payable upon on the commencement of the Subscription Term and, if renewable, upon the commencement of any subsequent Renewal Term.
4. 13.3.
 The subscription fees payable under this Subscription Agreement are exclusive of any applicable GST which shall be payable by you at the rate and in the manner prescribed by law. The expression “GST” refers to the tax payable under the Goods and Services Tax Act 1993 of Singapore and any tax of a similar nature. If GST is now or hereafter chargeable on your payment under this Subscription Agreement, you shall pay such GST in addition to such payments and you agree to indemnify us against the payment if we are required by applicable law to collect and make payment in respect of such GST.
5. b.
 Deductions/Withholding
6. 13.4.
 All payments by you under this Subscription Agreement shall be paid without set-off or counterclaim and free and clear of and without deduction or withholding for or on account of any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature, imposed by any relevant jurisdiction, or by any department, agency or other political subdivision or taxing authority thereof, and all interest, penalties or similar liabilities with respect thereto (“Taxes”), unless deduction or withholding of such Taxes is required by law, in which event you shall pay such additional amount as shall be required to ensure that the net amount received by us will equal the full amount which would have been received by them had no such deduction or withholding been made.
7. c.
 Refunds
8. 13.5.
 Unless required by applicable law or otherwise stated in Section 13.7: (a) subscription fees are non-refundable; and (b) in the event of the termination of your subscription, there will be no pro-rated refund of subscription fees for the remainder of the Subscription Term.
9. 13.6.
 The termination of your subscription shall not relieve you of your obligation to pay accrued subscription fees. If your subscription fees are payable on a monthly basis, you are obliged to pay the subscription fees up to and including the last calendar month of your Subscription Term. If your subscription fees are payable on an annual basis, your payment of subscription fees for last calendar year of your Subscription Term is non-refundable, subject to Section 13.5. If the termination of your subscription takes effect upon the expiry of a notice period, subscription fees remain payable during the notice period.
10. 13.7.
 You may request for a refund of subscription fees for the pre-paid period in the event that: (a) you terminate your subscription pursuant to Section 12.5.2 above; or (b) we terminate your subscription pursuant to Section 12.5.1 or Section 12.5.5 above.