Welcome to CoreTRM. CoreTRM Pte Ltd ("we", "us" and “our”, as the case may be) provides the Services
(as defined below) to you, subject to the following Terms of Service ("Terms").
These Terms may be updated by us from time to time with notice given to your registered email address or by in-product notification.
Unless stated otherwise, any change takes effect from the date set out in the notice.
You agree that your continued use of the Services after such update will constitute your acceptance of and agreement to be bound by the updated Terms.
You can review the most current version of these Terms at any time on the bottom of each page of our Website. In addition, when using particular Services,
you and us shall be subject to any posted guidelines or rules applicable to such Services which may be posted from time to time. All such guidelines or rules are hereby
incorporated by reference into these Terms.
If you are accepting on behalf of a company or other person or entity (e.g. your employer), you represent and warrant that: (i) you
have full legal authority to bind that other person or entity to these Terms; (ii) you have read and understand these Terms; and (iii)
you agree to these Terms on behalf of the other person or entity that you represent. If you don’t have the legal authority to bind the applicable
person or entity you must not click “I agree” (or similar button or checkbox) that is presented to you
These Terms do not have to be signed in order to be binding on you. You indicate your assent to these Terms by
clicking “I agree” (or similar button or checkbox) at the time you register for the Services, create a CoreTRM account, or sign an Order.
If there is any conflict between the documents that form part of the Agreement, unless otherwise agreed in writing, those documents have the following descending order of
precedence: (a) these Terms; (b) the SLA; and (c) the Order.
We are not bound by the Agreement until we have accepted it. Our acceptance occurs when we notify you by email that we accept your Order,
return a counter-signed copy of the Order to you, or commence supplying the Services to you (whichever is the earlier).
If, after we have become accepted the Agreement, you submit a subsequent Order to us, we are not bound by that Order until we notify you by email
that we accept that Order, return a counter-signed copy of the Order to you, or commence supplying the relevant Services to you (whichever is the earlier).
In the Agreement:
“Agreement” means these Terms, the Order, and, if applicable, the SLA.
“Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of,
or in connection with, the provision and use of the Services. Our Confidential Information includes Intellectual Property
owned by us (or our licensors), including the CoreTRM Software. Your Confidential Information includes the Data.
“CoreTRM Software” means the software owned by us (and our licensors) that is used to provide the SaaS Service.
“Data” means all data, content, and information (including personal information) owned, held, used or created by you or on
your behalf that is stored using, or inputted into, the SaaS Service.
“Fees” means the applicable fees set out on the Order, as may be updated from time to time in accordance with Section 9.5.
“Force Majeure” means an event that is beyond the reasonable control of a party, excluding: (a) an event to the extent that it
could have been avoided by a party taking reasonable steps or reasonable care; or (b) a lack of funds for any reason.
“Including” and similar words do not imply any limit.
“Initial Term” means the Initial Term that is specified in the Order or otherwise agreed by the parties in writing.
“Intellectual Property Rights” includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity
relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases,
confidential information, know-how, and all other rights resulting from intellectual activity.
Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
"Objectionable” includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
“Order” means a document or part of a document entitled Order that references these Terms.
a “Party” includes that party’s permitted assigns.
“Payment Terms” means the payment terms set out in the Order (if any).
“Permitted Users” means your personnel who are authorised to access and use the Services on your behalf in accordance with Section 5.
a “Person” includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
“Personal information” means information about an identifiable, living person.
“Personnel” includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
“SaaS Service” means the software-as-a-service having the core functionality described on the Website, as the Website
is updated from time to time, and includes any new features that augment or enhance the SaaS Service.
“Services” means the SaaS Service and the Support Services.
“SLA” means a service level agreement that references these Terms and is signed by both parties.
“Subscription Year” means a 12 month period from the start date set out in the Order, and each anniversary of that date.
“Support Services” means support services (if any) that we have agreed to provide you on the terms of a SLA that references these Terms and is signed by both parties.
“Terms” means these terms titled Terms of Service.
“Underlying Systems” means the CoreTRM Software, IT solutions, systems and networks (including software and hardware) used to provide the SaaS Service, including any third party solutions, systems and networks.
“Website” means the internet site at https://CoreTRM.com, or such other site notified to you by us.
“You” or “Your” means you or, if you are accepting these Terms on behalf of another party, both you and the other party on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or
regulations and all amendments, replacements or other changes to any of them.
We must use reasonable efforts to provide the Services: (a) in accordance with the Agreement
and applicable law; (b) exercising reasonable care, skill and diligence; and (c) using suitably skilled, experienced and qualified personnel.
Our provision of the Services to you is non-exclusive. Nothing in the Agreement prevents us from providing the Services to any other person.
Subject to Section 13 we must use reasonable efforts to ensure the SaaS Service is available between
the hours of Sunday 6:00 P.M. through Saturday 6:00 P.M. (Singapore time).
Saturday 6:00 P.M. through Sunday 6:00 P.M. (Singapore time) is reserved for maintenance.
However, it is possible that on occasion the SaaS Service may be unavailable to permit urgent
maintenance or development activity to take place, or in the event of Force Majeure.
We must use reasonable efforts to notify you in advance details of any unavailability.
In consideration of the Services being made available to you, you agree to: (a) provide true, accurate, current and
complete registration information about yourself and (b) maintain and promptly update the
registration information you provide to us to keep it true, accurate, current and complete.
If you provide any registration information that is untrue, inaccurate, not current or incomplete,
or we have reasonable grounds to suspect that such registration information is untrue, inaccurate,
not current or incomplete, we have the right to suspend or terminate your
account and refuse any and all current or future use of the Services (or any portion thereof) without any liability to you.
You and your personnel must use the Services in accordance with the Agreement solely for:
(a) your own internal business purposes;
and (b) lawful purposes.
You and your personnel must not resell or make available the Services to any third party, or otherwise commercially exploit the Services.
When accessing the SaaS Service, you and your personnel must:
(a) not impersonate another person or misrepresent authorisation to act on behalf of others or us;
(b) correctly identify the sender of all electronic transmissions;
(c) not attempt to undermine the security or integrity of the Underlying Systems;
(d) not use, or misuse, the SaaS Service in any way which may impair the functionality of the
Underlying Systems or impair the ability of any other user to use the SaaS Service;
(e) not attempt to view, access or copy any material or data other than:
(i) that which you are authorised to access; and (ii) to the extent necessary for you to use the SaaS Service in accordance with the Agreement; and
(f) neither use the SaaS Service in a manner, nor transmit, input or store any Data, that breaches any third party right
(including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
Without limiting Section 4.4, no individual other than a Permitted User may access or use the SaaS Service.
You may request that any member of your personnel be a Permitted User, in which case you must provide us
with the Permitted User’s name and other information that we reasonably require to provide access to the SaaS Service to the Permitted User.
You must procure each Permitted User’s compliance with Sections 4.3 and 4.4 and any other reasonable condition notified by us to you.
A breach of any of the Agreement by your personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of the Agreement by you.
You are responsible for procuring all licences, authorisations and consents required for you and your personnel
to use the SaaS Service, including to use, store and input Data into, and process and distribute Data through, the SaaS Service.
You may add Permitted Users or otherwise increase of the functionality of the SaaS Service by placing a new Order or modifying
an existing Order. We will charge you for any increased use at our then-current rates, unless otherwise specified in the
applicable Order, prorated for the remainder of the then-current Subscription Year. Permitted User accounts are for individual
users only and are not to be shared amongst different users.
You acknowledge that: (a) we may require access to the Data to exercise our rights and perform our obligations under the Agreement;
and (b) to the extent that this is necessary but subject to our obligations of confidentiality in the Agreement,
we may authorise a member or members of our personnel to access the Data for this purpose.
You must arrange all consents and approvals that are necessary for us to access the Data as described in this Section.
You acknowledge and agree that to the extent Data contains personal information,
in collecting, holding and processing that information through the SaaS Service,
we are acting as your service provider and/or agent and/or data processor for the purposes of any applicable privacy and data protection laws.
You must obtain all necessary consents from the relevant individual to enable us to collect,
use, hold and process that information in accordance with the Agreement.
While we will take standard industry measures to back up all Data stored using the SaaS Service,
you agree to keep a separate back-up copy of all Data uploaded by you onto the SaaS Service.
Subject to the requirements of applicable privacy and data protection laws, you agree that we may
store and access Data (including any personal information) in secure servers in any overseas territory.
You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees
charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that
any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or
that the Data is Objectionable, incorrect or misleading.
You and your Permitted Users are responsible for maintaining the confidentiality of the password and account and you are fully
responsible for all activities that occur under your or their password or account. You and your Permitted Users must not share
your or their access to your account or login details with any other person.
You agree to (a) immediately notify us of any unauthorized use of your or a Permitted User’s
password or account or any other breach of security,
(b) set up, and ensure your Permitted Users set up a strong password that does not make your or their account vulnerable to hacking and
(c) ensure that you and they exit from your and their account at the end of each session.
We will not be liable for any loss or damage arising from your failure to comply with this Section.
If we provide you access with a version of the Services for which no Fees apply, including where the Services are accessed
under a free trial or demonstration “Trial”, despite any other provision in the Agreement:
(a) that Trial is provided to you on an as is and as available basis;
(b) all conditions, warranties, guarantees and indemnities in relation to our provision of the Trial to you is excluded to the fullest extent permitted by law;
(c) we may change or remove any feature or part of the Trial at any time and for any reason without liability of any kind; and
(d) we may terminate your right to use the Trial at any time with or without notice.
You must pay us the Fees without any set off or deduction on the dates set out in the Payment Terms, or if there are none, in advance of each Subscription Year.
Payment is to be made by credit card or other mutually agreed method and any Fees are non-refundable (except where we terminate under Section 11.6(b)).
The Fees exclude any taxes, withholding taxes, value-added tax (VAT), Goods and Services Tax (GST), sales tax, and/or duties payable in
respect of the Services in the jurisdiction where the payment is either made or received.
To the extent that any such taxes or duties are payable by us, you must pay to us the amount of such taxes or duties in addition to any Fees.
If we do not receive payment of the Fees from you in accordance with the Payment Terms, we may suspend your access to the Services in accordance with Section 11.5.
Your access to the Services will be restored once we have received the overdue Fees.
We may increase the Fees:
(a) as set out in the Order (including during the Initial Term); and
(b) except during the Initial Term, by giving at least 90 days’ notice in advance of each Subscription Year.
If we increase the Fees under clause 9.5(b), if you do not wish to pay those increased Fees,
you may terminate the Agreement and your right to access and use the Services on no less than 30 days’ notice,
provided the notice is received by us before the effective date of the Fee increase.
If you do not terminate the Agreement and your right to access and use the Services in accordance with this Section,
you are deemed to have accepted the increased Fees.
To avoid doubt, no increase under clause 9.5(b) will take effect before the end of the Initial Term.
We reserve the right at any time and from time to time to modify or enhance the Services (or any part thereof).
Significant modifications may be communicated in advance. You agree that we shall not be liable in any way to you or to any third party for any modification of the Services.
Unless the Services are offered to you on a free demonstration or trial basis, the Services are offered on a subscription basis.
Despite anything in the Agreement, we reserve the right to refuse or remove access to any free demonstration
or trial version of the Services at our discretion without any liability to you.
Unless terminated in accordance with this Section, the Agreement will be in effect for the Initial Term.
At the end of the Initial Term, the Agreement continue for successive Subscription Years until a party gives 60 days’ notice that the Agreement
will terminate on the expiry of the current Subscription Year.
Either party may, by notice to the other party, immediately terminate the Agreement (including all related Orders) if the other party
(a) breaches any material provision of the Agreement and that breach is not cured within thirty (30) days after receiving notice of that breach or that breach is not capable of being cured;
(b) ceases its business operations without a successor; or
(c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party.
Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the
Services and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:
(a) undermined, or attempted to undermine, the security or integrity of the SaaS Service or any Underlying Systems;
(b) used, or attempted to use, the SaaS Service: (i) for improper purposes; or (ii) in a manner, other than for normal operational purposes, that materially
reduces the operational performance of the SaaS Service; (c) transmitted, inputted or stored any Data that breaches or may breach the
Agreement or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading;
or (d) otherwise materially breached the Agreement.
Termination for Convenience.
You may choose to stop using the Services and terminate the Agreement at any time for any reason upon written notice to us but upon any such termination (i) you will
not be entitled to a refund of any pre-paid Fees and (ii) if you have not already paid all applicable Fees for the then-current
Subscription Year, any such Fees that are outstanding will become immediately due and payable.
You may terminate the Agreement and your right to access and use the Services in accordance with Section 9.5.
Termination of the Agreement does not affect either party’s rights and obligations that accrued before that termination.
Upon any expiration or termination of the Agreement, you must cease using the Services and delete (or at our request, return)
all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf.
You will certify such deletion upon our request.
You will not have access to your data after expiration or termination of these Terms.
You should make sure to export your data either using the functionality of the CoreTRM products or by requesting a
bulk download from us during the applicable Subscription Term or in the following 1 month.
On termination of the Agreement, you must pay all Fees for the provision of the Services prior to that termination.
If, before the end of the Initial Term or, you terminate the Agreement under clause 11.6 or we terminate the
Agreement under clause 11.4 or 11.5, you must pay us an amount equivalent to the Fees for the Services until the
expiry of the Initial Term as compensation for the revenue which we would otherwise have expected to receive from
you in respect of those Services over the Initial Term.
The SaaS Service may provide, or third parties may provide, links to other websites or resources.
You acknowledge and agree that we have no control over such sites and resources, and that we are therefore not
responsible for the availability of such external sites or resources, and do not endorse and are not responsible or
liable for any content, advertising, products, or other materials on or available from such sites or resources.
You further acknowledge and agree that we shall not be responsible or liable in any way for any damage or loss caused or
alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement.
Warranty Disclaimer. Except as expressly provided in the Agreement, the Services are provided on an “AS IS,” and “AS AVAILABLE” basis,
and we expressly disclaim all warranties and representations of any kind, including and warranty of non-infringement, title, fitness
for a particular purpose, functionality or merchantability, whether express, implied or statutory.
We assume no responsibility for the timeliness, currency, deletion, mis-delivery or failure to store any Data, including user communications or
personalization settings. You understand that use of the Services necessarily involves transmission of your Data over networks that we do not own,
operate or control, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks.
We cannot guarantee that our security procedures will be error-free, that transmissions of your Data will always be secure or that
unauthorized third parties will never be able to defeat our security measures or those of our third party providers.
We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic
communications or other systems outside our reasonable control. You may have other statutory rights, but the duration of statutorily
required warranties, if any, will be limited to the shortest period permitted by law.
We use commercially reasonable efforts to prevent the introduction of, but do not warrant that the SaaS Service is free of viruses,
Trojan horses or similar harmful materials. We are not responsible for harmful materials submitted by you, your personnel or third parties.
Consequential Damages Waiver. Except for excluded claims (as defined below), neither party (nor its suppliers)
will have any liability arising out of or related to the Agreement for any loss of use, lost or inaccurate data,
lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental,
reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
Liability Cap. Except for Excluded Claims, each party's aggregate liability to the other arising out of or related to the
Agreement will not exceed the amount actually paid or payable by you to under the Agreement in the twelve months immediately
preceding the first event giving rise to liability.
Excluded Claims. “Excluded Claims” means liability:
(a) for Fees owed by you to us;
(b) under either party’s express indemnification obligations;
(c) for breach of a party’s confidentiality obligations under the Agreement or infringement of the other party’s Intellectual Property Rights;
(d) for personal injury or death; or (e) for fraud of wilful misconduct.
Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this
Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or
otherwise and will survive and apply even if any limited remedy specified in the Agreement is found to have failed its essential purpose.
Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the
Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under the
Agreement, or by the negligence or misconduct of the other party or its personnel.
Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or
incur arising out of anything done or not done by the other party under or in connection with the Agreement or the Services.
Subject to Section 16.2, title to, and all Intellectual Property Rights in, the Services, the Website, and all
Underlying Systems is and remains our property (and our licensors’ property).
You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.
You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy,
modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and
performance of our obligations in accordance with the Agreement.
To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use
for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
Nothing in the Agreement or in the parties’ dealings arising out of or related to the Agreement will restrict our right to use,
profit from, disclose, publish, keep secret, or otherwise exploit Feedback (as defined below), without compensating or
crediting you or the individual providing such Feedback, except to the limited extent that Feedback is your Confidential Information.
Except as set out in Section 17, Customer may not designate Feedback as its Confidential Information to the extent that such
Feedback relates to us or our products or services. “Feedback” refers to any suggestion or idea for improving or otherwise modifying any of
CoreTRM’s products or services. We will defend you against any claim brought against you by a third party alleging that the
SaaS Service, when used as authorized under these Terms, infringe a patent right granted in the Singapore,
United States or a member nation of the European Union or a copyright registered in such a jurisdiction (a “Claim”),
and we will indemnify you and hold you harmless against any damages and costs finally awarded on the Claim by a court of
competent jurisdiction or agreed to via settlement executed by us (including reasonable attorneys’ fees),
provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time
for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim,
including providing us a copy of the Claim, all relevant evidence in your possession, custody, or control,
and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony;
and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.
If your use of the SaaS Service is (or in your opinion is likely to be) enjoined, whether by court order or by settlement,
or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion:
(i) procure the right for your continued use of the SaaS Servicein accordance with these Terms;
(ii) substitute a substantially functionally similar SaaS Service; or (iii) terminate your right to continue
using the SaaS Service and refund any prepaid amounts for the terminated portion of the Subscription Term.
Our indemnification obligations above do not apply: (1) if the total aggregate fees we receive with respect to your subscription to a
SaaS Service in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (2) if the SaaS Service is
modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification;
(3) if the SaaS Service is used in combination with any non-SaaS Service, software, service or equipment,
but solely to the extent the alleged infringement is caused by such combination;
(4) to unauthorized use of SaaS Services; or (5) if you settle or make any admissions with respect to a Claim without our prior written consent.
This Section (IP Indemnification) states our sole liability and your exclusive remedy for any infringement of intellectual property
rights in connection with any SaaS Service or other items we provide under these terms.
Each party must, unless it has the prior written consent of the other party:
(a) keep confidential at all times the Confidential Information of the other party;
(b) effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use;
and (c) disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and,
in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information
is aware of, and complies with, Subsections 17.1(a) and 17.1(b).
The obligation of confidentiality in clause 17.1 does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under the Agreement;
(b) required by law (including under the rules of any stock exchange);
(c) which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
(d) which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
(e) by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party,
provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this Section 17.
The Agreement constitutes the entire agreement between you and us and govern your use of the Services,
superseding any prior understandings, arrangements and agreements between you and us and any previous statements or
representations from either party to the other party.
The Agreement and the relationship between you and us shall be governed by the laws of Singapore without regard to its conflict of law provisions.
You and we agree to submit to the non-exclusive jurisdiction of the courts of Singapore.
Our failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.
If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the
provision and to construe such provision to the maximum extent permitted by law so as to render that provision valid and enforceable,
and that the other provisions of the Agreement shall remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the
Services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Except where an exclusive remedy may be specified in the Agreement, the exercise by either party of any remedy,
including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.
Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure.
No person other than you and us has any right to a benefit under, or to enforce, the Agreement
Except as set out in Section 16.2, we are your independent contractor,
and no other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
If we need to contact you, we may do so by email, by posting a notice on the Website or by contacting you via the SaaS Service.
You agree that this satisfies all legal requirements in relation to written communications.
You may give notice to us under or in connection with the Agreement by emailing firstname.lastname@example.org.
Clauses which, by their nature, are intended to survive termination of the Agreement continue in force.
You may not assign, novate, subcontract or transfer any right or obligation under the Agreement
without our prior written consent, that consent not to be unreasonably withheld.
You remain liable for your obligations under the Agreement despite any approved assignment, subcontracting or transfer.