This Terms of Service was updated on 17th April 2026 and applies to (1) all login access to our website documentation (2) all platform access accounts created under Orders signed after 17th April 2026.
For all platform access accounts created under Orders signed before 17th April 2026, please refer to this Terms of Service.
Please check with your company whether your company has signed a customised version of the Terms of Service.
Welcome to CoreTRM. CoreTRM Pte Ltd (“CoreTRM”, "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"), our Privacy Policy, as well as, any Order(s) and SLA (each defined below) that you may sign with us.
These Terms may be updated by us from time to time with notice given to your registered email address or by in-product or website notification. Unless stated otherwise, any change shall take effect from the date set out in the notice.
You agree that your continued use of the Services after such update shall 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 our Website. In addition, when using certain Services, you shall be subject to additional guidelines, instructions, policies, or rules applicable to such Services which may be posted on this Website and/or notified to you from time to time, which shall be hereby incorporated by reference into these Terms.
If you are accepting these Terms on behalf of a company or other person or entity (e.g. your employer) (“Entity”), you represent and warrant that: (i) you have full legal authority to bind that Entity to these Terms; (ii) you are duly authorised to agree to these Terms on behalf of the Entity, and (iii) these Terms are binding upon the Entity. If you do not have the legal authority to bind the Entity, you shall not accept these Terms, whether by clicking “I agree” (or similar button or checkbox), registering for the Services, creating a CoreTRM Platform account, signing an Order, or otherwise (including your continued use of the Services as set forth in Section 1.3). For the avoidance of doubt, the terms “you”, “your”, and “Customer” in these Terms shall mean you and the Entity on whose behalf you are using the Services and/or entering into these Terms, where applicable.
You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) when prompted, or by registering for the Services, creating a CoreTRM Platform account, signing an Order incorporating these Terms, or otherwise (including your continued use of the Services as set forth in Section 1.3), each of which constitutes your acceptance of these Terms.
The Services may be offered to you:
(a) on a subscription basis, in which case, Sections 2.2 and 2.3 shall apply; or
(b) on a trial basis, in which case, Section 7 shall apply.
If you subscribe to the Services via an Order, we are not bound until we have accepted the Order, which occurs when we: (i) notify you by email that we accept your Order, (ii) return a counter-signed copy of the Order to you, or (iii) commence supplying the Services to you (whichever is the earliest).
If you submit a subsequent Order to us after we have accepted a prior one, we are not bound by that new Order until we accept it in accordance with the preceding section.
In the Agreement:
"Affiliate" means in relation to either Party, a related corporation as defined under the Singapore Companies Act 1967.
"Agreement" means these Terms, the Order(s), and, where applicable, the SLA. “Confidential Information” is defined in Section 17.1.
"CoreTRM Materials" means all documents, information and materials, whether in written, oral or electronic format, belonging to, or produced or generated by the CoreTRM or its Personnel for any purpose (including for performing its obligations under this Agreement, but excluding the Customer Materials) and which may be provided to or accessed by you and/or your Personnel, and all copies thereof, and shall include: all deliverables, any software (including source codes, object codes, tools, utilities, specifications, listings and all related documentation, enhancements, modifications, and updates thereof), in source or object code form, any other documentation including user and application programming interface (API) guides, recorded demonstrations or videos produced by CoreTRM of the CoreTRM Platform and Services, anything in the nature of a literary work, document, research material, notes, graphs, reports, data, models (including data models), algorithms, other information or work product whether arising out of or in relation to the Services or otherwise.
"CoreTRM Platform" means the proprietary cloud-based commodity and/or energy trading and risk management software platform known as “CoreTRM Platform” owned and operated by CoreTRM, and accessible via https://CoreTRM.com, or at such links or in such manner provided by CoreTRM to you.
"Customer Data" means data, information (including Personal Data), content and materials provided or made available to us by you or on your behalf (including by your Personnel), to be processed, inputted, used or stored on the CoreTRM Platform and/or in connection with or for the Services.
"Customer Materials" means Customer Data, your Confidential Information, and any materials, data, information, or other inputs provided or made available to CoreTRM by you and/or your Personnel, but excluding all Feedback.
"Excluded Event(s)" means (a) any modification or alteration of the Services or CoreTRM Platform by any person other than CoreTRM; or (b) a breach of this Agreement by you and/or your Personnel; or (c) any use of the CoreTRM Platform and/or Services by you and/or your Personnel in a manner or for a purpose not reasonably contemplated by this Agreement, or not authorised in writing by CoreTRM, or contrary to the instructions or restrictions issued by CoreTRM, including such instructions or restrictions set out in any CoreTRM Materials; or (d) any Customer Materials; or (e) CoreTRM’s compliance with your and/or your Personnel’s instructions, requirements, or specifications, including any design, modification or alteration of the CoreTRM Platform and/or Services in compliance with such instructions, requirements, or specifications, whether provided by you,or your Personnel; or (f) use of the CoreTRM Platform and/or Services in combination with any hardware, software, service, equipment, system or data not provided or pre-approved in writing by CoreTRM; or (g) failures of, or changes to, your systems or Third-Party Services.
"Feedback" means any feedback, suggestion, or idea for improving or otherwise modifying any of our products or services.
"Fees" means all fees and other amounts payable for the Services, as set out in each Order, as may be varied from time to time in accordance with Section 8.
"Initial Term" means the initial term of the Services that is specified in the Order and commencing on the Start Date, as may be varied by mutual agreement of the Parties in writing.
"Intellectual Property Rights" means all intellectual and industrial property rights, whether now existing or created in the future, including but not limited to: (a) patents, copyright, rights in circuit layouts, registered and unregistered designs, trade marks, ideas, inventions, concepts, techniques, know-how, trade secrets, lay-out design rights, any right to have confidential information kept confidential, proprietary rights and all other intellectual and industrial property rights in all countries of the world, whether now existing or created in the future; and (b) any application or right to apply for registration of any of the rights referred to in paragraph (a) above.
"Law(s)" means applicable laws, regulations, guidelines, codes of conduct, and all requirements of relevant regulatory authorities which are applicable to a Party in respect of its obligations under this Agreement, including without limitation any anti-terrorism, anti-bribery, anti-corruption, and anti-money laundering laws and regulations and/or Sanctions administered or enforced by any relevant government institution, agency, and/or authority.
"Loss" means loss, damages, liabilities, demands, charges, costs (including legal costs on an indemnity basis), expenses, actions, claims, suits, debts, or proceedings, demand of any nature, fines, penalties, or payment of any nature or kind.
"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.
"Party" means either CoreTRM, or you (and your Entity), and “Parties” mean both CoreTRM and you (and your Entity).
"Payment Terms" means the payment terms set out in the Order (if any).
"Permitted Users" means you and/or your Personnel who are authorised to access and use the CoreTRM Platform and Services on your behalf in accordance with Section 6.
"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 Data" means data or information which is regarded as personal data or personal information under any Privacy Legislation or under any other applicable Laws.
"Personnel" of an entity means any officer, employee, director, shareholder, Affiliate, agent, contractor, and subcontractor, but in respect of you or your Entity, any reference to your Personnel shall not include us.
"Privacy Policy" means our privacy policy at https://coretrm.com/privacy.
"Prohibited Jurisdiction" means: (a) at any time, a country or territory which is the subject or target of any comprehensive or country-wide or territory-wide Sanctions by a Sanctions Authority, including but not limited to North Korea, Iran, Syria, Cuba and the occupied territories of Ukraine including the regions of Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson; and (b) any other country which may be specifically prohibited by CoreTRM as notified to you from time to time.
"SaaS Service" means the software-as-a-service in respect of the CoreTRM Platform that we have agreed to provide you upon these Terms, having the core functionality described on the Website or otherwise specified by CoreTRM, as may be updated by CoreTRM from time to time, and may include any new features that augment or enhance the SaaS Service, as well as, any access to CoreTRM Materials granted by CoreTRM.
"Sanctions" means economic, financial, or trade sanctions or embargoes administered or enforced by any relevant Sanctions Authority.
"Sanctions Authority" means any government institutions, agencies, and/or authorities, having competent jurisdiction over a Party, as well as the following: the United States government, specifically the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Departments of State or Commerce, the United Nations Security Council (“UNSC”), the European Union (“EU”), the United Kingdom HM Treasury’s Office of Financial Sanctions Implementation (“OFSI”), the Singapore government, and/or any other applicable sanctions authority.
"Sanctioned Entity" means any person, being an individual, corporation, company, premises, association or government, being: (a) a person listed in any list of specially designated nationals or designated persons or entities maintained by a Sanctions Authority; or (b) 50% or more owned or controlled by any persons described in sub-section (a) of this definition; or (c) otherwise the subject of Sanctions.
"Services" means the SaaS Service and where applicable, the Support Services.
"SLA" means a service level agreement that references these Terms and is signed by both Parties.
"Start Date" means the start date of the Services that is specified in the Order, as may be varied by mutual agreement of the Parties in writing.
"Subscription Year" means each consecutive 12-month period commencing on the Start Date, and on each subsequent anniversary of that date.
"Support Services" means the support services (if any) that we have agreed to provide you, upon the terms of an SLA. “Terms” is defined above at Section 1.1. “Third Party Services” is defined in Section 12.
"Underlying Systems" means any IT solutions, systems and networks (including software and hardware) used by CoreTRM to provide the Services, 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
We shall use reasonable efforts to perform the Services in a professional and workmanlike manner.
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 Sections 12 and 13, we will use reasonable efforts to ensure the SaaS Services are 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 due to technical issues and/or urgent maintenance or development activities (whether scheduled or unscheduled), or in the event of Force Majeure. We will use reasonable efforts to notify you in advance of any unavailability (where practical). Subject to any SLA that may be signed between the Parties, we do not warrant uninterrupted use, operation, or availability of the CoreTRM Platform and/or Services, and you acknowledge and agree that the Services and the CoreTRM Platform may have errors and may encounter unexpected technical problems from time-to-time, and that you may experience downtime and errors in the operation, functionality or performance of the CoreTRM Platform and/or the Services.
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.
In accessing and using the Services and/or the CoreTRM Platform, you agree for and on behalf of yourself and your Personnel (if and to the extent such access or use by such Personnel is expressly approved in writing by CoreTRM):
(a) to correctly identify the sender of all electronic transmissions
(b) to comply with all notices, guidelines, rules, policies, and instructions pertaining to the use of the Services and/or the CoreTRM Platform as issued by CoreTRM or notified to you from time to time;
(c) to abide by all applicable Laws in your use of the Services and/or the CoreTRM Platform;
(d) not to permit or grant access to the Services and/or the CoreTRM Platform to any third party, other than as expressly permitted under the Agreement;
(e) not to use or attempt to use the Services and/or the CoreTRM Platform for unlawful and improper purposes;
(f) not to use or permit the use of the Services and/or the CoreTRM Platform in any manner or for any purpose, other than for your own internal business purposes, as set out in this Agreement;
(g) not to copy or reproduce the Services and/or the CoreTRM Platform by any means or in any form without our prior written consent;
(h) not to reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code, data models or underlying ideas or algorithms of the Services and/or the CoreTRM Platform;
(i) not to modify, translate, or create derivative works based on any element of the Services and/or the CoreTRM Platform;
(j) not to rent, lease, distribute, sell, resell, assign, or otherwise transfer or commercially exploit your rights to use the Services and/or the CoreTRM Platform;
(k) not to use the Services and/or the CoreTRM Platform for timesharing purposes or offer on a “pay-per-use” basis or otherwise for the benefit of any person or entity other than for your benefit in accordance with this Agreement;
(l) not to remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or marking placed upon or contained within the Services and/or CoreTRM Platform;
(m) not to publish or disclose to third parties any evaluation of the Services and/or CoreTRM Platform, without our prior written consent;
(n) not to hack, compromise, tamper with, or otherwise attempt to undermine the security, integrity, or security features of the Services, the CoreTRM Platform, or any Underlying Systems;
(o) not to use any interfaces, integrations, or third-party tools (including but not limited to business intelligence tools such as Power BI) in a manner that may adversely affect the performance, availability, or stability of the Services and/or CoreTRM Platform; and
(p) not to use, or misuse, the Services and/or the CoreTRM Platform in any way which may impair the functionality thereof, or impair the ability of any other user to use the Services and/or CoreTRM Platform;
(q) not to 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 Services and/or the CoreTRM Platform in accordance with the Agreement; and
(r) not to use the Services and/or CoreTRM Platform in a manner, or to transmit, input or store any data, that breaches any third party right (including Intellectual Property Rights and data privacy rights) or that is illegally obtained, Objectionable, incorrect or misleading,
and you shall hold harmless, defend, and indemnify CoreTRM and CoreTRM’s Personnel against all Loss sustained or incurred by CoreTRM and CoreTRM’s Personnel, which arises out of any breach of this section by you and/or your Personnel
You shall at all times remain solely responsible for procuring all licences, authorisations and consents required for you and your Personnel to use the Services and/or the CoreTRM Platform, including to use, store and input any Customer Data into, and process and distribute Customer Data through the Services and/or the CoreTRM Platform.
You acknowledge that in using the Services and the CoreTRM Platform, any Personal Data involved is processed by us in accordance with our Privacy Policy.
CoreTRM may issue to you one or more user logins and passwords for access and use of the CoreTRM Platform and SaaS Services. You and your Permitted Users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the Permitted User to which it was issued. Each Permitted User account is for a single named individual only (as per our records based on the approval process in Section 6.2), and shall not be shared among different users. You and your Permitted Users must not, under any circumstances, (a) impersonate another person, (b) misrepresent authorisation to act on behalf of others or us, or (c) allow any person other than Permitted Users to access or use the CoreTRM Platform and/or SaaS Services. You acknowledge and agree that you are fully and solely responsible and liable for all activities, transactions, and communications that occur or are conducted through your account or your Permitted User account, and/or associated with your or your Permitted User’s user logins and passwords, whether or not such use is authorised by you. You and your Permitted Users must not share any access to the account or login details with any other person. You agree to (a) immediately notify us of any unauthorised 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.
You may request for a member of your Personnel to become a Permitted User by providing us with the Permitted User’s name and other information that we reasonably require to provide the Permitted User access to the CoreTRM Platform and/or SaaS Service; Provided that if the application is for a third party (such as an Affiliate, agent, contractor or subcontractor), you shall inform us of the identify of such third party and the purpose for which such access is required, and such access shall be subject to our prior written approval . Your request shall not be confirmed until both Parties have (a) where required by CoreTRM, mutually executed a new Order or an amendment to an existing Order; and (b) CoreTRM has approved and set up a new account for the new Permitted User and notified you or your Permitted User of this new account. We shall be entitled to charge you for any new Permitted User, Order or variation of an existing Order at our then-current rates, unless otherwise specified in the applicable Order, prorated for the remainder of the then-current Subscription Year. You will also be required to submit a request to CoreTRM if you wish to access certain CoreTRM Materials on our Website, and the request shall be in such form and manner specified by CoreTRM. CoreTRM will review your request and notify you of its approval or rejection of such request.
You warrant and undertake to procure, and shall be fully responsible for, each Permitted User’s compliance with these Terms, the Agreement, and any other guidelines, instructions, or policies as may be notified to you. A breach of any term of the Agreement by your Personnel (including any Permitted User) shall be deemed to be a breach of the Agreement by you.
You agree that we will not be liable for any Loss arising as a result of or in connection with any failure to comply with the terms in Section 6, or any unlawful, fraudulent or otherwise wrongful or unauthorised use of your account(s).
We may in our sole and absolute discretion, provide you with limited access to the SaaS Services based on a version of the CoreTRM Platform for which no Fees are payable, as a free trial or demonstration (“Trial”). Notwithstanding any other provision to the contrary in this Agreement, you agree and acknowledge that: (a) the Trial shall be provided to you solely for testing and evaluation purposes for a limited trial period as notified in writing by CoreTRM to you, on an as is and as available basis without any warranties, representations, or guarantees of any kind, express or implied, whether arising under contract, tort, statute, equity, or otherwise, including but not limited to merchantability, functionality, fitness for a particular purpose, performance, uninterrupted availability, or non-infringement; (b) all conditions, warranties, guarantees and indemnities (whether express, implied or statutory and including those under law, equity or otherwise) in relation to our provision of the Trial shall be excluded to the fullest extent permitted by Law; (c) we may change, limit, or remove any feature, functionality, or part of the Trial, CoreTRM Platform or SaaS Services at any time and for any reason without notice, obligation to provide replacement, or liability of any kind; (d) we may suspend, revoke, or terminate your access to the Trial at any time without cause, and without notice and without any liability to you, and/or your Personnel; and (e) your use of the Trial is at your sole risk, and we shall have no obligation to provide support, maintenance, or updates during the Trial.
You shall pay us the Fees in full, without any set-off or deduction, on the dates and in the amounts and manner set out in the Payment Terms, or if there are none, in accordance with the payment terms set out in CoreTRM’s invoice.
All Fees are non-refundable (save only where we terminate this Agreement under Section 14.3(c)
We may increase the Fees:
(a) as set out in the Order (including during the Initial Term) or where separately agreed in writing by the Parties; and/or
(b) anytime after the Initial Term, by giving you at least 90 days’ notice in advance of the start of each Subscription Year.
For any Fee increases under Section 8.3(b), if you do not wish to pay the increased Fees, you may elect to terminate this Agreement (and your right to access and use the Services and/or CoreTRM Platform) by providing no less than 30 days’ notice before the effective date of the Fee increase, failing which you shall be deemed to have accepted the increased Fees. For avoidance of doubt, any Fee increase under Section 8.3(b) shall only take effect after the end of the Initial Term.
Without prejudice to Section 8.3, we reserve the right at any time and from time to time to modify, update or enhance the Services and/or the CoreTRM Platform (or any part thereof). Significant modifications may be communicated in advance. To the fullest extent permitted by applicable Law, you agree that we shall not be liable in any way to you and/or your Personnel, or to any third party for any modification of the Services and/or the CoreTRM Platform.
Save for any Trial provided under Section 7.1, the Services shall be offered on a subscription basis.
This Agreement shall commence on the Start Date and continue for the Initial Term, and shall thereafter automatically be renewed for each successive Subscription Year, unless earlier terminated in accordance with this Section 10 (such period being the “Term”).
Either Party may, by written notice to the other Party, immediately terminate the Agreement (including all related Orders) if the other Party:
(a) commits a material breach of any provision of this Agreement, which is not capable of being cured, or if such breach is capable of remedy, is not remedied within thirty (30) days after receiving written notice specifying that breach and requiring its remedy; or
(b) ceases its business operations without a successor; or
(c) enters into any bankruptcy, winding up, judicial management, receivership, creditors’ arrangement, composition or comparable proceeding; or if any such proceeding is instituted against that Party.
CoreTRM’s additional rights of suspension and/or termination. If at any time during the Term of this Agreement:
(a) there is any outstanding payment from you due and owing to CoreTRM for more than thirty (30) calendar days; or
(b) you commit, permit, or threaten any breach or default of Section 5.2, 16 and/or 17; or
(c) CoreTRM determines in its sole discretion that performing one or more of its obligations under this Agreement would be prohibited by or creates a material risk of breach of any applicable Law or Sanctions, including any export-control laws; or
(d) CoreTRM, you, or any of your Affiliates becomes a Sanctioned Entity or becomes unable to perform its obligations as a result of any Sanctions; or
(e) CoreTRM is of the reasonable opinion that you are in breach of any of Sections 19.1 to 19.3 (whether as a result of any action and/or omission);
CoreTRM shall be entitled in its sole discretion to, immediately upon giving written notice to you: (i) suspend the provision of or access to the Services and/or the CoreTRM Platform, and the performance of its obligations under this Agreement and/or any Order; or (ii) terminate this Agreement and/or any Order; or (iii) if any suspension is in effect as a result of CoreTRM exercising its rights under Section 10.4(i), resume provision of, or restore your access to the Services and/or the CoreTRM Platform, if CoreTRM is satisfied that the circumstances giving rise to the suspension is resolved, remediated or no longer applies. CoreTRM shall not be liable to you, your Affiliates, your Personnel or any third party for any Loss arising from the aforementioned suspension or termination.
Termination for Convenience during the Initial Term. During the Initial Term, you may choose to stop using the Services and terminate the Agreement at any time for any reason upon written notice to us, provided that upon any such termination: (i) you shall not be entitled to any refund of any Fees already paid to us; and (ii) all Fees payable for the remainder of the Initial Term (including the then-current Subscription Year) shall become immediately due and payable. For the avoidance of doubt, such outstanding Fees shall be an amount equivalent to the Fees for the Services that we would otherwise have expected to receive from you in respect of those Services over the entire Initial Term, shall become immediately due and payable.
Termination for Convenience after the Initial Term. Following the Initial Term, you may terminate this Agreement by providing prior written notice to us at least 60 days before the end of the then-current Subscription Year, following which the Agreement shall terminate upon the expiry of that Subscription Year. For the avoidance of doubt, if no such written notice is given, the Agreement shall automatically renew in accordance with 10.2, and you shall remain liable for the full Fees for the next Subscription Year.
Termination or expiry of the Agreement shall not affect any rights, liabilities or obligations accrued by a Party before such termination or expiry.
Upon termination or expiry of this Agreement:
(a) all access to the CoreTRM Platform and SaaS Services, and all licences granted to you in respect of any CoreTRM IP shall immediately cease and you shall immediately cease all use of any CoreTRM Platform, SaaS Services and CoreTRM IP.
(b) all Fees and other amounts payable to CoreTRM under this Agreement shall become immediately due and payable by you, and you shall forthwith pay to CoreTRM all such Fees and amounts within fourteen (14) calendar days from the date of termination or expiry of the Agreement. For the avoidance of doubt, where this Agreement is terminated by CoreTRM during the Initial Term pursuant to Sections 10.3 or 10.4 (except when termination happens due to CoreTRM becoming a Sanctioned Entity), or by you pursuant to Section 10.5, all Fees payable for the remainder of the Initial Term shall become immediately due and payable.
(c) each Party shall comply with Section 17.5.
The following provisions shall survive termination or expiration of this Agreement: (a) any obligation of yours to pay any Fees and other amounts to CoreTRM, incurred before termination or expiry of this Agreement; (b) Sections 17 (Confidential Information), 13.2 (Warranty Disclaimer), 14 (Indemnification), 15 (Limitation of Liability), and 16 (Intellectual Property); and (c) any other provision of this Agreement which by its nature or intent is meant to survive.
You shall be solely responsible for exporting your data either using the functionality of the CoreTRM Platform or by requesting a bulk download from us no later than thirty (30) days following the expiry or termination of these Terms. Save as set out in the foregoing, you will not have access to the Customer Data after expiry or termination of these Terms.
The SaaS Service and/or CoreTRM Platform may contain, or third parties may provide, links to websites, software, data or resources owned or managed by third parties, including third party market data feeds (“Third Party Services”). You acknowledge and agree that we have no control over such Third Party Services, and that we are therefore not responsible for their availability or functionality. We do not endorse, warrant, or assume any responsibility or liability for any Third Party Services, including any information, content, advertising, products, services, or other materials on or available from such Third Party Services, including any Loss caused or alleged to be caused by or in connection with your use of or reliance on them.
Mutual Warranties. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under the Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
Warranty Disclaimer. Except as expressly set forth in this Section 13 and subject to any SLA or any other separate agreement that may be signed between the Parties, we provide no representation or warranty of any kind, express or implied or statutory, including without limitation any warranties of functionality or merchantability, satisfactory quality or fitness for a particular purpose, non-infringement, title, and accuracy or completeness of data or results, or any arising from course of dealing, course of performance, or usage of trade, and you agree and acknowledge that the Services and CoreTRM Platform are provided on an “as is,” and “as available” basis. Without limiting the generality of the foregoing, we do not represent or warrant that the Services and/or the CoreTRM Platform will be suitable for your intended use, or that the use thereof shall be uninterrupted and free from defects and errors, or free from computer virus, Trojan horses, or other malicious, destructive or corrupting code, agent, program or macros, or secure from hacking or other unauthorised access or intrusion or that Customer Materials (or any transmission thereof) will remain private or secure.
Except as expressly and specifically provided in this Agreement, you and/or your Personnel assume sole responsibility for all results obtained from the use of the CoreTRM Platform and Services, and for conclusions drawn from such use. We shall have no liability for any results, or trades executed through or in connection with the use of the CoreTRM Platform or Services, or for any loss or damage caused by errors or omissions in any information, instructions or scripts provided by you and/or your Personnel in connection with the Services, or any actions taken by us based on your and your Personnel’s instructions or directions. You acknowledge that: (a) the CoreTRM Platform is a decision-support tool only; (b) all trading, hedging and risk-management decisions are made by you and/or your Personnel at your own risk; (c) you and/or Personnel remain solely responsible for verifying the accuracy, completeness and timeliness of any results obtained from your and/or your Personnel’s use of the CoreTRM Platform; and (d) we do not warrant that use of the CoreTRM Platform will ensure compliance with Laws, or achieve any particular financial, accounting or regulatory outcome.
We assume no responsibility for the timeliness, currency, deletion, mis-delivery or failure to store any Customer Materials, including user communications or personalization settings. You acknowledge and agree that use of the Services and CoreTRM Platform necessarily involves transmission of Customer Materials over networks that we do not own, operate or control, and is subject to and constrained by network connectivity and speeds, and linkages and connectivity with third parties, that we do not own, operate or control, and we shall not be responsible for any Customer Materials lost, altered, intercepted or stored across such networks, or for any delays or failures in such networks or third party sites, products or services. We shall 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. The duration of any statutorily required warranties, if any, shall be limited to the shortest period permitted by Law.
Under no circumstances shall CoreTRM be responsible or liable for any Customer Materials and any materials, data, information, content, text, or other inputs provided by or on behalf of you or your Personnel or third parties, or otherwise uploaded, transmitted, or submitted on or through the CoreTRM Platform.
From CoreTRM.
(a) Subject to Section 14.1(b), CoreTRM shall defend you against any third party claim, suit, or proceeding arising directly out of infringement by the CoreTRM Platform (when used as authorised under this Agreement) of any third party patent right or copyright registered in Singapore, United States or a member nation of the European Union (“IP Claim”), and shall indemnify you for any damages and costs finally awarded against you in judgment by a court of competent jurisdiction or in settlement of such IP Claim, provided that the following conditions are met:
(i) you shall provide prompt written notice of the IP Claim upon becoming aware of any such IP Claim (but in any event, notice in sufficient time for CoreTRM to respond without prejudice);
(ii) you shall provide reasonable cooperation and assistance in the defense, investigation, and settlement of the IP Claim, including providing CoreTRM a copy of the IP 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;
(iii) you shall not settle or make any admissions with respect to the IP Claim without CoreTRM’s prior written consent;
(iv) CoreTRM shall have sole and exclusive right and authority to control, direct, investigate, defend and settle (if applicable) all such IP Claims.
(b) CoreTRM’s indemnity obligations set forth in Section 14.1(a) above do not apply: (i) to the extent that an IP Claim arises out of any Excluded Event; or (ii) to the extent that an IP Claim arises out of your rejection of or failure to implement or incorporate updates, enhancements, or upgrades that would have avoided the alleged infringement, provided such updates, enhancements, or upgrades were provided at no additional cost beyond what is required pursuant to this Agreement; and/or (iii) where the total aggregate Fees received by CoreTRM under this Agreement in the twelve (12) month period immediately preceding the IP Claim is less than US$50,000.
From Customer. You shall indemnify, hold harmless, and defend CoreTRM and CoreTRM’s Personnel from and against any and all Loss arising out of or in connection with any actual or alleged: (a) claim by a third party that any Customer Materials infringes any rights of a third party (including Intellectual Property Rights and privacy rights), or that any Customer Materials were unlawfully obtained, incomplete, Objectionable, incorrect or misleading; (b) improper, unauthorised, or unlawful use, collection, processing, disclosure, transfer, or handling of Customer Materials by you (or on your behalf, including through your Personnel); (c) any breach of confidentiality obligations under Section 17 by you and/or your Personnel.
IP Remedies. In the event that your use of the CoreTRM Platform is enjoined as a result of any IP Claim or settlement thereof, or where determined by CoreTRM in its sole discretion to be reasonably necessary to avoid material liability, CoreTRM may, at its sole discretion and on its own expense: (a) procure for you the right to continue using the CoreTRM Platform in accordance with this Agreement; or (b) replace or modify the affected CoreTRM Platform functionality with another that is substantially similar in functionality; or (c) terminate your right to continue using the CoreTRM Platform and this Agreement, and reimburse any prepaid amounts for the affected CoreTRM Platform functionality for the terminated portion of the Subscription Year. This Section 14.3 shall set out your sole and exclusive remedy in respect of any IP Claim.
Liability Cap. Notwithstanding anything to the contrary in this Agreement, and subject to Sections 15.2 and 15.4, each Party’s liability for Losses shall not exceed in the aggregate for all claims and causes of action arising out of, under, or in connection with this Agreement, the amount received under the Agreement during the twelve months immediately preceding the first event giving rise to such liability.
Consequential Damages. To the maximum extent permitted by applicable Law, neither Party (nor its Personnel) will have any liability arising out of or related to this Agreement for any loss of use, lost, corrupted or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance, exemplary, punitive, or consequential damages of any kind, even if informed of the possibility of such damages in advance.
Clarifications & Disclaimers. For the avoidance of doubt:
(a) Section 15.1 shall apply: (i) to liability for negligence by CoreTRM; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) even if CoreTRM is advised in advance of the possibility of the Losses in question and even if such Losses were foreseeable; and (iv) even if your remedies fail of their essential purpose. Where any applicable Law limits the application of the provisions of this Section 15, CoreTRM’s liability shall be limited to the maximum extent permissible.
(b) CoreTRM’s liability limits and other rights set forth in this Section 15 shall apply likewise to CoreTRM’s Personnel.
(c) CoreTRM shall have no liability for any loss or damage arising from: (i) your and/or your Personnel’s trading, hedging, supply, logistics or investment decisions; (ii) market movements, price volatility, illiquidity, benchmark disruption, basis risk or correlation breakdown; or (iii) your and/or your Personnel’s reliance on valuations, risk metrics, simulations, scenarios, market data or other data, analytics or output generated by or obtained from the CoreTRM Platform or through Third Party Services.
Exclusions. Section 15.1 shall not apply to limit:
(a) your liability: (i) to pay the Fees; or (ii) for any breach of Section 17 (Confidential Information); or (iii) under your indemnity obligations in Section 14 (Indemnification);
(b) if you are receiving Services under a paid subscription, CoreTRM’s liability under any indemnity obligation in Section 14 (Indemnification); and/or
(c) either Party’s liability under or in connection with this Agreement for personal injury or death, fraud or wilful misconduct.
No liability for other Party’s Personnel. For the avoidance of doubt, each Party shall only be liable to the other Party for acts or omissions of its own respective Personnel (but in respect of Customer, excludes CoreTRM).
Mitigation. Each Party shall take reasonable steps to mitigate any Loss it may suffer or incur arising from any act or omission of the other Party under or in connection with this Agreement.
The Parties hereby agree that all Intellectual Property Rights comprised in:
(a) CoreTRM’s Confidential Information, the CoreTRM Materials, Services, and the CoreTRM Platform, including all source codes thereto; and
(b) all modifications, improvements, adaptations, customisations, or enhancements of or to the items in Section 16.1(a) created or developed by CoreTRM, whether by itself or jointly with you and/or your Personnel, whether as a result of Feedback (defined in Section 3) or otherwise, and whether in relation to this Agreement or otherwise,
but excluding the Customer Materials (collectively, “CoreTRM IP”), shall belong to and shall remain vested in CoreTRM, and you undertake to execute all documents necessary to effect, perfect or record, or otherwise give full and proper effect to this Section 16.1. Save as expressly granted in this Agreement, you are not granted any right or interest in any of the CoreTRM IP, and shall not during, or at any time after the expiry or termination of this Agreement in any way question or dispute CoreTRM’s ownership or validity of any CoreTRM IP.
You hereby grant to CoreTRM a non-exclusive, sublicensable, royalty-free, worldwide, fully paid up, transferable right and licence to use, store, copy, modify, make available and communicate the Customer Materials for any purpose in connection with the provision of the Services and/or CoreTRM Platform, the exercise of CoreTRM’s rights or performance of CoreTRM’s obligations under this Agreement, or for any other purposes permitted under this Agreement.
CoreTRM hereby grants to you a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited right and licence to access the SaaS Services and use the CoreTRM Materials, worldwide (excluding any Prohibited Jurisdiction) (the “Territory”) during the Term in accordance with this Agreement, for your internal business purposes in connection with your use of the SaaS Services under this Agreement, and for no other purpose.
Nothing in the Agreement or in the Parties’ dealings arising out of or related to the Agreement shall at any time:
(a) entitle you and/or your Personnel to have any access to or use of (i) any source code or object code of the CoreTRM Platform or any other similar or related CoreTRM IP; or (ii) any Confidential Information of CoreTRM’s customers.
(b) restrict CoreTRM’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback (including to incorporate Feedback within and exploit the CoreTRM IP and any new or improved products and services) or require CoreTRM to compensate or credit you and/or your Personnel providing such Feedback, whether during the Term or after the expiry or termination of this Agreement.
“Confidential Information” refers to the following items one Party to this Agreement (“Discloser”) discloses to the other Party (“Recipient”) in connection with this Agreement, whether orally, electronically, in writing or otherwise: (a) any information Discloser designates or identifies as “confidential” or “proprietary” at the time of disclosure; and (b) any other information which Recipient knows or should reasonably consider to be a trade secret or otherwise confidential; and may include, but is not limited to, software and related documentation, data model(s), technical and business information relating to inventions or products, research and development, intellectual property (including trade secrets), know-how, pricing mechanism and information, processes, finances, customers, marketing, documents, prototypes, samples, and equipment. Confidential Information may also include information disclosed to a Discloser by third parties. Notwithstanding the foregoing, Confidential Information does not include information that: (i) was already lawfully in Recipient’s possession with no obligation of confidentiality at the time of disclosure by Discloser; (ii) was independently developed by Recipient, provided the Recipient can demonstrate that such development was accomplished by or on behalf of the Recipient without access to or the use of or reference to the Discloser’s Confidential Information; (iii) the Recipient lawfully obtains from a source other than the Discloser which source is entitled to disclose it to the Recipient with no restriction or obligation of confidentiality; or (iv) becomes known publicly, before or after disclosure, other than as a result of Recipient’s action or inaction or through a breach of this Agreement.
CoreTRM’s Confidential Information. The Parties expressly acknowledge and agree that CoreTRM’s Confidential Information shall include without limitation, the CoreTRM Platform, the CoreTRM Materials, the Services, related documentation, and any and all technical and business information, including without limitation, CoreTRM IP and other intellectual property (including trade secrets), data models, software, source code, know-how, pricing mechanism and information, formulae, algorithms, API guides, user guides and videos, and technical expertise related to the CoreTRM Platform and Services, any recorded demonstrations conducted by CoreTRM of the CoreTRM Platform and Services, as well as any confidential or proprietary information of CoreTRM’s customers, licensors or contractors.
Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to facilitate the provision of the Services and the CoreTRM Platform, or perform any obligation under this Agreement (the “Purpose”). Recipient:
(a) shall only disclose Confidential Information to the Recipient’s own employee or contractor on a “need to know” basis to the extent necessary for CoreTRM to provide the Services, and provided that such employee or contractor is made aware of and bound by confidentiality and nondisclosure obligations with respect to that Confidential Information on terms no less restrictive than those of this Section 17; and
(b) shall not disclose Confidential Information to any other party without Discloser’s prior written consent; and
(c) must not, and must ensure its employees and contractors do not, use the Confidential Information for any purpose other than providing the Services or performing any obligation under this Agreement, and only to the extent necessary to do so.
Without limiting the generality of the foregoing, Recipient shall, and shall procure its employees and/or contractors, keep confidential and protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Discloser’s Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing: where the Recipient is required by applicable Law or by a governmental authority or Sanctions Authority to disclose any such Confidential Information, Recipient shall first give Discloser prompt notice in reasonable detail of any such legal or governmental or sanctions requirement, and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense, and Recipient shall in any event only disclose such Confidential Information to such extent only as is necessary for compliance with applicable Laws.
Injunction. Recipient agrees that any breach or threatened breach of this Section 17 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
Termination & Return. Upon termination of this Agreement, Recipient shall immediately stop using all Confidential Information of the Discloser, and at the Discloser’s option, return to Discloser or securely and irreversibly erase and destroy, all Confidential Information of the Discloser and all copies thereof in the Recipient’s possession or control (including where held by any third party on Recipient’s behalf, in which case the Recipient shall procure that such third parties comply with the foregoing obligations). The Recipient of the Confidential Information shall, when instructed in writing, provide to the Discloser a certificate evidencing such complete destruction or return (as applicable). Notwithstanding the foregoing, the Recipient may retain copies of the Discloser’s Confidential Information for the sole purpose of and only to the extent necessary for its legal and regulatory purposes.
Retention of Rights. Nothing in this Agreement transfers ownership of any Confidential Information, nor grants any license or right to use such Confidential Information, except as expressly set out in this Agreement. Each Discloser shall retain all right, title, and interest in and to its own Confidential Information.
Publicity. Neither Party is permitted to issue, distribute, or publish any press release or marketing materials, or make any public announcement, concerning this Agreement or its business relationship with the other Party without the other Party’s prior written consent, provided that the Parties agree that CoreTRM may, without further or prior consent from you, issue press releases and/or distribute marketing materials announcing your engagement of CoreTRM to provide the Services upon execution of this Agreement and again on the go-live date of the CoreTRM Platform.
Customer Data. You agree and acknowledge that CoreTRM and its Personnel require access to the Customer Data in order to provide the Services and/or the CoreTRM Platform and carry out its obligations under this Agreement. You warrant and undertake that all requisite notifications and consents for the collection, processing, use, retention, disclosure, and transfer of the Customer Data by CoreTRM and its Personnel pursuant to this Agreement (including for the purposes of providing the Services and/or the CoreTRM Platform) have been obtained by you in compliance with all applicable requirements under this Agreement, the Singapore Personal Data Protection Act 2012 and all subsidiary legislation and guidelines issued pursuant thereto, as well as all other applicable data privacy Laws (“Privacy Legislation”). You further acknowledge and agree that while CoreTRM may take standard industry measures to back up the Customer Data, you shall be solely responsible for maintaining separate back-ups of all Customer Data made available to CoreTRM and/or uploaded onto the CoreTRM Platform.
Survival. The confidentiality obligations set forth in this Section 17 shall survive the termination or expiry of this Agreement.
Independent Contractors. The Parties are independent contractors and shall so represent themselves in all regards. Nothing in this Agreement shall be deemed to create any employment, partnership, joint venture, or principal-agent relationship between the Parties nor to otherwise confer on either Party the authority to bind the other Party to any third party for any purpose.
No third party rights. The Singapore Contracts (Rights of Third Parties) Act 2001 shall not under any circumstances apply to the Agreement and any person or entity who is not a Party to this Agreement (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in the Agreement) shall have no right under the Contracts (Right of Third Parties) Act 2001 to enforce any term of the Agreement.
Notices. 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 CoreTRM Platform. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us for matters relating to this Agreement by emailing legal@coretrm.com
Force Majeure. No delay, failure, or default of a Party (other than a failure to pay Fees when due) shall constitute a breach of this Agreement to the extent caused by a “Force Majeure Event”, meaning any cause affecting such Party’s performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such Party, including without limitation: acts or threats of war, terrorism, hurricanes, earthquakes, other natural physical disasters, acts of God or of nature, strikes, lock-outs, or other labour disputes or industrial action, riots or other acts of civil disorder or commotion, embargoes, government action or regulation, imposition of sanctions, embargoes or export controls, large-scale or state-sponsored cyberattacks, supply disruptions, telecommunication or utility failures, epidemic, quarantine restrictions, shortage of raw materials and general failure of public transport.
Assignment & Successors. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other Party’s express written consent, not to be unreasonably withheld. Except to the extent forbidden in this Section 18.5, this Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.
Severability. The Parties acknowledge that its obligations and rights under this Agreement are severable. In the event that a provision of this Agreement is held to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable Law, and the remaining provisions of this Agreement shall continue in full force and effect.
No Waiver. A Party shall not be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative of such Party in an explicit written waiver. Any waiver by any Party of any breach of any term of the Agreement by the other Party shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
Choice of Law & Jurisdiction. This Agreement and all claims arising out of or related to this Agreement will be governed by and construed solely in accordance with the laws of Singapore, without regard to its conflict of law provisions. The Parties hereby submit to the exclusive jurisdiction of the courts of Singapore. This Section 18.8 governs all claims arising out of or related to this Agreement, including without limitation tort claims.
Entire Agreement. This Agreement constitutes the entire agreement between you and us in respect of the subject-matter of this Agreement, and governs 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.
Conflicts. In the event of any conflict or inconsistency between provisions in different parts of this Agreement, the documents in this Agreement shall have the following order of precedence: (1) each applicable Order, with the most recently executed Order prevailing over any earlier Order to the extent of the conflict or inconsistency; (highest priority)
(2) these Terms; and
(3) the SLA.
Definitions. Defined terms used in the Order(s), SLA, or other document signed between the Parties shall have the meanings set out in this Agreement unless otherwise expressly defined.
References. (a) References to a Section shall be to such Section of this Agreement, unless otherwise expressly provided. (b) References to and mentions of the word “including” or the phrase “e.g.” shall mean “including, without limitation”. (c) All references to a number of days mean calendar days, unless expressly indicated otherwise. (d) A reference to the singular shall where the context requires include a reference to the plural, and vice versa. (e) The Section headings are for reference and convenience only and shall not be considered in the interpretation of this Agreement. (f) Unless otherwise provided, any reference to any statute or legislation shall be deemed a reference to such statute or legislation as amended or replaced from time to time and be deemed to include any subsidiary legislation, regulations, orders, or notices made thereunder.
You undertake, represent and warrant, on a continuing basis, that:-
(a) to the best of your knowledge, you are not a Sanctioned Entity, or an Affiliate of a Sanctioned Entity; and
(b) for the Term of this Agreement, you shall comply with all applicable Sanctions.
You undertake, represent and warrant, on a continuing basis, that you shall procure that your Affiliates, bank(s), supplier(s), subsidiary(ies), and Personnel shall, in connection with this Agreement, at all times comply with any and all applicable Laws.
You undertake, represent and warrant, on a continuing basis, that:-
(a) you shall not, and shall procure that your Personnel do not, use or permit anyone to use the Services and/or CoreTRM Platform for any unlawful purpose;
(b) you shall not, and shall procure that your Personnel do not, cause any person to violate any applicable Laws, including Sanctions; and
(c) you shall, promptly upon receipt of CoreTRM’s request, provide all available documentation (including those in the control or possession of your Personnel) required to evidence compliance with any such applicable Laws and Sanctions.
Notwithstanding anything to the contrary in this Agreement:
(a) CoreTRM shall not, solely by reason of becoming a Sanctioned Entity or being unable to perform its obligations as a result of any Sanctions, be regarded as having breached this Agreement.
(b) and to the fullest extent permitted by Law, under no circumstances shall any individual or entity be entitled to access CoreTRM’s premises, systems, databases, information (including Confidential Information) without the prior written consent of CoreTRM, and only to the extent as expressly required by applicable Laws in Singapore or pursuant to a binding court order issued by a Singapore court, and provided further that such access shall: (i) be conducted under CoreTRM’s supervision, and in a manner that minimises disruption to CoreTRM’s business operations; and (ii) exclude access to any confidential information of CoreTRM’s customers or any other third party, unless such disclosure is expressly required by applicable Laws of Singapore.