1. any reference to a statute, statutory provision, law, by-laws, regulation, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by- laws, regulations, statutory instruments or orders made or issued pursuant to it;
2. references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);
3. if any period of time specified in these Terms and Conditions for a given act or event ends on a non-Business Day, then that time is deemed to only end on the next Business Day;
4. the words “other” and “otherwise” shall not be construed ejusdem generis with any foregoing words, and the words “include”, “includes”, “including” and similar expressions shall be deemed to be followed by the words “without limitation”;
5. the words “written” and “in writing” include any means of visible reproduction;
6. clause headings and sub-headings are for convenience only and shall not affect the construction of these Terms and Conditions; and
7. unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a specific gender shall include the other genders.

1. grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable and non-assignable licence to permit the Customer and End Users to access and use the Platform and App during the Subscription Term solely for Customer’s internal business operations; and
2. provides Customer with the Support Services as set out in the Quotation during the Subscription Term (if applicable).

1. hardware supply (e.g. mobile devices, computers, networking devices, routers etc.);
2. software installation, customisation, configuration, integration or updates; and/or
3. network or other communications services, or security or penetration testing.

1. cooperate with Supplier in all matters relating to the Services and provide Supplier with all information, records, and access to Customer’s premises as may be reasonably required by Supplier in order to perform Supplier’s obligations under the Agreement;
2. access and use the Services in compliance with the Agreement and all applicable Laws;
3. obtain and shall maintain all necessary rights, licences, consents, permissions and authorisations under applicable Laws or otherwise necessary for Supplier to perform its obligations under the Agreement;
4. carry out all responsibilities set out in the Agreement in a timely and efficient manner;
5. be solely responsible for any access to and/or use of the Services, any actions taken on, and all operations of, the Services, and any information, data or communications that occur under or through the use of any End User Account or are referable or traceable to any End User Account;
6. be solely responsible, at Customer’s own cost and expense for:
   1. obtaining all necessary hardware, software and communications services necessary for Customer’s and End Users’ access and use of the Services. The costs in connection with the purchase, installation and subsequent maintenance of any equipment shall be borne by Customer. Any network connectivity costs shall be born exclusively by Customer;
   2. taking all steps necessary to ensure the security of Customer’s devices and systems;
   3. implementing all arrangements necessary for the storage and regular backup of any Customer Data or records relating thereto, and Customer agrees Supplier may delete any Customer Data without prior notice;
   4. in respect of End User Accounts issued by Supplier to Customer: (i) registering and allocating End User Accounts to End Users; (ii) ensuring that the End User Account is used only by the End User who is authorised to use such End User Account; (iii) ensuring the security of and preventing any loss, disclosure or unauthorised use of any End User Account; (iv) immediately notifying Supplier if there is any loss, disclosure or unauthorised use of any End User Account; and (v) complying, and ensuring End Users comply, with any requirements that Supplier may prescribe in connection therewith from time to time;
   5. ensuring End Users agree to and are always in compliance with the EULA and use the Services in compliance with the terms of the Agreement for the purposes contemplated herein and all applicable Laws;
   6. ensuring that, unless otherwise stated in writing by Supplier, all End Users are not entitled to any Services or support provided by Supplier under the Agreement;
   7. ensuring that, all End User support-related or other queries must be made via Customer, and Customer shall be solely responsible for communicating and implementing any customer support resolution processes or solutions for End Users.

1. make available the Services or any results thereof to any third party nor use the Services in connection with the business of any third party;
2. copy, modify, adapt, prepare derivative works based upon the whole or any part of the Services, or permit the Services or any part of it to be combined with, or become incorporated in any other application, programs, or other services created by any third party;
3. disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code of the Services or any components thereof;
4. communicate, republish, upload, post, transmit, edit, re-use, rent, lease, loan, sell, assign, transfer, distribute, make available, license, sublicense or create derivative works or adaptations based on the whole or any part of the Services;
5. use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the Agreement, or in contravention of any applicable Laws, including infringement of Supplier’s Intellectual Property Rights or those of any third party in relation to the Services;
6. use the Services in a way that could damage, disable, impair, compromise, interfere with or disrupt the integrity or performance of the Services (or the systems or security of the Services or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of Supplier;
7. use any unauthorised automated process or service to access and/or use the Services;
8. provide, distribute or share, or enable the provision, distribution or sharing of, the Services (or any data associated therewith) with any third party;
9. access or use the Services in order to build a competitive product or service, or otherwise to compete with the Supplier;
10. use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to scrape or download any information and data from the Services; and/or
11. transmit or introduce to the Platform or App any Harmful Code, or any other material that:
    1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    2. facilitates illegal activity;
    3. promotes unlawful violence; or
    4. is otherwise illegal or causes damage or injury to any person or property,
    5. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

       and Supplier reserves the right, without liability to or prejudice to its other rights against Customer, to disable Customer’s and/or End Users’ access to the Services if there is a breach of this Clause 3.2, or to terminate or suspend the Agreement.

1. if Supplier’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of Customer and/or any End User, without prejudice to any other right or remedy it may have, Supplier shall:
   1. not be liable for any damages, costs, expenses and/or losses sustained or incurred by Customer and/or any End User that arise from or in connection with such act or omission;
   2. be entitled to full payment for the Services despite such act or omission;
   3. be entitled to recover any additional damages costs, expenses, and/or losses Supplier sustains or incurs that arise from or in connection with such act or omission; and
   4. be allowed an extension of time to perform its obligations proportionate to the delay so caused; and
2. Supplier shall at any time and from time to time in its sole and absolute discretion:
   1. automatically update the Services, add or remove functionalities, features or services, vary user account rights or impose user account restrictions (including in relation to End User Accounts), resource limits or fees or suspend or terminate Services and/or user rights; and
   2. deny, suspend or restrict access to the Services whether to any user or generally, or to block access from or to any resources, at any time, including in the event of a violation or alleged violation of the Agreement, Customer’s and/or any End User’s act or omission that causes harm to Supplier’s or its Affiliates’ brand, reputation or business as determined by Supplier in its sole and absolute discretion, without ascribing any reasons whatsoever,

      and in any such event, Customer agrees that Supplier shall not be liable for the exercise of the rights above and no claims shall lie against Supplier in connection therewith; and

3. Supplier has no obligation to monitor Customer’s and any End User’s access to or use of the Services but has the right to do so for the purposes of providing the Services and/or to determine Customer’s compliance with the Agreement and applicable Laws.

1. performing the Agreement and providing Customer with the Services;
2. processing, managing, verifying or maintaining Customer’s accounts and End User Accounts;
3. managing Supplier’s infrastructure and business operations and to comply with internal policies and procedures;
4. fulfilling any services provided by Customer that is managed via the Services;
5. complying with any applicable Laws or to assist in law enforcement and investigations conducted by any governmental and/or regulatory authority, whether within or outside Singapore;
6. enforcing the Agreement and protecting Supplier’s rights;
7. the purposes as stated in the Privacy Policy; and
8. such other purposes as may be reasonably related to the above.

(collectively, the “Purposes”)

1. Customer shall pay the overdue sum together with interest on the overdue sum from and including the payment due date up to and including the date of actual payment at an annual rate of 3%, or the maximum rate permitted by law, whichever is lower;
2. Customer shall reimburse Supplier for all reasonable costs incurred by Supplier in collecting any late payments, including attorneys’ fees, court costs, and collection agency fees; and
3. If such failure continues for fifteen (15) days following written notice thereof, Supplier may suspend any Services provided to Customer by written notice to Customer, until all past due amounts have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.

1. at all times maintain in strict confidence and not disclose such Confidential Information to any other person or entity except in accordance with Clause 6.2;
2. not use such Confidential Information for any purpose other than for the performance of the Agreement nor make unnecessary copies of the same, unless prior written consent of the other Party was obtained; and
3. ensure that such Confidential Information is protected against any unauthorised collection, disclosure, use, copying, modification and/or similar risks.

1. to its directors, officers, employees, Affiliates, agents, advisors, and/or service providers (collectively, “Recipients“) on a “need-to-know” basis for the purpose of performing any obligations or exercising any rights under the Agreement, provided that it:
   1. procures that the Recipients are bound by confidentiality obligations that are at least as restrictive as the confidentiality obligations in the Agreement; and
   2. shall be liable to the other Party for any non-compliance by the Recipients of their confidentiality obligations in respect of such Confidential Information;
2. if required by law, an order of court or governmental or other regulatory authority, provided that, to the extent it is legally permitted to do so, it gives the other Party prompt notice of any such requirement and cooperates with the other Party in attempting to limit such disclosure; and
3. to any third party provided it has obtained the other Party’s prior written consent.

1. at the time of disclosure to a Party, was already known to it as evidenced by written records or is generally available to the public other than as a result of a breach of the Agreement;
2. has been or is subsequently independently developed by a Party without use of the other Party’s Confidential Information; or
3. is obtained by a Party on a non-confidential basis from a third party lawfully possessing and lawfully entitled to disclose such information to the Party.

1. Supplier shall have the right to issue a press release or other public announcement with respect to the Agreement, the matters under the Agreement and the transactions contemplated hereby (including the Parties’ relationship under the Agreement); and
2. Supplier shall have the right to: (i) refer to Customer and the Agreement and (ii) use Customer’s trademarks, trade names, and logos, in Supplier’s publicity materials (including, without limitation, Supplier’s website, sample reels, brochures, presentations, advertisements, customer or vendor lists, portfolios and other printed or electronic marketing materials) for publicity, advertising or marketing purposes.

1. the Services;
2. any trademarks, service marks, trade names, domain names, website name, other significant brand features or specific descriptions which will allow a third party to identify Supplier and/or its Affiliates (including “AiR Digital”, AiR Digital logo, “GoTruck”, GoTruck logo);
3. all updates, derivatives and modifications developed or derived therefrom, including without limitation to any software, source and object codes, algorithms, data models (whether or not any of the foregoing have been developed using Customer Data), technology, web pages, text, pictures, images, audio, video, charts, layout design, and electronic documents, or customisation to the Services;
4. any reports or data generated by Supplier in the course of providing the Services to Customer (whether or not any of the foregoing have been developed using Customer Data);
5. any intangible ideas, residual knowledge, concepts, know-how and techniques related to or learned from Supplier’s provision of Services, including, without limitation, any intangible ideas, residual knowledge, concepts, know-how, and techniques related to any new features for the Services, whether or not created for Customer; and
6. any operation and technical data relating to the Services, (collectively, the “Supplier Intellectual Property Rights”).

1. comply with the PDPA with regard to any and all Personal Data collected, used, disclosed and/or processed pursuant to the Agreement; and
2. procure that the End Users agree to the Privacy Policy in writing prior to their access to and use of the Services.

1. for any Personal Data that it will be or is disclosing to Supplier and/or its Affiliates, the Customer would have prior to disclosing such Personal Data to Supplier and/or its Affiliates obtained the appropriate consent from the End Users and other persons (“Data Subjects”) to whom the Personal Data relate, to:
   1. permit the Customer to disclose such Personal Data to Supplier and/or its Affiliates for the Purposes; and
   2. permit Supplier and its Affiliates (in Singapore and/or elsewhere) to collect, use, disclose and/or process such Personal Data for the Purposes, unless the Data Subjects are deemed to have given such consent or unless otherwise permitted by the PDPA;
2. any Personal Data of Data Subjects that it will be or is disclosing to Supplier and/or its Affiliates is accurate and up-to-date; and
3. it shall provide the Supplier and/or its Affiliates with all assistance and information necessary to enable the Supplier and/or its Affiliates, to be able to comply with its obligations under the PDPA.

1. it is duly established and existing under the laws of its country of incorporation;
2. it has the full power and capacity to enter into and perform the Agreement;
3. the Agreement has been duly executed and is and will remain valid, binding and enforceable against it; and
4. no steps have been taken by it nor have any legal proceedings been started or threatened for its bankruptcy, winding up or for the appointment of a receiver, trustee or similar officer of any of its assets in its country of incorporation.

1. the Services being uninterrupted or error-free, or that defects will be corrected or that the Services and any related computer system is and will be free of all Harmful Code and/or other harmful elements;
2. the Services and any related computer system is and will be free from any unauthorised access, intervention, hacking, sabotage, fraud or infiltration by third parties;
3. the Services will at all times be available and/or accessible;
4. non-interference with Customer’s and/or End User’s use of the Services;
5. the Services being compatible or working with any third-party software, applications or third- party services; and
6. the Services will meet Customer’s and/or End Users’ requirements or any requirements prescribed by applicable Law.

1. any information or content (including Customer Data) which Customer and/or End User’s submits, posts, transmits, communicates, sends, publishes, uploads or otherwise makes available, or is otherwise collected, through the Services;
2. Customer’s or End User’s access to, use of and/or reliance on the Services;
3. any infringement of any rights arising in connection with Customer’s or End User’s access to, use of and/or reliance on the Services;
4. any unauthorised access to and/or use of the Services and/or any End User Account;
5. any act or omission of Customer, End Users and/or any other third party;
6. any suspension or termination of the Agreement by Supplier;
7. any delays or delivery failures arising in connection with Customer’s or End User’s access to, use of and/or reliance on the Services;
8. any loss of data, revenue, profits, goodwill, anticipated savings, reputation, business and/or business opportunity; and/or
9. any special, indirect and/or consequential loss or damage of any kind.

1. any information or content (including Customer Data) which Customer and/or End User’s submits, posts, transmits, communicates, sends, publishes, uploads or otherwise makes available, or is otherwise collected, through the Services;
2. Customer’s and/or End User’s breach of any provision of the Agreement or the EULA, including the representations, warranties and undertakings in Clauses 7, 8 and 9;
3. Customer’s and/or End User’s access and/or use of the Services;
4. any infringement of any rights arising in connection with Customer’s and/or End User’s access to, use of and/or reliance on the Services;
5. any unauthorised access and/or use of the Services and/or any End User Account;
6. any act or omission of Customer, End Users and/or any other third party;
7. any suspension or termination of the Agreement by Supplier; and
8. any action taken by Supplier either as part of Supplier’s investigation of any suspected breach of the Agreement or as a result of Supplier’s finding or decision that a breach of the Agreement has occurred.

1. Customer commits a material breach of any terms or conditions of the Agreement which is incapable of being remedied;
2. Customer commits a material breach of any of the terms or conditions of the Agreement and, if such breach is remediable, fails to remedy that breach within a period of thirty (30) days after being notified to do so in writing;
3. Supplier discovers any material misrepresentation, on the part of Customer, in inducing Supplier to enter into the Agreement and such material misrepresentation is not sufficiently rebutted by Customer to Supplier’s reasonable satisfaction within thirty (30) days of Customer’s receipt of Supplier’s notice thereof;
4. Customer becomes subject to an Insolvency Event;
5. Customer fails to pay any amount when due hereunder and such failure continues more than thirty (30) days after Customer’s receipt of Supplier’s notice thereof; or
6. Customer is otherwise prevented or prohibited by Law from performing its obligations under the Agreement.

1. all rights, licences and sub-licences granted by Supplier to Customer under the Agreement shall terminate and Supplier shall immediately cease Customer’s and its End Users’ access to and use of the Services;
2. Customer shall be solely responsible for bearing all costs and expenses associated with any migration or export of any Customer Data; and
3. Customer shall return to Supplier, destroy or permanently erase, and shall procure that any person who has received any Confidential Information in connection with the Agreement returns, destroys or permanently erases, all materials or documents (including copies thereof) containing, reflecting, incorporating or based on Supplier’s Confidential Information.

1. on the date of personal deliver, if delivered by hand;
2. three (3) Business Days after the day of posting, if posted; or
3. in the case of email on the date and time of transmission by the mail server operated by the sending Party.

Severity 1: Critical
Customer’s use of the Platform or App is stopped or so severely impacted that Customer cannot reasonably continue work. Customer experience a complete loss of service. The impacted operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:

• Data corrupted
• A critical documented function is not available
• Service hangs indefinitely, causing unacceptable or indefinite delays for resources or response
• Services crashes, and crashes repeatedly after restart attempts
• Security Incident with the potential to impact the confidentiality, integrity or availability of the service

Supplier will use reasonable efforts to respond to Severity 1 service requests within thirty (30) minutes. Supplier will work 24×7 until the Severity 1 service request is resolved, a reasonable workaround is put in place, or as long as useful progress can be made. Customer must provide Supplier with a technical contact during the 24×7 period to assist with data gathering, testing, and applying fixes. Customer are required to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from Supplier.

Severity 2: Significant
Customer experience a severe loss of service. Important features of the Platform or App are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion.

Severity 3: Standard
Customer experience a minor loss of service. The impact is an inconvenience, which may require a workaround to restore functionality.

Severity 4: Minimal
Customer request information, enhancement, or documentation clarification regarding the Platform or App, but there is no impact on the operation of such service. Customer experience no loss of service.

1. due to factors beyond Supplier’s reasonable control;
2. due to Customer’s failure to meet minimum system requirements required for the operation of the Services;
3. that result from the use of services, hardware, or software not provided by Supplier, including, but not limited to, issues resulting from inadequate bandwidth or related to other application, programs, or other services created by any third party;
4. caused by Customer’s breach of or non-compliance with the Agreement.