Last updated: 25th Aug 2020.
1.1 In this Agreement
“Business Day” means a day (excluding Saturdays, Sundays and public holidays in Singapore) on which banks are open for normal banking business in Singapore.
“Confidential Information” means any and all information (whether written, electronic or oral, and regardless of whether it is specifically designated as confidential) disclosed or made available to you by or on behalf of IBASE in connection with this Agreement or in contemplation of a possible business relationship, which information is non-public, confidential, sensitive or proprietary in nature including, but is not limited to:
any information, knowledge or data which are of an intellectual, technical, scientific, commercial, operational, administrative, economic, marketing, planning, trade secrets, research, know-how, business or financial nature, or in the nature of intellectual property of any kind, whether or not in relation to this Agreement and howsoever disclosed, including copies and reproductions thereof; all materials, works, prototypes, inventions, discoveries, techniques, computer programs, source codes, diagrams, workflow information, specifications and configurations of IBASE; all information relating to and/or contained in IBASE’s computer systems, including the related hardware, software, data and documentation; any information specifically designated by IBASE as private and/or confidential including but not limited to customer name, address, email, personal details or other identifying data; any information supplied to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of IBASE or any future business; and any information which is not in the public domain and in which the IBASE has a business, proprietary or ownership interest or has a legal duty to protect, including the existence of this Agreement.
“Data” means any data and information uploaded or inputted by you or with your authority onto the QORNERSTONE ESTATE PLATFORM for the purpose of using the Services.
“e-invoicing” means, including but not limited to, the printing of invoices or invoices with QR codes, conversion of such invoices into a digital format for facilitating electronic exchange of invoices, and generating payment files for submitting to banks for payment.
“e-Invoicing Services” or “Recurring Billing Services” means the e-invoicing services made available to the Subscriber via the QORNERSTONE ESTATE PLATFORM provided by IBASE, in consideration of the Fees paid or payable by such Subscriber.
“Fees” means the fees the Subscriber pays to IBASE for the Services in accordance with Clause 5 below.
“Force Majeure” means The Parties shall not be liable for any failure or delay in performing its obligations under this Agreement arising from or in connection with any cause beyond its reasonable control including acts of God and civil or military authority, fires, restrictions, acts of terrorism or sabotage, epidemics, wars, riots, earthquakes, storms, typhoons and floods or inability to obtain labour, material, equipment or transportation (“Force Majeure Event”). If either Party is hindered from complying with its obligations as a result of any Force Majeure Event, it shall promptly give written notice to the other Party stating the time period and extent of such suspension and provide appropriate evidence of the cause thereof. Any Party whose obligations have been suspended by the Force Majeure event shall resume the performance of such obligations as soon as reasonably possible after the removal of the cause of the Force Majeure Event. If the Events of Force Majeure continue for a period exceeding ninety (90) days either Party may at any time thereafter terminate the Agreement upon giving fourteen (14) days' written notice to the other Party.
IBASE", or “Platform Provider” refers to IBASE Technology Pte Ltd (Company Registration No. 199902557C), registered address at 19, Kallang Avenue, #04-151 Singapore 339410, the owner and developer of the Qornerstone Platform.
“Indemnified Persons” shall have the meaning ascribed to it in Clause 7.1.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Losses” means any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever (including any investigative, legal and other reasonable expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding).
“Services” means the use of Qornerstone Estate or other products provided by IBASE.
“Parties” means IBASE and you, and individually a “Party”.
“Personal Data” means data, whether true or not, about an individual who can be identified: (a) from that data alone; or (b) from that data and other information which IBASE has or is likely to have access.
“PII Data” means personally identifiable information data.
“PDPA” means the Personal Data Protection Act 2012.
“PEPPOL” means the set of technical artifacts and specifications that can be implemented in existing national and/or cross-border electronic procurement solutions and electronic business exchange services, that enable users to submit business documents including but not limited to electronic forms and invoices.
“QORNERSTONE ESTATE PLATFORM”, or “the Platform” means the proprietary cloud-based property management platform developed by IBASE. This platform may include these modules: Strata, Asset, Lease, Qommunity Manager, Qommunity Resident app, or any combination of these modules, for which the Subscriber can access virtue of its subscription of the Services.
“Recurring Fees” means fees which recur and need to be paid by the Subscriber on a monthly or annual basis.
“Services” means the provision of a secured, online property management platform made available to the Subscriber by IBASE and the Support and Maintenance Services.
“Subscriber” means the person who registers to use the Services, and, where the context permits, includes any entity on whose behalf that person registers to use the Services.
“Subscriber Personal Data” means Personal Data which the Subscriber discloses to IBASE, or which IBASE processes on behalf of the Customer,
“Terms and Conditions” means the terms and conditions governing the use of the Qornerstone Estate platform, Qommunity Resident and eFAMs apps and any other associated products.
“you” means the Subscriber and “your” has a corresponding meaning.
“$” means Singapore dollars, the lawful currency of the Republic of Singapore.
USE OF THE PLATFORM
2.1 By accessing the QORNERSTONE ESTATE PLATFORM and using the Services, you acknowledge and agree that you have fully read, understand all the responsibilities, obligations and potential liabilities borne by you completely and voluntarily enter into this Agreement.
2.2 IBASE grants you the right to access and use the Platform with the particular user roles available to you according to your subscription types or license. This right granted to you pursuant to this Clause is non-exclusive, non-transferable, and limited by and subject to this Agreement.
2.3 The Subscriber shall use the Platform only for the purpose of managing MCST estates and acknowledges that using the Platform to manage other types of property will require the purchase of a separate license.
2.4 Free Demo Account
3.1 As a cloud-based software platform, the safety and security of the platform depends to a certain extent on all users. Which is why we seek the understanding of all platform users to observe the following safe usage practices:
Kindly access the QORNERSTONE ESTATE PLATFORM and use the Platform for your own lawful business purposes, in accordance with the terms of this Agreement, the Terms and Conditions, any notices sent by IBASE, other conditions posted on the PLATFORM website, and all applicable laws and regulations.
3.2 Please take reasonable steps to ensure the Data uploaded or inputted to the QORNERSTONE ESTATE PLATFORM is true, accurate and complete in all respects, and in no way misleading, when you use the Platform for your legal, tax and compliance obligations.
3.3 Kindly ensure that the Data and information is transmitted or delivered to the QORNERSTONE ESTATE PLATFORM in a secure and confidential manner.
3.4 Using the platform means you agree and permit IBASE to register you as a Subscriber of the Services on the QORNERSTONE ESTATE PLATFORM and to process any data, including PII data, which you may upload to the QORNERSTONE ESTATE PLATFORM for this purpose.
3.5 Please kindly ensure that all your organisation’s users are trained to be responsible for protecting their login credentials and take reasonable steps to ensure their passwords are safeguarded from getting stolen or misused.
3.6 We are confident you will find that using the Qornerstone platform results in efficiencies for your team leading to substantial cost savings, and with your prior permission, IBASE may collaborate with you, using your name and/or Company’s name, to develop a customer case study for our joint marketing and publicity purposes.
4.1 IBASE shall perform its obligations as a subscription-based Software-as-a-Service provider in accordance with the terms of this Agreement and comply with all the terms and conditions during the course of providing the Services.
4.2 IBASE shall ensure that the Services are provided and maintained in a reliable, professional and state of the art manner. IBASE shall take all reasonable steps to protect against any third party actions that may affect the provision of the Services including illicit use, malicious code, viruses, computer intrusions, infringements and illegal tampering of data and other comparable actions by third parties; and notifying you, without delay, if it observes disturbances or errors within its domain of responsibility, which may endanger the fulfilling of agreed tasks.
4.3 Subject to the terms of this Agreement, IBASE’s obligations under Clause 4.2 and its provision of the Services do not apply to any unavailability, suspension or termination of the Services or any other Services performance issues:
- in the event that IBASE is under a denial of service (DoS) attack
- that result from a suspension based on illegal content management
- caused by factors outside of IBASE’s reasonable control, including any Force Majeure event or Internet access or related problems;
- that result from any actions or inactions of any third party;
- that result from any problems of your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within IBASE’s reasonable control); or
- arising from IBASE’s suspension or termination of your rights to use the Services.
4.4 Service Level for the Services
4.4.1 Announced Scheduled and Unscheduled System Maintenance
Scheduled (Routine) Preventive Maintenance
Qornerstone shall carry out periodic maintenance activities to ensure the platform is in good working order at all times and proper functioning of the Services. The Subscriber shall be informed at least 2 working days before any scheduled maintenance.
Unscheduled System Shutdown and Maintenance
Qornerstone shall also carry emergency maintenance activities to rectify catastrophic technical issues to ensure the proper functioning of the Services. The Subscriber shall be informed of such event as-soon-as-possible.
4.4.2 Problem Management
Qornerstone shall provide a single point of contact by email with replies within one (1) business day to reply to user technical inquiries, problem reporting and also provide customer support communication.
Qornerstone shall resolve all problems reported based on the service level as follows.
Business Impact Level (BIL)
Problem Resolution Time
Within 1 Working Day
Within 2 Working Days
Within 4 Working Days
Within 3 Working Days
Within 4 Working Days
Within 7 Working Days
The definition of the Business Impact Level (BIL) is as follows:
BIL 1 – Problems that affect the system such that the users are unable to perform their business functions;
BIL 2 – Problems that affect a particular process for which there are existing workaround solution;
4.4.3 Service Disruption Rebate
In the event of any disruption to the Services not being restored within Service Levels in table above, the Subscriber shall be given a rebate on monthly subscription fee calculated as follows:
Monthly Uptime Percentage
Rebate on Monthly Subscription
Monthly Uptime Calculation and Service Levels for Service Unavailability
"Minutes in the Month" is the total number of minutes in a given month.
"Downtime" is the total accumulated minutes that are part of Minutes in the Month that have service unavailability not due to events stated in 4.3. Downtime excludes Announced Scheduled and Unscheduled Maintenance.
"Monthly Uptime Percentage" is calculated by subtracting from 100% the percentage of Minutes in the Month in which the service has Downtime.
Monthly Uptime % = (Minutes in the Month - Downtime) / Minutes in the Month X 100
FEES AND PAYMENT TERMS
5.1 Your subscription type and fees shall comprise:
- Implementation Fees (if applicable);
- Subscription Fees or License Fees, whichever is applicable; and
- Fees payable for Optional Add-ons, (collectively, the "Fees").
5.2 The Fees are exclusive of amounts in respect of goods and services tax (GST), sales or other tax applicable (if any) for the time being prescribed by law. Upon receipt of a valid GST invoice from IBASE, please pay to IBASE any additional amounts in respect of GST as are chargeable on the supply of the Services. Monthly subscription fees to be paid in full before accessing the Services.
5.3 To manage any increases in our costs due to inflation and other factors beyond our control, IBASE may vary any monthly or yearly recurring Fees by up to 5% per annum on every 12th month anniversary of the start date from the provision of the Services to the Subscriber.
5.4 IBASE shall render its invoices to you electronically, to the e-mail address provided by you on the QORNERSTONE ESTATE PLATFORM at the following times:
- in respect of the Implementation Fees, upon completion of the Implementation Services;
- in respect of the Recurring Fees and the Transaction Fees, within one week from the start of each calendar month; and,
- in respect of Optional Add-ons, within one week of being consumed or completion of service.
5.5 Please pay such Fees in full and in cleared funds via bank transfer to IBASE’s bank account within 15 days from the invoice date, subject to further arrangements that may be implemented by IBASE and notified to you from time to time. Details of IBASE’s bank account will be set out in the invoice.
5.6 In the event you are unable to make any payment due to IBASE under this Agreement by the due date for payment, including but not limited to any late payment of all or any part of the Fees, then without limiting any other remedies that IBASE may be entitled to under the terms of this Agreement or at law, IBASE may at its discretion charge interest on the overdue amount at the rate of 2% per month. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment IBASE reserves the rights to further charge you for any costs and expenses incurred in handling and collecting any outstanding amounts under this Agreement.
ACCESS AND USAGE CONDITIONS
6.1 Kindly ensure that all login credentials required to access the Services are kept secure and confidential. Notify IBASE immediately once you become aware of any unauthorized use of your login credentials or any other breach of security. IBASE will reset your password promptly and you must take all other actions that IBASE reasonably deems necessary to maintain or enhance the security of IBASE’s computing systems and networks and your access to the QORNERSTONE ESTATE PLATFORM and the use of the Services.
6.2 As a condition of using the Services, when accessing the QORNERSTONE ESTATE PLATFORM and using the Services, you must:
- not attempt to undermine the security or integrity of IBASE’s computing systems or networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or the QORNERSTONE ESTATE PLATFORM, or other systems used to deliver the Services or impair the ability of any other user to access the QORNERSTONE ESTATE PLATFORM or use the Services;
- not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, upload, or input into the QORNERSTONE ESTATE PLATFORM or through the use of the Services, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programmes used to deliver the Services except as is strictly necessary to use either of them for normal operation.
7.1 You shall indemnify IBASE and all of IBASE’s officers, directors, shareholders, beneficial owners, employees, sub-contractors, agents and Affiliates thereof (the “Indemnified Persons”) against any cost, claims, damage, expense, loss or liability which IBASE may suffer or incur, or has suffered or incurred as a consequence of the occurrence of (a) any breach of this Agreement, (b) any violations of laws by you, (c) any Data uploaded or inputted by you to the QORNERSTONE ESTATE PLATFORM, and (d) any viruses, worms, Trojan horses or any contaminating or destructive software introduced by you.
7.2 IBASE shall indemnify the Subscriber for any loss of profits, business, data or information or for any incidental, indirect, special or consequential damages arising from negligence, breach of contract, wilful misconduct, fraud or negligence by IBASE up to the amount of 12 months’ subscription charges for subscription-based customers; OR 1 year’s annual maintenance, hosting and support fees for Enterprise license customers (for avoidance of doubt, this amount does not include the Enterprise license fees and other one-time charges).
CONFIDENTIALITY AND PRIVACY
Except with the written consent, the Parties shall keep confidential and shall not disclose to any person or use directly or indirectly for the Parties own or any other person’s benefit (other than the Parties’ employees and directors whose duties will require them to possess any of such Confidential Information for the due performance by it of its obligations under this Agreement), any Confidential Information disclosed by the Parties to each other under this Agreement.
This clause shall not apply to any information which at the time it is disclosed, made available or otherwise provided by the Parties, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available, other than as a consequence of any breach by you (or your officers, directors, shareholders, beneficial owners, employees, sub-contractors, agents and Affiliates) of this clause.
8.2 The Parties agree that if it is required by any law, court or governmental or regulatory authority, to disclose any Confidential Information, the Parties shall:
- immediately notify the other Party in writing, or through email@example.com and/or [Subscribers’ designated email address] prior to such disclosure, and
- disclose only the minimum amount of information to meet the obligations of disclosure imposed by such law, court or governmental or regulatory authority.
8.3 The Parties shall take all reasonable steps to minimize the risk of disclosure of any Confidential Information disclosed, made available or otherwise provided by the Parties by ensuring that only the Parties’ own employees, directors or Affiliates, whose duties will require them to possess any of such Confidential Information shall have access to the Confidential Information and only on a “need-to-know” basis, and that such employees, directors or Affiliates shall be instructed to treat the same as confidential and shall be under a written contractual restriction on non-disclosure and proper treatment of Confidential Information that is no less restrictive than the terms of this Agreement.
8.4 The Parties acknowledge that no person by disclosing any Confidential Information of the other Party, grants any license, right or interest in or to any such Confidential Information. All Confidential Information of the Parties shall remain the sole property of the Parties and both Parties agree to destroy all materials containing such Confidential Information (including all copies made by the Parties) and provide the other Party with confirmation in writing that you have destroyed all such materials within 5 Business Days of written request by the said Party.
8.5 The obligations contained in this Clause 8 shall endure, even after the termination of this Agreement, without limit in point of time except and until any Confidential Information enters the public domain as set out above.
9.1 All rights, title and interest, whether legal or beneficial and including all Intellectual Property Rights, in the QORNERSTONE ESTATE PLATFORM, the Services, and any documentation relating to the abovementioned shall remain the sole and absolute property of IBASE or the relevant third-party owners (as the case may be), or their licensors (if any), and you shall have no rights in or to the QORNERSTONE ESTATE PLATFORM and the Services, other than the right to use it in accordance with the terms of this Agreement.
DATA OWNERSHIP AND USAGE
10.1 You shall remain the sole and exclusive owner of all Data, which you may input to the Platform, including all rights, title and interest, whether legal or beneficiary and including all Intellectual Property Rights, subject to the rights and permissions granted in Clause 10.2.
10.2 When you upload data, including Personal Data to the Platform, you grant to IBASE the necessary permission and license to use, copy, transmit, store, and backup your Data and performing data-analytical functions on the Data for the purposes of providing the Services and enabling you to access the QORNERSTONE ESTATE PLATFORM, and for any other purpose related to the provision of the Services to you.
10.4 We may create benchmarking data and reports based on your data, which are anonymised by aggregating with other similar data in such a way that it is not possible to identify any individual or individual source(s) of data. We may use these reports to provide new services or products.
DATA PROTECTION, INFORMATION SECURITY AND COMPLIANCE WITH POLICIES
11.1 IBASE shall have the right to retain all Data for at least three calendar months from the date that such Data was uploaded to or used by the QORNERSTONE ESTATE PLATFORM. You expressly acknowledge that IBASE may reveal or give access to specific types of Data required for electronic invoicing services to other organisations within the PEPPOL transport infrastructure, and to waive any obligation of confidentiality and give your full consent to the foregoing, for the purpose of providing e-Invoicing or Recurring Billings under the PEPPOL framework.
11.2 The Parties shall take reasonable and prudent measures in accordance with good industry practice to safeguard the security of the Data in the Parties’ possession, including but not limited to maintaining appropriate firewalls, encryption, anti-virus protection and anti-phishing training for the Parties’ staff.
11.4 IBASE shall store the Data on Microsoft Azure cloud platform, on any cloud platform maintained by third party service providers, with servers maintained in Singapore and shall not transfer Subscriber Personal Data out of Singapore without Subscriber’s consent. For the avoidance of doubt, IBASE shall not be liable for any direct or indirect loss or harm you or your customers may suffer or incur in connection with the cloud platform maintained by third party service providers.
11.5 IBASE shall only process, use or disclose Subscriber Personal Data: (a) strictly for the purposes of providing the Services, (b) with the Customer’s prior written consent; or (c) when required by law or an order of court, but shall notify the Customer as soon as practicable before complying with such law or order of court at its own costs.
11.6 By agreeing to use the Services, you expressly consent and grant IBASE all rights and permissions in or relating to the collection, usage and storage of Data by IBASE and/or its Affiliates, for the purposes of (i) improving our services to you, (ii) measuring the effectiveness of our services to you, and (iii) developing new services, including but not limited to the provision of any financing services facilitated by IBASE and/or its Affiliates to you, which will be set out in a separate financing agreement that you may enter into with IBASE and/or its Affiliates. In the event IBASE requires the sharing and transfer of Data to other third parties for any purpose, IBASE will inform you and seek your consent separately.
WARRANTIES AND ACKNOWLEDGEMENTS
12.1 By entering into this Agreement and/or your use of the QORNERSTONE ESTATE PLATFORM and the Services, you represent and warrant to and for the benefit of IBASE, that during the term of this Agreement, you:
- are duly incorporated and validly existing under the laws of your country of incorporation;
- have the corporate power to own your assets and to carry on your business as it is now being conducted;
- have the corporate power to enter into, perform your respective obligations under this Agreement;
- have taken all necessary corporate action to authorise entry into this Agreement;
- confirm that your entry into, exercise of your rights and/or performance of or compliance with your obligations under this Agreement and the transactions contemplated hereby do not and will not violate or conflict any law, regulation authorisation, directive or order (whether or not having the force of law) of which you are subject to, your constitutive documents (where applicable), or any agreement or arrangement to which you are a party or which is binding on you or your assets;
- confirm that you have obtained from all necessary approvals, consents and waivers where necessary or any such matters as may be required to carry out your obligations under this Agreement and the transactions contemplated under this Agreement or as may be required by applicable laws; confirm that the obligations herein are valid, binding and enforceable to you; and are aware that the QORNERSTONE ESTATE PLATFORM and the Website can be accessed from countries around the world and may contain references to services and content which are not available in your country, and you are residing in a jurisdiction where it is not prohibited by law to offer or use the Services. It is your responsibility to ensure that you are legally allowed to use the Services where you are located.
12.2 You acknowledge that you are authorized to access the QORNERSTONE ESTATE PLATFORM, use the Services,, and to access the Data that you input into the QORNERSTONE ESTATE PLATFORM through the use of the Services, including any Data input into the QORNERSTONE ESTATE PLATFORM by any person you have authorized to use the Service. You are also authorized to access the processed Data that is made available to you through your use of the Services (whether that Data is your own or that of anyone else); IBASE has no responsibility to any person other than you and nothing in this Agreement confers, or purports to confer, a benefit on any person other than you.
12.3 If you use the Services on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- you are responsible for ensuring that you have the right to do so;
- you are responsible for authorizing any person who is given access to the Data, and you agree that IBASE has no obligation to provide any person access to such Data without your authorization and may refer any requests for information to you to address; and
- the provision of, access to, and use of, the Services is on an “as is” basis and at your own risk.
12.4 IBASE does not warrant that the access to the QORNERSTONE ESTATE PLATFORM and the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the QORNERSTONE ESTATE PLATFORM or the use of Service, including public telco services, computer networks, cloud-hosting services and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the QORNERSTONE ESTATE PLATFORM or use of the Services. IBASE is not in any way responsible for any such interference or prevention of your access to the QORNERSTONE ESTATE PLATFORM or use of the Services.
12.4 IBASE is not providing accounting services and the access to the PLATFORM and the use of the Services does not constitute the receipt of accounting advice.
12.5 It is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used.
12.6 You remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the QORNERSTONE ESTATE PLATFORM and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
12.7 You warrant and represent that you are acquiring the right to access to the QORNERSTONE ESTATE PLATFORM and use the Services for the purposes of a business relating to the management of MCST estates only and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services or this Agreement.
13.1 For the avoidance of doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
LIMITATION OF LIABILITY
14.1 The extent of the Parties’ liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause.
14.2 IBASE’s total liability shall not exceed:
- an amount equal to the monthly subscription Fees paid in the 12-month period immediately preceding the first incident giving rise to the loss, or
- the annual hosting, maintenance and support Fees for Enterprise license customers.
14.3 IBASE shall not be liable for consequential, indirect or special losses.
14.4 IBASE shall not be liable for (or required to remedy) any of the following (whether direct or indirect):
- loss of profit;
- loss of Data or PII Data;
- loss of use;
- loss of production;
- loss of contract;
- loss of opportunity;
- loss of savings, discount or rebate (whether actual or anticipated);
- harm to reputation or loss of goodwill; and
- damage resulting, directly or indirectly, from any use of, or reliance on, the QORNERSTONE ESTATE PLATFORM, the Services or Website; or any problem arising from or caused by your use of the Services in a manner inconsistent with this Agreement.
14.5 We will not be liable for any loss or damage caused by a virus, ransomware, distributed denial of service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the QORNERSTONE ESTATE PLATFORM and the Services, or to your downloading of any contents or website linked to or relating to the QORNERSTONE ESTATE PLATFORM and the Services.
15.1 This Agreement shall continue for and shall be automatically for as long as you continue to pay IBASE such fees as you may have agreed to pay.
15.2 Notwithstanding Clause 15.1, either Party may terminate this Agreement by serving on the other Party at least one month’s advance written notice.
15.3 Any breach by the Parties of the terms under this Agreement and if the Party in breach does not remedy the breach within fourteen (14) days after receiving notice of the breach if the breach is capable of being remedied; or if the Parties breach any of the terms of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of Clause 3 or any payment of Fees are not paid in full in accordance with the requirements set out in the Clause 5); or either of the Parties become insolvent or goes into liquidation or has a receiver or manager appointed of any of its assets or if a Party become insolvent, or make any arrangement with the Party’s creditors, or becomes subject to any similar insolvency event in any jurisdiction, the other Party may take any or all of the following actions, at its sole discretion:
- notwithstanding the other terms of this Agreement, terminate this Agreement immediately and access to the QORNERSTONE ESTATE PLATFORM and use of the Services;
- suspend immediately for any definite or indefinite period of time, as the case may be, access to the QORNERSTONE ESTATE PLATFORM and use of the Services; or
- suspend or terminate access to all or any Data immediately, or require the return of all owned Data.
15.4 Termination of this Agreement is without prejudice to any rights and obligations of the Parties accrued up to and including the date of termination. Upon any expiration or termination of this Agreement for any reason:
- all rights, licences, consents and authorisations granted by either Party to the other hereunder shall immediately terminate;
- the subscriber shall immediately cease all use of the QORNERSTONE ESTATE PLATFORM and the Services;
- the Parties shall promptly within 5 Business Days (1) return or destroy, at the other Party's written request, all documents and tangible or intangible materials containing, reflecting, incorporating, or based on any Confidential Information, (2) permanently erase all Confidential Information from all systems you directly or indirectly control, and (3) certify to the other Party in a signed written instrument that the Parties have complied with the requirements of this Clause;
- IBASE shall refund to you any Fees paid in advance for Services that IBASE has not performed as of the effective date of Termination; and
- you shall pay all previously accrued but not yet paid Fees on receipt of IBASE’s invoice therefor.
15.5 Clauses 7, 8, 9, 13, 14, 15.3, and 15.4 shall survive the expiry or termination of this Agreement.
16.1 Entire Agreement
16.2 No Waiver
A failure or delay in exercising any right or remedy under this Agreement by IBASE shall not constitute a waiver of that right or remedy. A single or partial exercise of any right or remedy by IBASE, including but not limited to the right to charge the interests for the late payment of any Fees under Clause 5, shall not prevent the further exercise of that right or remedy by IBASE. A waiver of a breach of this Agreement by IBASE shall not constitute a waiver of any other breach.
No wavier shall be effective unless made in writing by IBASE.
IBASE will not be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control.
16.4 No Assignment
IBASE may assign or transfer any of IBASE’s rights under this Agreement to any person. You shall not assign or transfer your rights and obligations under this Agreement without the prior written consent of IBASE.
16.5 Personal Data Protection Act 2012
You and IBASE both undertake to comply with the Personal Data Protection Act 2012 (Act No. 26 of 2012, laws of Singapore) (the “PDPA”) in respect of all “personal data” (as defined in the PDPA), including but not limited to any personal data contained in the Confidential Information and/or the Data.
16.6 Third Party Rights
A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement.
The provisions of this Agreement shall be severable and the illegality, invalidity or unenforceability of any provision of this Agreement under any law of any jurisdiction shall not affect or impair the legality, validity or enforceability of any other provision hereof, nor the legality, validity or enforceability of that provision under the law of any other jurisdiction.
If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law of any jurisdiction:
- that provision shall if possible apply in that jurisdiction with whatever modification or deletion is necessary so as best to give effect to the intention of the parties as recorded in this Agreement; or
- the Parties shall negotiate in good faith to agree any revision necessary to make the provision legal, valid and enforceable so as best to give effect to the intention of the Parties as recorded in this Agreement.
Any notice given under this Agreement by either Party to the other must be in writing by e-mail and will be deemed to have been given on transmission. Notices to IBASE must be sent to firstname.lastname@example.org or to any other e-mail address notified by e-mail to you by IBASE. Notices to you will be sent to the e-mail address which you provided when you register with the QORNERSTONE ESTATE PLATFORM.
GOVERNING LAW AND ARBITRATION
17.1 This Contract is to be governed by and construed in accordance with the laws of the Republic of Singapore.
17.2 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.
17.3 The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.