Last Updated: July 1, 2021
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS.
1. DEFINITIONS AND INTERPRETATION
The terms below have the following meanings when used in this Agreement:
“Agreement” means this agreement as may be varied or amended from time to time between you and Ren Innovation Sdn Bhd, Ren Innovation Pte Ltd and/or Visual Solutions (M) Sdn Bhd (collectively called “REN”) for the use of this service.
“Customer” means your organization that subscribed to this service.
“Customer Materials” means all works and materials:
- uploaded to, stored on, processed using or transmitted via the Service by or on behalf of the CUSTOMER by person authorized by the CUSTOMER or application or automated system using the CUSTOMER’s account; and
- otherwise provided by the CUSTOMER to REN in connection with this Agreement.
“Monthly Subscription Fee” means the monthly fee payable by the CUSTOMER to REN for the Service.
“SAAS” means Software-As-A-Service, being a software application delivery model where a software vendor develops a software application and operates (either independently or through a third-party) the application for use by its customers as a pay-per-use, on-demand, on-line service over the internet
“Service” means this software service that is owned and operated by REN and that will be made available to the CUSTOMER as a SAAS under this Agreement.
“Service Maintenance” means one of more of these maintenance events:
- Planned Maintenance
These are maintenance tasks being done to:
- Support on-going product and operational projects to ensure optimal performance.
- Deploy non-critical service packs or patches.
- Preventative Maintenance
These are maintenance tasks done when potentially disruptive system circumstances are detected that requires urgent maintenance action, to prevent service disruption.
- Corrective Maintenance
Corrective maintenance can be either planned or unplanned. These are maintenance tasks done when response to correct some detected failure or fault in the software.
- Emergency Maintenance
These are maintenance tasks done when sudden disruption occurs to the Service.
“User” means an employee, consultant or other authorized individual who uses the Service.
“User Licenses” means the maximum number of Users that are authorized to use the Service.
2. RIGHTS AND RESTRICTIONS
In return for CUSTOMER’s continued payment of the fees when due, REN grant the CUSTOMER a non-exclusive right to use the Service for the duration subscribed by CUSTOMER, subject to the terms and conditions contained within this Agreement.
CUSTOMER is permitted to use the Service for the CUSTOMER internal business purpose, relating specifically to the security and integrity of the CUSTOMER systems, networks, documents, emails and other data (“Internal Business Purpose”), provided that the CUSTOMER actual usage does not exceed the number of User Licenses.
CUSTOMER is not permitted to:
- use the Service for the provision of any service for the benefit of third parties unless CUSTOMER first purchase adequate number of license(s) to access the Service from REN or from REN’s authorized business partners;
- modify or translate any part of the Service except as necessary to configure the Service using the menus, options and tools provided for such purposes;
- reverse engineer, disassemble or decompile the Service or any part of it, or otherwise attempt to derive or determine the source code or the logic in the Service;
- sub-license, rent, sell, lease, distribute or otherwise transfer the Service (in whole or in part) except as permitted under this Agreement;
- use the Service for the purposes of competing with REN, including without limitation to competitive intelligence;
- use the Service in any way that is unlawful, illegal, fraudulent or harmful; and
- use the Service in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3. COPYRIGHT, OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
- The Service including but not limited to all know-how, concepts, logic and specifications are proprietary products belonging to REN and are protected throughout the world by copyright and other intellectual property rights.
- No license, right or interest in our logos or trademarks is granted to the CUSTOMER under this Agreement and the CUSTOMER agree not to remove any product identification or notices of proprietary restrictions.
- CUSTOMER acknowledge and agree that the right, title and interest in any modifications made by the CUSTOMER to the Service, as provided for below in this Agreement, is retained by REN, unless mutually agreed upon otherwise in writing.
- The CUSTOMER acknowledges that all right, title, and interest in and to the Service, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Provider IP”), is, and at all times shall remain, the sole and exclusive property of REN, anywhere in the world where CUSTOMER’s authorized users may access the Provider IP.
- Except the right to use the Service, as expressly provided herein, this Agreement does not grant to CUSTOMER any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Service.
- CUSTOMER shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Service in any form or media or by any means.
- The terms of Clause 3 shall survive any termination or expiration of this Agreement and continue in full force and effect in perpetuity.
4. WARRANTIES, DISCLAIMERS AND REMEDIES
4.1 REN’S WARRANTIES
REN warrants and represents to the CUSTOMER that:
- it has the legal right and authority to enter into and perform its obligations under this Agreement;
- it will perform its obligations under this Agreement with reasonable care and skill;
- the Service will be available to the CUSTOMER in accordance with the availability commitments given in Clause 8; and
- the Service (excluding for the avoidance of doubt the Customer Materials) will not:
- breach any laws, statutes, regulations or legally-binding codes;
- infringe any person’s Intellectual Property Rights or other legal rights;
- give rise to any cause of action against the CUSTOMER or any third party,
in each case in Singapore and under Singapore law.
4.2 CUSTOMER’S ACKNOWLEDGEMENTS
The CUSTOMER acknowledges that:
- complex software is never wholly free from defects, errors and bugs, and REN gives no warranty or representation that the Service will be wholly free from such defects, errors and bugs;
- REN will not and does not purport to provide any legal, taxation or accountancy advice under this Agreement or in relation to the Service and (except to the extent expressly provided otherwise) REN does not warrant or represent that the Service will not give rise to any civil or criminal legal liability on the part of the CUSTOMER or any other person;
- REN does not guarantee that the Service will be performed error-free or uninterrupted, or that REN will correct all Service errors; and
- REN does not control the transfer of data over communications facilities, including the internet, and that the Service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. REN is not responsible for any delays, delivery failures, or other damage resulting from such problems.
5. CONFIDENTIALITY & SECURITY
keep confidential and not disclose the CUSTOMER’s confidential information to any person save as expressly permitted by this Clause 5;
protect the CUSTOMER’s confidential information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and
without prejudice to the generality of Clause 5(b), collect data from the SAAS platform to improve the experience with REN’s products. REN may also collect and use the data for analytics and tracking, including facilitating the sale of analytical data.
- REN shall NOT be liable to the CUSTOMER for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this Agreement, the Service or otherwise, except that due to REN ‘s negligence which it is unlawful to exclude.
- Notwithstanding the generality of Clause 6(a) above, REN expressly excludes liability for direct or indirect special, incidental, or consequential loss or damages, whether based on contract, tort or any other legal theory, which may arise in respect of the Service or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
- In the event that any limitation or provision contained in this Agreement shall be held to be invalid for any reason and REN becomes liable for loss or damage that would otherwise have been lawful to exclude, REN’s liability shall be subject to the Monthly Subscription Fee payable by the CUSTOMER for the year in respect of which the incident giving rise to the claim or incident occurred.
- The remedies provided herein are the CUSTOMER’s sole and exclusive remedies.
7. FORCE MAJEURE
- REN shall not be liable for any failure to comply with its obligations under this Agreement where such failure is genuinely caused by an Act of God or force majeure or any riot, civil commotion, strike, lockout, or other labour disturbance, or by any fire, war, acts of foreign enemies or perils of the sea or other perils beyond the control of REN. REN shall notify the CUSTOMER in writing of the event relied upon by REN for its failure to comply with such obligations, within thirty (30) days of the commencement of such event.
- In any of the events mentioned in Clause 7(a) above, REN shall, for the duration of such event be relieved of any obligation under this Agreement as is affected by such event:
- provided that the provisions of this Agreement shall remain in force with regard to all other obligations under this Agreement which are not affected by such events; and
- provided further that REN shall, should the CUSTOMER in writing so require, resume its full obligation under this Agreement upon the cessation of such event.
- In the event that the force majeure event shall continue for a period of six (6) consecutive months, the CUSTOMER shall have the right to terminate this Agreement, notwithstanding any other rights accruing to either party prior to the termination date.
8. SERVICE MANAGEMENT
The Service shall deliver 99.9% uptime. The calculation of uptime excludes the time that the CUSTOMER is unable to access the Service due to any of the following events:
- Service Maintenance
- CUSTOMER’s own internet service unavailability
- Force majeure event
- Any systemic internet service failures
- Any failure in the CUSTOMER’s own hardware, software or network connection
- CUSTOMER’s network restrictions
- CUSTOMER’s acts or omissions
- Events outside of the direct control of REN
8.2 SYSTEM MAINTENANCE
REN will periodically conduct maintenance tasks on the system which may require the Service to be temporarily unavailable for a period of time (“Maintenance Time”). REN will communicate the date and time that REN intends to make the Service unavailable. Below are the regular system maintenance occurrences and their definitions:
|1||Service Maintenance||Between 1 hour to maximum 1 day or informed otherwise.||As and when needed.
|2||Third party software, OS and database patches and upgrades||Between 1 hour to maximum 1 day or informed otherwise.||As and when needed. It will be notified to CUSTOMER in advance whenever possible.|
|3||Housekeeping||4 hours or informed otherwise.||Once a month. This maintenance tasks wherever possible will be done during low peak hours as defined by our network system metrics. It will be notified to CUSTOMER in advance whenever possible.|
The CUSTOMER understands and agrees that there may be other instances where REN needs to interrupt the Service without notice in order to protect the integrity of the Service due to security issues, virus attacks, spam issues or other unforeseen circumstances.
- Either party shall give three (3) months written notice to the other party to terminate this Agreement.
- If the CUSTOMER chooses to terminate this Agreement prior to the end of the contract period, the CUSTOMER shall pay all outstanding and undisputed fees and costs incurred up to the end contract period.
- Either party may terminate this Agreement if either party shall enter into any composition scheme with its creditors.
- Any termination of this agreement shall be without prejudice to any other rights or remedies the CUSTOMER may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of the CUSTOMER nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- CUSTOMER rights under this agreement will terminate immediately if:
- CUSTOMER fail to pay or REN is unable to collect the fees in accordance with the agreed payment terms; or
- CUSTOMER fail to comply with any of the terms and conditions of this Agreement; or
- CUSTOMER take or suffer any action on account of debt or CUSTOMER become insolvent; or
- CUSTOMER’s subscription to the Service expires.
- In addition to CUSTOMER rights under Clause 9(e), REN may suspend CUSTOMER access to the Service immediately at any time if REN reasonably believe that CUSTOMER use may represent a threat to the security of the Service.
- On termination of this Agreement, CUSTOMER must
- cease to use the Service; and
- delete all copies of the software (if any).
On termination of this Agreement REN may also
- remotely disable the Service (including without limitation any software that have been installed); and
- delete all of CUSTOMER custom settings and software from REN