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RealTimme Terms and Conditions of Service
Last Updated: 14 December 2018
These Terms and Conditions of Service (“Agreement”) govern a Subscriber’s (as defined below) access to and the use of the Services (as defined below). A Subscriber is advised to read the terms carefully as they contain important information regarding the Subscriber’s legal rights and obligations.
- “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control by the Subscriber and that has been designated to receive Services under this Agreement.“Control” for the purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement or other contractual arrangement.
- “Agreement” refers to these Terms and Conditions of Service, as may be amended from time to time.
- “Data” refers to any data, including but not limited to accounting records, entered by the Subscriber into Realtimme SAAS.
- “Documentation” refers to all documents, data, information and software provided by Realtimme to the Subscriber in connection with the Services, including but not limited to Realtimme SAAS and any templates which may form part of the infrastructure for the storage of Data.
- “GST” in respect of any payment to be made refers to the goods and services tax of Singapore prevailing at the time such payment is made.
- “Information” refers to all documents, data and information that the Subscriber provides Realtimme in connection with the Services.
- “PDPA” refers to the Personal Data Protection Act (No. 26 of 2012) of Singapore, as may be amended from time to time.
- “Person” means any corporate body, individual or other person, including:
- any director or employee of the Subscriber,
- persons associated with the Subscriber,
- persons providing or who have provided finance or services to the Subscriber including other professionals, and
- any governmental or regulatory authority or body where such governmental or regulatory authority or body is in breach of duty, whether statutory or otherwise, and irrespective of whether such authority or body has, in respect of the relevant loss or damage, any statutory immunity from liability for damages, but excluding the Subscriber itself and Realtimme.
- “Realtimme” refers to Realtimme IT Consultancy Pte. Ltd. and its Affiliates.
- “Realtimme Platform” refers to the application programming interface or online platform operated by Realtimme using Realtimme SAAS that is described at https://[insert url] (or such other url as may be specified by Realtimme from time to time), and any subsequent application programming interfaces or online platforms that are developed and made available by Realtimme to interact with or otherwise be used in connection with the Services.
- “Realtimme SAAS” refers to any software or application created by Realtimme and supplied to the Subscriber as a Service, including the use of enterprise resource planning software deployed in a private cloud environment.
- “Responsible Person” is as defined in clause 8.3 of this Agreement.
- “Services” refers to the services provided by Realtimme to the Subscriber under this Agreement, using Realtimme SAAS and the Realtimme Platform, but shall exclude any Third Party Offerings.
- “Subscriber” refers to the person or entity who signed up on the Realtimme Platform to receive the Services and in each case, includes its Affiliates, partners, principals, members, owners, directors, staff and agents, and any successor or assignee.
- “Third Party Offerings” means any third party products, applications, websites, implementations or services that the Services are linked to or that interoperate with or are used in conjunction with the Services.
2. Engagement Terms
- This Agreement shall apply to all engagements for Services. Upon subscribing to any of the Services, the Subscriber agrees to be bound by all the terms and conditions of this Agreement.
- The Subscriber has relied on its own skill and judgment in deciding to proceed with the engagement for Services.
- The terms and conditions in this Agreement may be amended from time to time in writing by Realtimme. Please check this page from time to time to take note of any changes made to the terms and conditions. The continued use of the Services after Realtimme publishes its changes means that the Subscriber has accepted the amended terms and conditions.
- Any amendments made to the terms and conditions of this Agreement shall not be grounds for termination of or non-payment of payments due under the engagement for Services.
3. Provision of Services
- The provision of Services shall be subject to:
- the receipt of payment by Realtimme of the charges for the Services payable by the Subscriber in accordance with this Agreement;
- the receipt of complete and accurate account information on the Subscriber;
- continued compliance by the Subscriber with the terms and conditions of this Agreement; and
- continued compliance by the Subscriber with the terms and conditions of use of any Documentation, including the Realtimme SAAS.
- Realtimme makes no promise, representation, warranty or undertaking in relation to the Services, that the Services are complete or that any action taken or not taken by the Subscriber in relation to the Services will achieve the Subscriber’s intended purposes. In particular, the Subscriber acknowledges the following:-
- the Subscriber relied on his or her own skill and judgment in engaging the Services, including but not limited to subscribing for Realtimme SAAS;
- the Subscriber shall assume all responsibilities for the selection of the Services;
- the use of Realtimme SAAS may not be free of interruptions or errors as the hardware or service provider used by the Subscriber to access Realtimme SAAS may from time to time, interfere with or prevent access to Realtimme SAAS. The features and functions of Realtimme SAAS are also standard features and functions which are as stated in Realtimme’s website. The use of Realtimme SAAS shall be on an “as is” basis and Realtimme shall not be liable for any interference or prevention of access or use of Realtimme SAAS;
- the Subscriber is responsible for the accuracy, timely updating and backup of any Information in the account;
- [the Subscriber warrants that it has access to good and secure internet connection, and is responsible for the selection of the software tools, antivirus software and such hardware as may be required to achieve optimum results;] and
- Realtimme Platform is only a platform for the Subscriber to perform accounting tasks and any advice provided by Realtimme shall only be in respect of the features and functions of Realtimme SAAS and shall not be taken to be accounting advice.
- The Subscriber may contact Realtimme support help desk at the telephone number indicated in clause 16.1 of this Agreement or by sending an email to firstname.lastname@example.org if the Subscriber experiences any technical issues in connection with the Services. The Subscriber shall, prior to contacting Realtimme support help desk, make all reasonable efforts to investigate and diagnose such technical issues.
- The Services provided by Realtimme, including but not limited to Realtimme SAAS, shall not be used in furtherance of any criminal offence or illegal purpose. The Subscriber shall indemnify Realtimme against any and all demands, costs, claims, damages, losses and expenses arising out of any misuse of the Services.
- Subscribers are provided with a user identification code, password or any other piece of information as part of Realtimme’s security procedures. Subscribers are advised to not disclose such information to any third parties and any such disclosure is made by the Subscribers at their own risks. Realtimme has the right to disable any user identification code or password, whether chosen by Subscriber or allocated by Realtimme. If Subscribers know or suspect that the security to the identification codes or passwords have been compromised, Subscribers must promptly notify Realtimme by clicking on the following link https://[insert url].
- Realtimme reserves its right to undertake server maintenance or other development activities, which are for the purposes of the continual provision of the Services in an efficient and effective manner. If the provision of Services has to be interrupted for a longer period than would reasonably be expected, Realtimme will use reasonable endeavors to publish in advance information pertaining to such suspension on its official Facebook Page.
4. Restrictions on Use
- remove any copyright, trademark or other proprietary notices from any portion of the Realtimme Platform;
- reproduce or modify the copies of any content or have it printed off or downloaded in any way except as permitted by Realtimme or where such reproduction is incidental to the normal use of the Realtimme Platform or necessary for performing backups;
- distribute, transfer, publicly display, perform, transmit, stream, broadcast or otherwise exploit the Realtimme Platform except as expressly permitted by Realtimme;
- use the Services in any way that would violate the rights of a third party or of Realtimme;
- rent, lease, sub-license, adapt, vary or modify or permit the Realtimme Platform including Realtimme SAAS or any part of it to be combined with or become incorporated in any programs;
- disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Realtimme Platform;
- use the Services in any unlawful manner or for any unlawful purpose;
- use the Realtimme Platform or the Services in any way that could hinder the operations, damage, disable, overburden, impair or compromise Realtimme’s systems or security or interfere with other users; and
- collect or harvest information or data from the Services or the IT systems or attempt to decipher any transmissions to or from the servers running the Services.
5. Third Party Links and Resources
Where Realtimme’s website contains links to other sites and resources provided by third parties, these links are provided for Subscriber’s information only. Realtimme has no control over the contents of those sites or resources and assume no responsibility for those contents. Such links should not be interpreted as endorsement by Realtimme of those linked websites and Realtimme will not be liable for any loss or damage that may arise from the use of them.
6. Fees and Expenses
- The Subscriber shall pay to Realtimme the charges for the Services, the rates of which are as set out at [https://[insert url]] at the time of engagement of Services, on the anniversary date for that month’s Services.
- The Subscriber shall make payments to Realtimme through any of the following methods of payment:
- by cheque made payable to “Realtimme IT Consultancy Pte Ltd”; and
- by funds transfer to the bank account prescribed by Realtimme as may be set out in its invoices which are issued to the Subscriber.
- The Subscriber acknowledges that:
the initial rates and charges for the Services have been communicated to the Subscriber at the time of engagement of Services; and
- the promotional rates and charges for the Services as set out at the time of engagement of Services are subject to Realtimme achieving and maintaining the costs incurred by Realtimme in the provision of Services, which includes but is not limited to the charges payable by Realtimme to its suppliers for services which are incidental to the provision of the Services.
- interest shall be chargeable on the unpaid amount at a rate of 0.5% for each month from the date when such payment was due (or as pro-rated daily for any period less than a full month) until such date that such payment (together with any and all accrued interest) is made to Realtimme;
- the Subscriber shall indemnify Realtimme against any and all losses, costs and expenses (including all legal fees on a full indemnity basis) which may be incurred by Realtimme in demanding payment and/or taking legal action in connection therewith;
- Realtimme shall be entitled to terminate the engagement for Services forthwith pursuant to clause 7.1 below in which case the consequences in clause 7.3 below shall apply; and
- Realtimme shall be entitled (at its sole discretion) to suspend the provision of Services (or any part thereof) including access to Data stored by the Subscriber in Realtimme SAAS until such date that the unpaid amount (together with any and all accrued interest thereon) is paid to Realtimme.]
7. Termination or Suspension of Services
- Without prejudice to any other rights and remedies available to Realtimme, Realtimme shall be entitled to suspend or terminate the Subscriber’s access to and use of the Services forthwith by giving notice to the Subscriber at any time if Realtimme believes that:
- the Subscriber is in breach of any of its obligations under this Agreement;
- any activity or use of Services in connection with the Subscriber’s account violates the terms of this Agreement, the intellectual property rights of a third party or applicable laws or is otherwise disruptive or harmful to a third party;
- the Subscriber becomes bankrupt or insolvent; or
- the Subscriber is convicted of any criminal offence.
- The Subscriber may suspend or terminate the engagement for Services by giving not less than [30 days’ / 3 months’] written notice of such intended termination. Such notice must be sent to [email@example.com]. This clause 7.2 only applies to Services which are billed on a yearly basis and do not apply to Services which are provided on an ad-hoc or value-added basis.
- Upon the termination of any engagement for Services, Realtimme shall be entitled to charge, and be paid, for Services rendered up to the date of termination, including expenses and disbursements reasonably incurred up to that time and the termination shall not operate to affect any provisions which either expressly (or by implication) survive such termination.
- The Subscriber shall indemnify Realtimme against any and all losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including all legal fees on a full indemnity basis) which may be incurred by Realtimme in connection with any breach by the Subscriber of any of its obligations under this Agreement.
- Any termination is capable of reinstating the Service 3 months from date of termination , afterwhich the database will be permanently removed from the archive and not capable of recovery. A reinstatement fee may be chargeable. Please consult.
8. Limitation of Liability
- To the fullest extent permitted by law, Realtimme shall not be liable for any losses, costs, damages, claims, demands, actions, proceedings, liabilities and expenses whatsoever (including all legal fees on a full indemnity basis) due to:
- incomplete or inaccurate Information provided by the Subscriber; or
- reasons other than the default or negligence of Realtimme, including but not limited to circumstances or causes which are beyond Realtimme’s direct and exclusive control.
- The liability owed by Realtimme to the Subscriber in respect of any breach of this Agreement, wilful default or gross negligence howsoever arising out of or in connection with the provision of Services pursuant to this Agreement, shall be limited in the following manner:
- where the Services are provided on a recurring basis, to a sum not exceeding the total amount received by Realtimme for the Services during the period where the damage occurred; and
- where the Services are provided on an ad-hoc or value-added basis, to a sum not exceeding the fees received by Realtimme for the Services,
- Where any Person, whether or not that Person is or could be made a party to or a witness in any relevant proceedings, is also liable to the Subscriber for, or has otherwise caused or contributed to, all or part of the same loss or damage as Realtimme (a “Responsible Person”), and/or where the Subscriber has contributed to such loss or damage, Realtimme’s liability shall be limited to such amount as is just and equitable having regard to the extent to which each of any such Responsible Person and the Subscriber is liable for, or has otherwise caused or contributed to, such loss or damage. Any limitation exclusion or restriction (however arising) on the liability of any Responsible Person and any other matter (whenever arising), including inability to pay or insolvency, affecting the possibility of recovering compensation from any Responsible Person shall be ignored in determining:
- whether and to what extent that Responsible Person is liable to the Subscriber for, or has caused or contributed to such loss or damage; and
- the amount to which Realtimme’s liability should be limited.
- Neither Realtimme nor the Subscriber shall unreasonably resist the joinder to the proceedings or the calling as a witness in the proceedings of any Responsible Person.
- Any claims by the Subscriber must be formally commenced within two years after the Subscriber becomes aware (or ought reasonably to have become aware) of the facts which give rise to the action and in any event no later than four years after the cause of action arises. This provision expressly overrides any statutory provision that would otherwise apply.
- This clause 8 shall have no application in relation to any liability arising out of or in connection with:
- death or personal injury;
- loss and damage arising from fraud; and
- any other situations in which the limitation of liability cannot lawfully be excluded or limited.
- Realtimme shall not be liable to the Subscriber for any indirect, special, incidental or consequential damages of any kind arising in any way in connection with the Services, the performance thereof, however caused and upon any theory of liability is based, including without limitation, economic damages, damages to goodwill or reputation, interruption to business, loss of business information, loss of profits and other pecuniary losses, regardless of whether Realtimme shall be advised, shall have other reason to know or in fact shall know of the possibility of the foregoing.
- Subject to clause 10 below:
- Realtimme shall (and will use its reasonable endeavours to procure that its partners, directors, officers, agents, contractors and employees shall) at all times keep confidential and shall not use, except in connection with the provision of the Services or as agreed to in writing or as otherwise required or permitted or permissible in law, any Information obtained in connection with the Services; and
- Realtimme shall obtain the Subscriber’s consent before publicizing any work undertaken on behalf of the Subscriber.
- The Subscriber shall keep confidential any know-how, methodologies and technology used by Realtimme in providing the Services, including any Documentation provided to the Subscriber, and shall not, without the prior written consent of Realtimme, disclose or provide them to any third party in whole or in part.
10. Permitted Disclosures
- Clause 9 shall not prohibit disclosures required by law or by the rules of any governmental or regulatory body or disclosures made for the purposes of pursuing any legitimate claims that the Subscriber may have against Realtimme or (as the case may be) Realtimme may have against the Subscriber or other persons.
- Clause 9 shall not prohibit the disclosure of any Information where it is reasonably necessary for the purposes of:
- notifying advisers or insurers concerning any actual or potential dispute relating to the Services;
- resolving any actual or potential dispute relating to the Services;
- providing such Information as may be required to the relevant authorities for the purposes of complying with the applicable laws including any relevant anti-bribery, anti-money laundering, counter terrorism financing, international economic or financial sanctions legislations; or
- any defence advanced in any proceedings in any jurisdiction.
- Clause 9 shall also not prohibit the disclosure of any information which is within the public domain, or which is obtained from a third party who is entitled to disclose it publicly, and shall cease to apply to any information which subsequently enters the public domain except as a result of a disclosure which is contrary to these provisions.
- The Subscriber shall indemnify Realtimme against any and all reasonable costs incurred by Realtimme in complying with any legal, professional or regulatory disclosure requirement relating to the disclosure of Information or which relates in any way to the Subscriber.
The provisions of clauses 9 and 10 shall continue in full force and effect notwithstanding the termination or expiry of the engagement for Services.
Realtimme and the Subscriber shall ensure that they, together with all their respective directors, officers, employees and agents, will at all times comply with all applicable legal and regulatory provisions of which they are or should reasonably be, aware in any jurisdiction including Singapore, to the extent applicable.
Realtimme does not guarantee that the Services will be secure or free from bugs or viruses and will not be liable for any loss or damage caused by a virus or other technologically harmful material that may infect the Subscriber’s computer equipment, program, data or other proprietary material due to the use of the Services or the downloading of any content or link to any website from Realtimme’s website. The Subscriber shall not misuse the Services by knowingly introducing any viruses, trojans, worms, logic bombs or other harmful or malicious materials.
14. Ownership and Intellectual Property
- Realtimme shall retain ownership and all intellectual property rights in all know-how, methodologies and technology including source code and technical information used by Realtimme in providing the Services, including any Documentation provided to the Subscriber and information relating to the Realtimme Platform.
- All correspondence and papers in Realtimme’s possession or control and generated for Realtimme’s internal purposes or addressed to Realtimme relating to the Services or the subject matter of the Services shall be Realtimme’s sole property.
- The Subscriber shall retain ownership and all intellectual property rights in all Information provided to Realtimme, including but not limited to any Data entered onto the Realtimme Platform using Realtimme SAAS. Such Data may be extracted by the Subscriber at any time by generating an audit trial report. The Subscriber is advised to generate the audit trial reports on a monthly basis for safe keeping, back up and archiving purposes.
- The Subscriber shall grant Realtimme a royalty free licence to retain, use, copy, transmit, store and back-up any Information or Data to the extent necessary for the provision of the Services. Such licence shall expire automatically upon termination or expiry of the engagement for Services provided that such termination or expiry shall not require Realtimme to return any Information provided by the Subscriber in connection with the provision of the Services. Realtimme shall be entitled to store such Information as it may statutorily be required to keep as archive for the duration of years as may be prescribed under the applicable legislation.
15. Data Protection
- During the engagement for Services, Realtimme may process or release to third parties any personal data provided to Realtimme by the Subscriber as may be necessary for the provision of the Services and/or the internal business purposes of Realtimme. The Subscriber authorizes Realtimme to process of release such personal data for these purposes. If consent is required from individuals other than the Subscriber in relation to the use or release of their personal data, the Subscriber shall obtain their consent to such use and release of their personal data. Realtimme shall not be responsible for any disclosure, modification or deletion of the Subscriber Data resulting from any such access by third-party application providers.
- Data-Related Disputes. The Subscriber is solely responsible for resolving disputes regarding ownership or access to the Data, including those involving any current or former owners, co-owners, employees or contractors of your business. The Subscriber acknowledge and agree that Realtimme has no obligation whatsoever to resolve or intervene in such disputes.
- The Subscriber shall take all steps necessary to ensure that the Information contained in any personal data provided to Realtimme is accurate and updated.
- The Subscriber shall, in providing the personal data to Realtimme, comply with the applicable data protection laws, including without limitation, the PDPA.
- Realtimme shall, with respect to any personal data the Subscriber release to Realtimme:
- process such personal data only for the purposes stated in clause 15.1 above and in accordance with the applicable data protection laws, including without limitation, the PDPA;
- take reasonable steps to ensure the reliability of any of its employees who have access to the personal data and ensure that anyone who accesses it shall respect and maintain all due confidentiality;
- as soon as reasonably practicable upon becoming aware, notify the Subscriber of any incident of unauthorized disclosure of or access to any such personal data caused by any of its employees or third parties to whom such personal data was disclosed in accordance with clause 15.1 above;
- provide such assistance as the Subscriber may reasonably request (taking into account the nature of processing and the information available to Realtimme) in relation to the obligations under the applicable data protection laws, including responding to requests from any data subject seeking to exercise its rights under Part V of the PDPA; and
- as soon as reasonably practicable following termination or expiry of the engagement of the Services, delete all personal data processed pursuant to the engagement, other than to the extent that Realtimme retains personal data to comply with its legal and professional obligations or is otherwise permitted to do so under the applicable data protection laws.
- The Subscriber shall indemnify, defend and hold Realtimme harmless from all loss and damage, including the payment of any fines, penalties, costs, fees or expenses imposed on, suffered or incurred by Realtimme that may arise from the release and use of such personal data.
- In the event of any breach of the applicable data protection laws, the Subscriber shall work with Realtimme to take immediate steps to contain the breach and comply with all requirements prescribed under the applicable laws.
- Any notice or communication made under this Agreement shall not (unless otherwise expressly provided) be effective unless made in writing in English (or if not in English, shall be accompanied by an accurate English translation thereof) and delivered or sent to Realtimme as indicated in this Agreement and to the Subscriber at the postal or electronic mail address provided at the time of engagement for Services. The contact details of Realtimme is as follows:
Realtimme IT Consultancy Pte Ltd Address :
[8 Burn Road, #11-03/04, Singapore 339557]
Telephone number : [+65 6727 8130]
Email : [firstname.lastname@example.org]
- A notice or communication shall be deemed served and received:
- if delivered by hand, at the time of delivery;
- if sent by mail, except air mail, on the second business day after posting;
- if sent by airmail, on the fifth business day after posting; and
- if sent by electronic mail, at the time of completion of transmission by the sender.
- In proving such service, it shall be sufficient to prove that delivery by hand was made or that the envelope containing such notice or document was properly addressed and posted as prepaid mail, and that no delivery failure message was generated in respect of the electronic mail in question.
- Entire agreement: This Agreement constitutes the entire agreement and understanding between Realtimme and the Subscriber relating to the subject matter thereof and supersedes any prior understandings, representations, warranties, undertakings and agreements between them, whether written or oral.
- Cumulative rights: The rights conferred on Realtimme in this Agreement are cumulative and in addition to all other rights available to Realtimme.
- Electronic Communications: The Subscriber agrees to the use of electronic communication and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services.
- Relationship of the parties: This Agreement does not and will not be construed to create any partnership, joint venture or agency between the Subscriber and Realtimme.
- No waiver: Any waiver by Realtimme of any breach of any of the terms of this Agreement by the Subscriber shall not be deemed a waiver of any subsequent breach or default by the Subscriber and shall in no way affect the other terms of this Agreement.
- Severability: If any term of this Agreement shall be held to be illegal, invalid or unenforceable, it shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
- Variation: No amendment, supplement, deletion or replacement of this Agreement (or of any of the documents referred to in this Agreement) shall be valid unless it is in writing.
- Assignment: The Subscriber shall not assign, delegate or transfer its rights under this Agreement without the prior written consent of Realtimme. Realtimme shall have the right to assign, transfer or sublicense its rights under this Agreement without the prior written consent of the Subscriber.
- No third-party rights: A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act to enforce any term of this Agreement.
- Force Majeure: Realtimme will not be liable to the Subscriber for any delay or failure to fulfil obligations caused by circumstances outside the reasonable control of Realtimme. Without limiting the foregoing, this shall include the following events: (a) war, threat of war, civil disturbance, sabotage, strike, interference with communications, fire explosions, terrorism; (b) natural disasters; (c) computer attacks, malicious acts, attacks on or through the internet, service provider, telecommunications or hosting facility and all other things which the parties could not reasonably prevent.
- Governing law and jurisdiction: This Agreement shall be governed by, and construed in accordance with, the laws of Singapore. Realtimme and the Subscriber agree to submit to the exclusive jurisdiction of the courts of Singapore to settle any dispute which may arise out of or in connection with this Agreement.
[The Parties agree that any dispute, controversy or claim arising out of relating to, or in connection with the Services or this Agreement shall be submitted to mediation before the Singapore Mediation Centre in accordance with the mediation procedure then in force, which procedure shall form part of this Agreement. The Parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached therein. In the event of failure of mediation or upon the expiry of [six] months following the commencement of mediation, whichever is earlier, the dispute shall be referred to and finally resolved through the Singapore courts.]