Any reference to "you" in these Terms shall be a reference to the Organisation, including its authorised representatives, accessing and using the Services and/or Site. "Organisation" means a company, partnership, association or other entity, organisation or body corporate.
We may update these Terms from time to time and any changes will be posted on the Site. The changes will apply with immediate effect to the use of the Site. If you do not wish to accept the new Terms you should not continue to use the Site. If you continue to use the Site after the change comes into effect, your use of the Site indicates your agreement to be bound by the new Terms.
2. SCOPE OF OUR SERVICES
2.1. Through the Site, we provide an online platform providing services relating to searching for office space, designers, vendors, product suppliers, floor planning, customer relationship management, analytics, and other related services as may be provided from time to time (collectively, the “Services”).
3. YOUR PAYMENT OBLIGATIONS
3.1. We will submit our invoices to you in respect of our fees incurred by you, calculated on the basis of the schedule of fees as notified to you (“Fee Schedule”). These are due and payable upon presentation.
3.2. If payment is delayed beyond 30 days, we reserve the right to charge interest on overdue invoices in accordance with our policy prevailing from time to time.
3.3. Fees for our Services are net of any tax or duties that are due.
3.4. The payment methods shall be as notified by SpaceSense to you, including but not limited to payment methods provided by third party payment processors. SpaceSense may add or remove payment methods at its sole discretion.
3.5. You agree to comply with the payment procedures as may be notified to you by SpaceSense and/or the relevant payment processor(s).
4. THIRD PARTY AGREEMENTS
4.1. The Services may require, enable or facilitate access to or use of websites, software or services of a third party (“Third Party”). In the event you enter into an agreement with a Third Party, you shall be solely responsible for performing your obligations under that agreement. SpaceSense shall not be responsible for any violation of those terms and conditions which are agreed on between you and a Third Party.
4.2. For the avoidance of doubt, nothing in the Services shall be considered an endorsement, representation or warranty of or by us with respect to any Third Party or any Third Party's content, products, services or otherwise. We make no representations, warranties or guarantees regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such Third Party content, products, services or otherwise and any use or reliance on the same by you is solely at your own risk.
5. ACCESS CONDITIONS
5.1. You shall ensure that all usernames and passwords required to access the Site and/or Services are kept secure and confidential. You must immediately notify us of any unauthorized use of your passwords or any other breach of security. You agree to take all actions that we reasonably deem necessary to maintain or enhance the security of our computing systems and networks and your access to the Services.
5.2. As a condition of these Terms, when accessing and using the Site and/or Services, you shall not, and shall not permit any other person, to:
(a) attempt to undermine the security or integrity of SpaceSense's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
(b) access, monitor or copy any content on the Site using technology, software, or any program either manually or automatically for any purpose without the written permission from SpaceSense;
(c) use, or misuse, the Services in any way which may impair the functionality of the Services or Site, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Site;
(d) 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;
(e) transmit, or input into the Site, any: files that may damage any other person's computing devices or software, content that may be defamatory, obscene, harassing or 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) or which is deemed unacceptable by us in our sole discretion; and
(f) attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Site.
6. REPRESENTATIONS AND WARRANTIES
6.1. By using this Site and/or the Services, you represent, warrant, and undertake now and hereafter that:
(a) You maintain a valid registration on the register of business entities maintained by the applicable regulator, including but not limited to the Accounting and Corporate Regulatory Authority of Singapore;
(b) You have obtained the consent of the relevant individuals whose personal data is provided to us;
(c) The content which you provide to us is accurate, not misleading or deceptive, does not infringe on the intellectual property rights of third parties, and appropriate for the purposes of the Site and/or Services;
(d) You are not subject to any prohibitions or restrictions by any sanctions program, or subject to any penalties under any anti-money laundering regime;
(e) You maintain compliance with any and all applicable laws, regulations, permits, and licence conditions.
7. INTELLECTUAL PROPERTY RIGHTS
7.1. The content of the Site is protected by copyright, trade marks, and other intellectual property rights.
7.2. You acknowledge and agree that the legal and beneficial owner of all intellectual property rights to (a) the content of the Site; and (b) the Services, which shall include all current and future copyright, patent, trade marks or rights in databases, inventions or trade secrets, know-how, rights in designs, trade and business names, domain names, marks and devices (whether or not registered) and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant country in the world, is SpaceSense or its licensors (as the case may be).
7.3. You may not otherwise reproduce, modify, copy, adapt, transfer, sell, distribute, or use for commercial purposes, any of the materials, data or content on the Site and Services without written permission from SpaceSense.
7.4. For the avoidance of doubt, you may not reproduce, modify, copy, adapt, transfer, sell, distribute, or use for commercial purposes, any floor plan generated by the Services, unless you are a landlord sharing the floor plan with your prospective customer.
7.5. No licence is granted to you in these Terms to use any trade mark of SpaceSense.
7.6. You agree to grant us the worldwide, perpetual, non-exclusive, royalty-free right by way of licence to publish, transmit, perform, display, upload, download, communicate to the public, or otherwise transfer or make available your content which is provided to us. For the purposes of this clause, “content” includes but is not limited to information, data, materials, text, images, diagrams, and pictures.
8.1. YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW:
(a) THE PROVISION OF, ACCESS TO, AND USE OF THE SITE AND SERVICES ARE ON AN "AS IS" AND "AS AVAILABLE" BASIS, AT YOUR OWN RISK. WE DO NOT MAKE ANY KIND OF REPRESENTATION, WARRANTY OR GUARANTEE, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY OF A PRODUCT OR SERVICE, OR SUITABILITY OF THE PRODUCTS AND SERVICES WE PROVIDE FOR A PARTICULAR PURPOSE AND AGAINST NON-INFRINGEMENT WHERE APPLICABLE;
(b) WE DO NOT WARRANT THAT: (i) THE USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED OR FREE FROM ERROR; OR (ii) THE SITE OR THE SERVICES ARE FREE FROM VIRUSES, MALWARE OR HARMFUL COMPONENTS;
(c) WE DO NOT WARRANT THE ACCURACY, AUTHENTICITY, INTEGRITY, RELIABILITY, SUITABILITY OR QUALITY OF THE CONTENT, SITES OR RESOURCES AVAILABLE TO AND FROM THE SITE OR SERVICES;
(d) WE DO NOT WARRANT THAT THE FLOOR PLAN GENERATED VIA THE SERVICES MATCHES THE ACTUAL SITE PLAN, AND IT IS YOUR RESPONSIBILITY TO PERFORM SITE VERIFICATION;
(e) THE FLOOR PLAN GENERATED VIA THE SERVICES HAS NOT BEEN APPROVED BY A PROFESSIONAL ENGINEER, ARCHITECT, OR OTHER AUTHORITY, AND IT IS YOUR RESPONSIBILITY TO OBTAIN SUCH APPROVALS;
(f) THE FLOOR PLAN GENERATED VIA THE SERVICES IS MEANT ONLY TO PROVIDE AN ILLUSTRATION OF YOUR SPECIFIED REQUIREMENTS;
(g) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICE IS AT YOUR SOLE RESPONSIBILITY AND RISK. YOU VOLUNTARILY ASSUME SUCH RISK, AND YOU SHALL BE FULLY RESPONSIBLE FOR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING ANY MATERIALS THAT ARE PROVIDED.
9. LIMITATION OF LIABILITY
9.1. To the full extent allowed by applicable law, you agree that we shall not be liable to you or any third party for any losses or damages, whether direct or indirect, including but not limited to loss of revenue, loss of profits, loss of anticipated savings, wasted expenditure, loss of data, and any other consequential, special or punitive damages whatsoever that arise out of or are related to the Site or Services.
9.2. Nothing in these Terms shall exclude either party's liability for personal injury or death caused by its negligence.
10.1. You shall indemnify us against all losses, liabilities, costs and expenses reasonably suffered or incurred by us, all damages awarded against us under any judgment by a court of competent jurisdiction and all settlements sums paid by us as a result of any settlement agreed by us arising out or in connection with:
(a) any breach of these Terms by you;
(b) any claim by any third party that the use of the Site or Services by you, or any content provided by you, is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or constitutes a breach of any applicable law, regulation or code of practice;
(c) any claim by any third party that the use of the Site or Services by you, or any content provided by you, infringes that third party's copyright or other intellectual property rights of whatever nature;
(d) any fines or penalties imposed by any regulatory, advertising or trading body or authority in connection with the use of the Site or Services by you; and
(e) any act or omission by you, whether negligent, unlawful or otherwise.
11. THIRD PARTY LINKS AND CONTENTS
11.1. The Site may contain links to websites operated by parties other than us. We do not control those sites or links and are not responsible for the content, privacy or other activities of such sites. We may provide opportunities for third parties to deliver, load, transmit or otherwise make available their content (including but not limited to information, data, text, images, sound, graphics, video, messages, reviews, or other materials) through this Site. We do not review and/ or do not have control over the third party content. You agree that we shall not be responsible for the content or the availability of such third party sites and resources, and we shall not be responsible for any content provided by third parties.
12.1. We may, in our sole discretion, change, suspend, or terminate your use of this Site or Services, at any time for any reason without prior notification to you.
12.2. In the event of termination, you remain bound by the obligations in these Terms, including but not limited to the payment obligations, warranties, indemnification, waiver and limitation of liabilities that you have agreed to.
12.3. We shall not be liable to you or any third party for any termination or suspension of your access to the Site or Services.
13. EMAIL COMMUNICATIONS
13.1. You agree that we may send emails to your email address(es) provided to us, for the purposes of administering your account, notifying you of updates to the Services or related to your office lease, notifying you of successful leads, informing you of new products and/or services, and providing you with our newsletter if you have subscribed for the same.
13.2. You may unsubscribe to such email communications at any time.
13.3. In the event that another user of the Site or Services has provided their contact information (whether in the form of email address(es), contact number(s) or otherwise) to you in connection with an inquiry, you agree that you shall not send such other user any communications not connected with the inquiry, unless you have obtained the user’s prior written consent.
14. GOVERNING LAW
14.1. These Terms shall be governed by and interpreted in accordance solely with the Laws of Singapore. The Parties submit to the exclusive jurisdiction of the courts of Singapore.
15.1. These Terms shall constitute the entire agreement and understanding between you and SpaceSense on the subject matter thereof, and shall supersede all prior agreements, whether written or oral, between you and SpaceSense concerning the subject matter thereof.
15.2. If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
15.3. Failure by us to enforce any provision of these Terms at any time shall not be construed as a waiver of our rights to enforce the breach of such provision or any other provision in these Terms or as a waiver of any continuing, succeeding or subsequent breach of any provision of these Terms.
15.4. We shall not be responsible for any breach of these Terms caused by circumstances beyond our control.
15.5. You may not assign, sub-license or otherwise transfer any of your rights or obligations under these Terms, without our prior written consent.
15.6. Except where expressly stated, nothing in these Terms is intended to grant to any third party any right to enforce any term or to confer on any third party any benefits under these Terms. The application of the Contracts (Rights of Third Parties) Act (Cap. 53B) and any re-enactment is expressly excluded.
15.7. Notices given pursuant to these Terms shall be deemed sufficiently given if they are in writing and forwarded by registered post or recorded delivery service or equivalent to either party at its registered address.