CLIV STANDARD TERMS AND CONDITIONS

The following Terms are deemed read and accepted by the Customer when the Customer signs an Order for CLIV. These Terms and Conditions will be updated from time to time. You will be given reasonable notice of any changes and the latest version shall apply. The latest version is dated 27 April 2023. 

1.              INTERPRETATION

1.1           The following definitions and rules of interpretation apply in these Terms and in your Order as applicable.

Customer, You, and Your: (both capitalised and in lower case) has the meaning ascribed in the Order.

Customer Data: as defined in Clause 4.1(a), which constitutes Proprietary Information of the Customer.

Derived Information: as defined in Clause 4.6.

Designated Users: persons you have appointed to use CLIV pursuant to your Plan.

Fees: the Setup Fee and the Recurring Fee, and any other fees payable in respect of CLIV as set out in the Order.

Initial Term: the term of subscription as stated in the Order, subject to adjustment as set out in Schedule 1.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Introduction or Introduce: means any introduction that you make to us of an organisation (the New Prospect) not known to us before the date of the introduction that results in the New Prospect subscribing to a Plan within 90 days of the date of the introduction.

Order: the signed order form, stated as such, including any schedules, and made between the Customer and Two Eight One.

Parties: the Customer and Two Eight One.

Plan: the service plan to which the Customer has subscribed, as identified in the Order or any plan to which the Customer will subscribe after the expiry of the Initial Term.

Proprietary Information: Customer Data and Supplier Data.

CLIV: the software and management reporting tools, together with the Service Support that we provide, in accordance with the Plan level to which you are subscribed during any given period.

Service Support: the initial onboarding support we give to you, and any continued support during the currency of your subscription in order to gather information requirements; scope or define your organisation’s data needs; and determine the location of Customer Data; and to determine reporting requirements.

Software: the software named CLIV, and all updates, upgrades, releases, and versions thereof, including:

(a)       the source code and object code; and

(b)       all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface.

Software Documentation: all and any documentation (whether in human or machine readable form) relating to the Software, including all:

(c)       operating manuals, user instruction manuals, and training materials; and

(d)       documents associated with the creation, design, development, or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, testing or configuration documentation, and technical data.

Supplier Data: as defined in Clause 4.1(b), which constitutes Proprietary Information of Two Eight One.

Terms: these terms and conditions as amended from time to time, together with the Order.

Two Eight One, our, we or us: the trading name of 28one Pte Ltd, a company incorporated in Singapore with unique entity number 202129135D and whose registered address is at 160 Robinson Road, #14-04, Singapore 068914

1.2           Your Order forms part of these Terms and shall have effect as if set out in full in the body of these Terms.

1.3           References to clauses and Schedules are to the clauses and Schedules of these Terms.

1.4           Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.5           A reference to writing or written includes email.

1.6           Any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

1.7           Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders and a reference to a person includes a natural person, a corporation, or an unincorporated body (whether or not having a separate legal personality).

2.              SERVICES AND SUPPORT

2.1           On and subject to the terms of these Terms, Two Eight One will provide to the Customer CLIV according to our Order.

2.2           We may, at our sole and absolute discretion, provide you and your Designated Users with additional general technical support (General Support) at no additional Fee in connection with the use of the latest version of the CLIV Systems with a reasonable response time during business hours applicable to the working location of our team.

2.3           In addition to General Support, we may provide additional support, training and/or professional services from time to time at such additional Fees as set out in your Order or as then agreed between Two Eight One and the Customer in writing.

3.              CUSTOMER’S UNDERTAKINGS

3.1           The Customer will comply (and will ensure that its Designated Users comply) with Two Eight One’s published terms, policies, and all applicable laws and regulations in using CLIV.

3.2           The Customer will obtain and maintain any equipment and ancillary services necessary to connect to, access, or otherwise use CLIV (including any necessary servers, web servers, network, modems, hardware, software, operating systems, and the like).

3.3           The Customer will maintain the security of the Customer’s Designated User account(s) for using CLIV, including the password(s) to such account(s) and all information contained in such account(s).

3.4           The Customer will not, directly or indirectly:

(a)       reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to CLIV or any part of the Software;

(b)       modify, translate, or create derivative works based on CLIV or any part of the Software;

(c)       make illegal or unlawful use of CLIV or the Software;

(d)       use CLIV or any part of the Software for the benefit of a third party; or

(e)       breach the terms of these Terms or any applicable laws or regulations.

3.5           The Customer acknowledges and agrees that Two Eight One may, although it has no obligation to do so, monitor the Customer’s use of CLIV and may prohibit any use of CLIV where Two Eight One believes that such use is or may be in breach of these Terms .

3.6           The Customer will indemnify Two Eight One against any losses, damages, expenses, or liabilities (including legal fees) in connection with any claim or action that arises from any use of CLIV by the Customer in breach of these Terms.

4.              PROPRIETARY INFORMATION

4.1           The Parties acknowledge that, to enable the provision of CLIV:

(a)       the Customer has disclosed information or data (including but not limited to information regarding products and the sourcing of products, quality factors, quality management, and the quality of goods, defects, volume of production, transportation and logistics, sustainability, together with information or data in relation more broadly to the business, management, or structure of the Customer) to Two Eight One which is not public knowledge (‘Customer Data‘); and

(b)       Two Eight One has provided the Software Documentation to the Customer and has disclosed or may disclose other information or data (including any information regarding existing or planned features, functionality, and performance of the Software) to the Customer which is not public knowledge (‘Supplier Data‘).

4.2           Customer Data belongs to the Customer. The Customer owns all rights (including all Intellectual Property Rights), title, and interest in and to the Customer Data.

4.3           Supplier Data belongs to Two Eight One. Two Eight One owns all rights (including all Intellectual Property Rights), title, and interest in and to Two Eight One Data, as well as all or any improvements, enhancements, or modifications to the Software, and any applications, inventions, or other technology developed in connection with the Software.

4.4           Each Party agrees to take reasonable precautions to protect and keep confidential the Proprietary Information of the other Party and not to use (except in performance of CLIV or otherwise consented to by the other Party) or disclose the Proprietary Information to any third party.

4.5           The obligation under this clause will not apply in respect of any Proprietary Information that;

(a)       is or becomes generally available to the public;

(b)       was disclosed to the Party by a third party without restriction; or

(c)       is required to be disclosed by law.

4.6           For the avoidance of doubt, Two Eight One has the right to collect and analyse any data and information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies, including any data or information of or derived from the Customer’s use of CLIV (‘Derived Information‘). Two Eight One is free to, without any licence or permission from the Customer and without paying any fees or payment to the Customer:

(a)       use any Derived Information to improve and enhance CLIV and for other development, diagnostic, and remedial purposes in connection with CLIV and other offerings by Two Eight One; and

(b)       disclose such data solely in aggregate or in unidentifiable form.

5.              PAYMENT OF FEES

5.1           You agree to pay the Fees in a timely manner.

5.2           You will settle any invoice sent by us within ten (10) day(s) from the date of invoice.

5.3           Failure to pay any Fees for more than thirty (30) day(s) after the due date will constitute a material breach of these Terms referred to in Clause 7.2.

5.4           If your (or any of your Designated Users’) use of CLIV exceeds the level of services included in the Plan, you will be billed for the additional usage and you agree to pay the additional fees in such manner as instructed by Two Eight One.

5.5           We reserve the right to change the amount of the Fees or the manner for charging for CLIV at the end of the Initial Term or the then-current term.

5.6           Any enquiries on billing (including incorrect billing) should be directed to the customer support department of Two Eight One.

6.              DURATION AND TERMINATION

6.1           Subject to earlier termination as provided under Clause 6.2, these Terms are for the Initial Term and shall be automatically renewed for additional periods of the same duration.

6.2           Either Party may terminate these Terms by giving notice in writing in compliance with the notice provisions of these Terms and the Order. Upon a material breach of these Terms, the Party not in breach has the right to terminate these Terms with immediate effect.

6.3           All clauses of these Terms which by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7.              WARRANTY AND DISCLAIMER

7.1           Each Party warrants that it has full power and authority to enter into these Terms.

7.2           Two Eight One warrants that it will use reasonable efforts that are consistent with prevailing industry standards in providing CLIV.

7.3           Two Eight One does not warrant that CLIV and/or the Software will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of CLIV. CLIV and the Software are provided on an ‘as is’ basis and Two Eight One disclaims all warranties, express or implied, to the extent permitted by law including any implied warranties of merchantability or fitness for any particular purpose and non-infringement.

7.4           Two Eight One will use commercially reasonable efforts to respond to any problems about CLIV detected by Two Eight One and/or reported by the Customer in accordance with the SLA. Two Eight One, however, does not guarantee that all problems can be fixed within any specific timeframe.

8.              LIMITATION OF LIABILITY

8.1           To the fullest extent permitted by law, Two Eight One and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) (collectively the ‘Supplier Entities‘) will not be liable or responsible for:

(a)       any error or interruption of use or for any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;

(b)       any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;

(c)       any loss of profit, business, or data; or

(d)       any matters beyond the reasonable control of Two Eight One.

8.2           Two Eight One Entities liabilities in connection with or arising out of the provision of CLIV are limited to the fees (if any) the Customer has paid to Two Eight One for CLIV

in the twelve (12) months prior to the act that gave rise to such liabilities whether or

not Two Eight One has been advised of the possibility of such damages.

9.              WAIVER

No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

10.           SEVERANCE

10.1        If any provision of these Terms is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

10.2        If any provision of these Terms is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

11.           NOTICES

11.1        All notices required or permitted by these Terms shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, or by email at its address set out above (or such other address as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.

11.2        Notices shall be deemed to have been duly given and received:

(a)       if delivered by hand or sent by courier, notice will be deemed given on the date of receipt;

(b)       if sent by registered post to an address in the same country, on the second (2nd) business day after posting; or if sent to an address not in the same country, on the fifth (5th) business day after posting; or

(c)       if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee’s email address is wrong or that the message cannot be delivered).

11.3        In the event that Article 18/3 of the Turkish Commercial Code shall affect either of the parties, (including but not limited to an event of default, termination, rescission), notices shall be effected through a notary public or by registered or certified mail, postage prepaid, return receipt requested to its registration address (as may be specified under the Order).

12.           ENTIRE AGREEMENT

12.1        These Terms (including your Order) constitute the entire agreement between the Parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.2        Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms.

13.           GOVERNING LAW

These Terms (including your Order) and any dispute or claim arising out of or in connection with them or  their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

14.           DISPUTE RESOLUTION

All disputes, controversies, and claims arising out of or in relation to these Terms (including your Order) (including the existence, validity, interpretation, performance, breach, or termination thereof) shall be referred to and finally and exclusively resolved by mediation and arbitration. The language of the arbitration shall be English.

15.       If the Client requests any of, but not limited to, changing the inspection service location that was agreed upon in the Order, modifying the Freight forwarding service, the Client must give 28one a written notice of such alteration at least eight weeks before the planned changes. The Client is responsible for all extra costs and expenses that 28one incurs because of such alteration, including but not limited to travel, accommodation, cancellation fees, set up, and any other reasonable charges. The Client must pay such extra costs and expenses within the payment terms specified in these Terms or the Order. 28one has the right to reject or delay the inspection service if the location change is not possible or would negatively affect the quality or safety of the service.

16.       If the client relocates or changes its country of our service, the client will pay 28 One back for all extra costs that result from the move, set up, and as per the standard terms.