This Customer Agreement (this “Agreement“) contains the terms and conditions that govern your access to and use of the Services (as defined below) and is an agreement between FacilityBot Pte Ltd of UEN 201938906W, a Singapore Private Limited Company (the “Provider“) and you or the entity you represent (“you” or the “Customer“).
This Agreement takes effect when you click an “I Accept” button or check box presented with these terms, or when you use the Services (the “Effective Date“). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have the legal authority to bind that entity.
1. Definitions
1.1 In this Agreement:
“Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;
“Agreement” means this agreement, including any Schedules and any amendments to this Agreement from time to time;
“Business Day” means any weekday other than a bank or public holiday in Singapore;
“Business Hours” means the hours of 09:00 to 17:00 on a Business Day;
“Charges” means the following amounts: (a) the amounts specified on the website associated with the relevant Hosted Service; and/or (b) such amounts as may be agreed in writing by the parties from time to time.
“Controller” means the natural or legal person, public authority, agency, or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;
“Customer Confidential Information” means: (a) any information disclosed in writing by the Customer to the Provider during the Term that, at the time of disclosure: (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Provider to be confidential; and (b) the Customer Data;
“Customer Data” means all data, works, and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by, or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer (but excluding analytics data relating to the use of the Platform and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement;
“Data Protection Laws” means all applicable laws and regulations relating to the processing of Personal Data applicable to either party, including where applicable: the Singapore Personal Data Protection Act 2012 (as amended) (“PDPA“); the EU General Data Protection Regulation 2016/679 (“GDPR“); the UK General Data Protection Regulation; and any national implementing legislation, as amended or replaced from time to time;
“Data Subject” means the identified or identifiable natural person to whom Personal Data relates;
“Data Subject Request” means a request from a Data Subject exercising their rights under applicable Data Protection Laws, including rights of access, erasure, portability, rectification, restriction, or objection;
“Effective Date” means the date as defined above;
“EEA” means the European Economic Area;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, viruses or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, third party changes to any underlying system on which the Hosted Services rely, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars;
“Hosted Services” means FacilityBot;
“Hosted Services Defect” means a defect, error, or bug in the Platform having an adverse effect on the appearance, operation, functionality, or performance of the Hosted Services, but excluding any defect, error, or bug caused by or arising as a result of: (a) any act or omission of the Customer or any person authorized by the Customer to use the Platform or Hosted Services; (b) a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or (c) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware, or software;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights;
“Maintenance Services” means the general maintenance of the Platform and Hosted Services and the application of Updates and Upgrades;
“Mobile App” means the mobile application developed in relation to the Hosted Services that are made available by the Provider through the Google Play Store and the Apple App Store;
“Personal Data” means any information relating to an identified or identifiable natural person, as defined under the Data Protection Laws applicable to the processing in question;
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data;
“Platform” means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system, and server software is installed;
“Processor” means a natural or legal person, public authority, agency, or other body which processes Personal Data on behalf of the Controller;
“Schedule” means any schedule attached to the main body of this Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
“Standard Contractual Clauses” or “SCCs” means the standard contractual clauses for the transfer of Personal Data to third countries approved by the European Commission, as updated from time to time;
“Sub-Processor” means any third party appointed by the Provider to process Customer Personal Data on the Provider’s behalf;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
“Supported Web Browser” means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome, or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
“Term” means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
“Update” means a hotfix, patch, or minor version update to any Platform software; and
“Upgrade” means a major version upgrade of any Platform software.
2. Credit
2.1 This document was created using a template from SEQ Legal (https://seqlegal.com), subsequently amended by FacilityBot Pte Ltd.
3. Term
3.1 This Agreement shall come into force upon the Effective Date.
3.2 This Agreement shall continue in force until terminated in accordance with Clause 18 or any other provision of this Agreement.
4. Hosted Services
4.1 The Provider hereby grants to the Customer a worldwide, non-exclusive license to use the Hosted Services during the Term.
4.2 The license granted by the Provider to the Customer under Clause 4.1 is subject to the following limitations: (a) The Hosted Services may only be used by the officers and employees of the Customer; and (b) Each Account of the Hosted Services must not be used at any point in time by more than one user.
4.3 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by the Provider to the Customer under Clause 4.1 is subject to the following prohibitions: (a) The Customer must not sub-license its right to access and use the Hosted Services; (b) The Customer must not permit any unauthorized person to access or use the Hosted Services; (c) The Customer must not use the Hosted Services to provide services to third parties; (d) The Customer must not republish or redistribute any content or material from the Hosted Services; (e) The Customer must not make any alteration to the Platform; and (f) The Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.
4.4 The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account.
4.5 The Provider shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.
4.6 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer’s computer systems or networks; (d) any breach by the Customer of this Agreement; or (e) Scheduled maintenance carried out in accordance with this Agreement.
4.7 The Customer must comply with industry-standard acceptable use policies and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with industry-standard acceptable use policies.
4.8 The Customer must not use the Hosted Services in any way that causes or may cause damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.9 The Customer must not use the Hosted Services: (a) in any way that is unlawful, illegal, fraudulent, or harmful; or (b) in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
4.10 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code, and source code) of the Platform, either during or after the Term.
4.11 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue by 10 Business Days.
5. Maintenance Services
5.1 The Provider shall provide the Maintenance Services to the Customer during the Term.
5.2 The Provider shall, where practicable, give to the Customer prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services.
5.3 The Provider shall give to the Customer prior written notice of the application of an Upgrade to the Platform.
5.4 The Provider shall give to the Customer written notice of the application of any security Update to the Platform and prior written notice of the application of any non-security Update to the Platform.
5.5 The Provider shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected from a service provider in the Provider’s industry.
5.6 The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.
6. Support Services
6.1 The Provider shall provide Support Services to the Customer during the Term.
6.2 The Provider shall make available to the Customer a helpdesk in accordance with the provisions of this Agreement.
6.3 The Provider shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a service provider in the Provider’s industry.
6.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving Support Services.
6.5 The Provider shall respond promptly to all requests for Support Services made by the Customer through the helpdesk. The Provider maintains the following Initial Response Time Targets:
| Category | Description | Initial Response Time Target |
|---|---|---|
| Time-sensitive issue | Service outage or downtime | 2 Business Hours |
| General Support Question | General queries on system usage | 1 Business Day |
| Added functionality requests | New feature requests | 3 Business Days |
6.6 The Provider has an annual 99.9% uptime track record and maintains this as a target.
6.7 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue.
7. Customer Data
7.1 The Customer hereby grants to the Provider a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit, and translate the Customer Data to the extent reasonably required for the performance of the Provider’s obligations and the exercise of the Provider’s rights under this Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity, and telecommunications service providers, subject to any express restrictions elsewhere in this Agreement.
7.2 The Customer warrants to the Provider that the Customer Data, when used by the Provider in accordance with this Agreement, will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute, or regulation, in any jurisdiction and under any applicable law.
8. Mobile App
8.1 The parties acknowledge and agree that this Agreement shall also govern the use of the Mobile App.
9. No Assignment or Transfer of Intellectual Property Rights or Ownership
9.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights or ownership from the Provider to the Customer, or from the Customer to the Provider.
10. Charges
10.1 The Customer shall pay the Charges to the Provider in accordance with this Agreement.
10.2 If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer’s written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded.
10.3 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable goods and service taxes.
10.4 The Provider may elect to vary any element of the Charges by giving to the Customer not less than 10 Business Days’ written notice of the variation.
11. Payments
11.1 The Customer may pay through a credit card subscription or may be invoiced by the Provider in advance of the period to which the payments relate.
11.2 Where an invoice is issued, the Customer must pay the Charges to the Provider within the period of 10 Business Days following the issue of an invoice.
11.3 The Customer must pay the Charges by using such payment details as are notified by the Provider to the Customer in the invoice.
11.4 If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may charge the Customer interest on the overdue amount at the rate of 2% per month or the maximum interest rate permitted by law, whichever is lower.
12. Provider’s Confidentiality Obligations
12.1 The Provider must: (a) keep the Customer Confidential Information strictly confidential; (b) not disclose the Customer Confidential Information to any person without the Customer’s prior written consent; and (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider’s own confidential information of a similar nature, being at least a reasonable degree of care.
12.2 Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider’s officers, employees, professional advisers, insurers, agents, and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to this Agreement.
12.3 This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that: (a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the Provider; or (c) is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality.
12.4 The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.
12.5 The provisions of this Clause 12 shall continue in force for a period of 1 year following the termination of this Agreement.
13. Data Protection
13.1 Roles of the Parties
The parties acknowledge that for the purposes of applicable Data Protection Laws: (a) the Customer is the Controller of the Customer Personal Data; and (b) the Provider is the Processor of the Customer Personal Data, processing it only on behalf of and on the documented instructions of the Customer.
13.2 Compliance
Each party shall comply with the Data Protection Laws applicable to it with respect to the processing of Customer Personal Data. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement, and that such disclosure and the Provider’s processing in accordance with this Agreement will not violate any applicable Data Protection Laws.
13.3 Provider’s Processing Obligations
The Provider shall, in relation to any Customer Personal Data processed in connection with the performance of its obligations under this Agreement:
(a) process Customer Personal Data only on the documented instructions of the Customer as set out in this Agreement or as otherwise notified by the Customer to the Provider in writing, unless required to do so by applicable law (in which case the Provider shall, to the extent permitted by law, inform the Customer of that legal requirement before processing);
(b) ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
(c) implement appropriate technical and organisational security measures in accordance with Clause 13.6 to protect the Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access;
(d) not engage Sub-Processors without prior general or specific written authorisation of the Customer. The Customer hereby provides general written authorisation for the Provider to engage the Sub-Processors listed in Clause 13.5. The Provider shall inform the Customer of any intended changes concerning the addition or replacement of Sub-Processors, giving the Customer sufficient opportunity to object to such changes;
(e) assist the Customer in responding to Data Subject Requests in accordance with Clause 13.7;
(f) assist the Customer in ensuring compliance with its obligations relating to security, Personal Data Breach notification, data protection impact assessments, and consultation with supervisory authorities, taking into account the nature of the processing and the information available to the Provider;
(g) at the choice of the Customer, delete or return all Customer Personal Data to the Customer on termination of the Agreement, and delete existing copies unless applicable law requires storage of the Personal Data; and
(h) make available to the Customer all information necessary to demonstrate compliance with the obligations set out in this Clause 13, and allow for and contribute to audits and inspections conducted by the Customer or a mandated auditor, provided that reasonable prior written notice is given and any audit is conducted during Business Hours with minimal disruption to the Provider’s operations.
13.4 Purpose and Duration of Processing
13.4.1 The Provider processes Customer Personal Data solely for the purpose of providing the Hosted Services and related Services under this Agreement and for no other purpose.
13.4.2 The categories of Data Subjects whose Personal Data is processed may include: the Customer’s employees, contractors, facility managers, technicians, and other users of the Hosted Services on behalf of the Customer.
13.4.3 The categories of Customer Personal Data processed may include: names, email addresses, phone numbers, work order data, geolocation data, job titles, and any other personal data uploaded or generated by the Customer through the Hosted Services.
13.4.4 Processing shall continue for the duration of the Term and, thereafter, in accordance with Clause 13.3(g).
13.5 Sub-Processors
13.5.1 The Customer hereby authorises the Provider to engage the following categories of Sub-Processors to process Customer Personal Data:
| Sub-Processor Category | Purpose |
|---|---|
| Cloud infrastructure provider (e.g., AWS, Google Cloud) | Hosting and storage of the Platform and Customer Data |
| Payment processor (e.g., Stripe) | Processing subscription payments |
| Customer communication tools | Support and helpdesk communications |
| Analytics and monitoring services | Platform performance and error monitoring |
13.5.2 A current list of specific Sub-Processors is maintained at https://blog.facilitybot.co/blog/sub-processor-list/ and is available upon written request to sales@facilitybot.co.
13.5.3 The Provider shall ensure that each Sub-Processor is bound by data protection obligations equivalent to those set out in this Clause 13. The Provider remains fully liable to the Customer for the acts and omissions of its Sub-Processors.
13.6 Security Measures
13.6.1 Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, the Provider shall implement and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate: (a) encryption of Customer Personal Data in transit and at rest; (b) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services; (c) the ability to restore the availability and access to Customer Personal Data in a timely manner in the event of a physical or technical incident; and (d) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
13.7 Data Subject Rights
13.7.1 Taking into account the nature of the processing, the Provider shall assist the Customer by appropriate technical and organisational measures, insofar as possible, in fulfilling the Customer’s obligation to respond to Data Subject Requests.
13.7.2 The Provider shall promptly notify the Customer, and in any event within 5 Business Days, if it receives a Data Subject Request directly from a Data Subject in relation to Customer Personal Data. The Provider shall not respond to that Data Subject Request without the Customer’s prior written authorisation, except to inform the Data Subject that the Provider cannot action the request without instructions from the Controller.
13.8 Personal Data Breaches
13.8.1 The Provider shall notify the Customer without undue delay, and in any event within 48 hours of becoming aware of a Personal Data Breach affecting Customer Personal Data.
13.8.2 Such notification shall, to the extent available at the time of notification, include: (a) a description of the nature of the Personal Data Breach, including the categories and approximate number of Data Subjects and records concerned; (b) the name and contact details of the Provider’s Data Protection Officer or other relevant contact point; (c) a description of the likely consequences of the Personal Data Breach; and (d) a description of the measures taken or proposed to address the Personal Data Breach.
13.8.3 The Provider shall cooperate with the Customer and take such steps as are directed by the Customer to assist in the investigation, mitigation, and remediation of any Personal Data Breach.
13.9 International Transfers
13.9.1 The Provider shall not transfer Customer Personal Data outside of Singapore or (where applicable) the EEA without the prior written consent of the Customer, except where: (a) the transfer is to a country that has been designated as providing an adequate level of protection by the relevant data protection authority; or (b) the transfer is subject to Standard Contractual Clauses or another lawful transfer mechanism under applicable Data Protection Laws.
13.9.2 Where Customer Personal Data originating from the EEA is transferred to the Provider (or its Sub-Processors) in a country not covered by an adequacy decision, the parties agree to comply with the applicable Standard Contractual Clauses (controller-to-processor), which are incorporated into this Agreement by reference.
13.10 Data Protection Officer
The Provider has designated a Data Protection Officer who may be contacted at: sales@facilitybot.co
13.11 Changes to Data Protection Laws
If any changes or prospective changes to applicable Data Protection Laws result or will result in one or both parties not complying with those laws in relation to the processing of Personal Data carried out under this Agreement, then the parties shall use their best endeavours promptly to agree on such variations to this Agreement as may be necessary to remedy such non-compliance.
14. Warranties
14.1 The Provider warrants to the Customer that: (a) The Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and (b) The Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider’s rights and the fulfilment of the Provider’s obligations under this Agreement.
14.2 If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person’s Intellectual Property Rights, the Provider may at its own cost and expense: (a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or (b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
14.3 The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
14.4 All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
15. Acknowledgements and Warranty Limitations
15.1 The Customer acknowledges that complex software is never wholly free from defects, errors, and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors, and bugs.
15.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities, and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.
15.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems as specified in this Agreement, and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
15.4 The Customer acknowledges that the Provider will not provide any legal, financial, accountancy, or taxation advice under this Agreement or in relation to the Hosted Services.
16. Limitations and Exclusions of Liability
16.1 Nothing in this Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.
16.2 The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement: (a) are subject to Clause 16.1; and (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence), and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
16.3 The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.
16.4 The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.
16.5 The Provider shall not be liable to the Customer in respect of any loss of revenue or income.
16.6 The Provider shall not be liable to the Customer in respect of any loss of use or production.
16.7 The Provider shall not be liable to the Customer in respect of any loss of business, contracts, or opportunities.
16.8 The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database, or software.
16.9 The Provider shall not be liable to the Customer in respect of any special, indirect, or consequential loss or damage.
16.10 The aggregate liability of the Provider to the Customer under this Agreement shall not exceed the lower of: (a) SGD 100/- (One Hundred Singapore Dollars); and (b) The total amount paid by the Customer to the Provider under this Agreement.
17. Force Majeure Event
17.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement, other than any obligation to make a payment, that obligation will be suspended for the duration of the Force Majeure Event.
18. Termination
18.1 The Provider may terminate this Agreement by giving the Customer 10 Business Days’ written notice of termination. The Customer may terminate this Agreement upon termination of the online subscription.
18.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
18.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager, or similar is appointed over any of the assets of the other party; (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up; or (d) if that other party is an individual: (i) that the other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.
19. Effects of Termination
19.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save for the provisions of this Agreement intended to survive and continue to have effect, including Clauses 12, 13.3(g), and 16.
19.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.
19.3 Within 10 Business Days following the termination of this Agreement for any reason, the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement.
19.4 Following termination of this Agreement, the Provider shall, at the election of the Customer, either securely delete or return all Customer Personal Data in its possession or control within 30 days, unless applicable law requires the Provider to retain such data for a longer period, in which case the Provider shall notify the Customer accordingly.
20. Notices
20.1 Any notice from one party to the other party under this Agreement must be given in writing.
20.2 The Provider’s contact details for notices under Clause 20 are as follows: sales@facilitybot.co
21. General
21.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
21.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect.
21.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties, or by an updated version published by the Provider on its website with reasonable notice to the Customer.
21.4 Neither party may, without the prior written consent of the other party, assign, transfer, charge, license, or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
21.5 This Agreement is made for the benefit of the parties and is not intended to benefit any third party or be enforceable by any third party.
21.6 Subject to Clause 16.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements, and understandings between the parties in respect of that subject matter. In the event of any conflict or inconsistency between the terms of this Agreement and any Purchase Order, invoice, or other document provided by the Customer, the terms of this Agreement shall prevail and govern.
21.7 This Agreement shall be governed by and construed in accordance with Singapore Law.
21.8 The courts of Singapore shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
