Terms of service.
Welcome to the Speakers for Good site.
These Terms are set to clarify the relationships between the Speakers for Good initiative (S4G) and its listed speakers who may receive speaking requests by the visitors of this Site (www.speakersforgood.global) who are event organisers.
These terms, however, do not specify relationships between S4G and the visitors to the Site.
S4G is an online listing of speakers who commit to make impactful giving a part of their work and it does not operate as a speaker bureau service which takes commissions in the speaking service arrangements. If, as an event organiser, you choose to hire a speaker for your event based on the information provided by this Site, please make sure you sign a separate agreement directly with the speaker before you proceed with the arrangement.
Privacy Policies that are applicable for all the site visitors are stated on this page: www.speakersforgood.global/privacy.
Speakers for Good (S4G) is an initiative run by a group of volunteering members of the B1G1 Initiative (www.b1g1.com), a global giving initiative with membership consisting of businesses around the world. B1G1’s operation is run by BUY1GIVE1 Pte. Ltd., a company incorporated in Singapore (REG: 200703109E). Hence the committee members of S4G nominate BUY1GIVE1 Pte. Ltd to handle part of the execution of the Services provided by S4G.
For the Speakers for Good initiative introduction, please refer to this document: https://www.b1g1.com/downloads/SpeakersForGood-Intro.pdf. And for the more detailed Guidance Note, please refer to: https://www.dropbox.com/s/gna1xfzk54bk9s2/S4G%20-%20Speakers%20Guidance.pdf?dl=0
By using the Speakers for Good Site, you agree to these Terms and Conditions.
1. Interpretation
1.1. The definitions and rules of interpretation in this clause apply in these terms.
Speaker for Good (S4G) is an initiative of BUY1GIVE1 Pte. Ltd.
Customer means the person or business who uses the Services of S4G, in this case a speaker who subscribes to the S4G initiative and is listed on the Site.
Site means the website: www.speakersforgood.global
Authorised Users means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2.
Confidential Information means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in section 11.
Customer Data means the data inputted by the Customer, Authorised Users, or S4G on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services including blog posts of the Customer posted on the Customers website.
Data Protection Legislation “Data Protection Legislation” means all applicable laws in relation to (a) data protection; (b) privacy; (c) interception and monitoring of communications; (d) restrictions on or requirements relating to the Processing of Personal Data of any kind, including the General Data Protection Regulation (GDPR by EU), the Personal Data Protection Act (PDPA by Singapore), and all other laws addressing identity theft or security breach. For our Privacy Policy, please refer to: www.speakersforgood.global/privacy
Documentation means the document made available to the Customer by S4G online via https://speakersforgood.global/ or such other web address notified by S4G to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date means the date of completion of the Customer’s Subscription.
Speakers for Good (S4G) is an initiative run by a committee members of the B1G1 initiatives under the supervision of the company BUY1GIVE1 Pte Ltd registered at 3 Fusionopolis Place #04-51 Singapore 138523 under company registration number 200703109E.
Services means the subscription services provided by S4G to the Customer under these terms via the Software accessed through https://speakersforgood.global/ or any other website notified to the Customer by S4G from time to time, as more particularly described in the Documentation.
Software means the online software applications provided by S4G as part of the Services.
Subscription Fees means the subscription fees payable by the Customer to S4G for the User Subscriptions, as described in the Speakers for Good agreement (https://www.cognitoforms.com/B1G1/SpeakerForGoodAgreement).
Supplier Marks means any trademarks, service marks, service or trade names, logos, and other designations of S4G and its affiliates that we may make available to you in connection with this Agreement.
Third Party Processors includes the third parties used by S4G to deliver Services including but not limited to Squarespace (https://profitwell.com), Stripe (https://squarespace.com), Google Gsuite Services (https://google.com) and Cognito Form (https://cognitoforms.com).
Third Party Social Sites means the third party social sites used by S4G on behalf of the Customer including but not limited to Facebook, LinkedIn, and Twitter.
User Subscriptions means the user subscriptions purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms.
Virus means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
2. User subscriptions
2.1. Subject to the Customer purchasing the User Subscriptions in accordance with the restrictions set out in this clause 2 and the other terms and conditions of these terms, S4G hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2. The Customer shall not access, store, distribute or transmit any Viruses, or any material including Customer Data, during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property; and S4G reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. S4G is not obliged to remove or recognise such content contained in any material or Customer Data and the Customer shall be fully liable for the same.
2.3. The Customer shall be responsible for ensuring that content of the Customer Data is satisfactory for publication to Third Party Social Sites and is in compliance with clause 2.2 above.
2.4. The Customer shall indemnify S4G against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by S4G arising out of or in connection actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with publication of the Customer Data.
2.5. The Customer shall not: except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these terms: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or use the Software, Services and/or Documentation to provide services to third parties; license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit Services and/or Documentation except as permitted under the Agreement. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation; and
2.6. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify S4G.
2.7. The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3. Additional user subscriptions
3.1. Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out at https://speakersforgood.global and S4G shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of these terms.
3.2. If S4G approves the Customer's request to purchase additional User Subscriptions, the Customer shall pay to S4G the relevant fees for such additional User Subscriptions as set out at https://speakersforgood.global.
4. Services
4.1. S4G shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of these terms. The communications related to S4G initiative may be unavailable during the weekend and when specific committee members are unavailable for other duties.
4.2. S4G shall use commercially reasonable endeavours to make the Site available 24 hours a day, seven days a week, except for:
4.2.1. planned maintenance carried out during the site maintenance; and
4.2.2. unscheduled maintenance performed due to emergencies, including but not limited to distributed denial of service attacks, general performance issues and connectivity issues, provided that S4G has used reasonable endeavours to give the Customer notice in advance.
4.3. S4G shall not be held liable for any loss due to maintenance stated in clause 4.2.1 and clause 4.2.2 above. The Customer indemnifies S4G against any loss or liability in relation to the maintenance.
4.4. S4G will, as part of the Services and at no additional cost to the Customer, provide the Customer with S4G's standard customer support services during Normal Business Hours. S4G will aim to reply within 3 business days of receiving the support request, however this is not guaranteed. S4G will reasonably endeavor to address the issue, however it cannot be guaranteed that the issue will be resolved. The Customer may purchase enhanced support services separately at S4G's then current rates by contacting speakers@b1g1.com.
5. Customer data
5.1. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2. S4G shall follow its archiving procedures for Customer Data as set out in its Privacy Policy available at https://speakersforgood.global/privacy or such other website address as may be notified to the Customer from time to time, as such document may be amended by S4G in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against S4G shall be for S4G to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by S4G. S4G shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by S4G to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable under clause 5.7).
5.3. S4G shall, in providing the Services, comply with its Privacy Policy relating to the privacy and security of the Customer Data available at https://speakersforgood.global/privacy/ or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by S4G in its sole discretion.
5.4. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
5.5. The parties acknowledge that if S4G processes any personal data on the Customer's behalf contained in Customer Data, materials or otherwise, when performing its obligations under these terms, the Customer is the data controller and S4G is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
5.6. Without prejudice to the generality of clause 5.4, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to S4G for the duration and purposes of these terms so that S4G may lawfully use, process and transfer the Personal Data in accordance with these terms on the Customer's behalf.
5.7. The Customer consents to S4G appointing Third Party Processors as a third-party processors of Personal Data under this agreement. S4G confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement substantially on that third party's standard terms of business. As between the Customer and S4G, S4G shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 5.
6. Third party providers
The Customer acknowledges that the Services may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties or Third Party Social Sites via third-party websites and that it does so solely at its own risk. S4G makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party or Third Party Social Sites website, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not S4G. S4G recommends that the Customer refers to the third party's website or Third Party Social Sites terms and conditions and privacy policy prior to using the relevant third-party website. S4G does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
7. Supplier's obligations
7.1. S4G undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to S4G's instructions, or modification or alteration of the Services by any party other than S4G or S4G's duly authorised contractors or agents, or by virtue of the content of the Customer Data. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, S4G:
7.2.1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data, including Customer Data over communications networks and facilities, and to Third Party Social Sites including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities and Third Party Social Sites.
7.3. These terms shall not prevent S4G from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms.
7.4. S4G warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms.
8. Customer's obligations
8.1. The Customer shall:
8.1.1. provide S4G with:
8.1.1.1. all necessary co-operation in relation to these terms;
8.1.1.2. all necessary access to such information as may be required by S4G; and
8.1.1.3. access to Third Party Social Sites. in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
8.1.2. without affecting its other obligations under these terms, comply with all applicable laws and regulations with respect to its activities under these terms;
8.1.3. carry out all other Customer responsibilities set out in these terms in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, S4G may adjust any agreed timetable or delivery schedule as reasonably necessary;
8.1.4. ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of these terms and shall be responsible for any Authorised User's breach of these terms;
8.1.5. obtain and shall maintain all necessary licences, consents, and permissions necessary for S4G, its contractors and agents to perform their obligations under these terms, including without limitation the Services;
8.1.6. ensure that its network and systems comply with the relevant specifications provided by S4G from time to time; and
8.1.7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to S4G's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
9. Charges and payment
9.1. The Customer shall pay the Subscription Fees to S4G for the User Subscriptions in accordance with this clause 9 and the information found in the latest document: https://www.b1g1.com/downloads/SpeakersForGood-Intro.pdf.
9.2. The Customer shall on the Effective Date or such other date as specified on the Order, provide to S4G valid, up-to-date and complete credit card details or approved purchase order information acceptable to S4G and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
9.2.1. its credit card details to S4G, the Customer hereby authorises S4G to bill such credit card using BUY1GIVE1 Pte Ltd’s payment facility:
9.2.1.1. on the Effective Date for the Subscription Fees payable in respect of the first subscription month or year (as applicable); and
9.2.1.2. subject to clause 14.1, on each monthly or yearly anniversary, as stated in the Order, of the Effective Date for the Subscription Fees payable in respect of the next period.
9.2.2. The Customer shall pay the Subscription Fees to S4G in advance of the subscription period.
9.2.3. S4G may delist the speaker from the Site until the Subscription Fees have been paid, unless S4G have agreed to a trial period or other prearrangement with the Customer.
9.3. All amounts and fees stated or referred to in these terms:
9.3.1. shall be payable in US dollars;
9.3.2. Are cancellable and yet subscriptions and payments that are already paid are non-refundable unless S4G have agreed to other arrangement with the Customer;
9.3.3. are exclusive of tax, which shall be added to S4G's invoice(s) at the appropriate rate if the Customer is a resident of Singapore.
9.4. S4G shall be entitled to increase the Subscription Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3, the support fees payable pursuant to clause 4.4 upon 30 days' prior notice to the Customer and https://www.b1g1.com/downloads/SpeakersForGood-Intro.pdf shall be deemed to have been amended accordingly. In the event that the Subscription Fees cannot be agreed the Customer is entitled to terminate in accordance with clause 14.
10. Proprietary rights
10.1. The Customer acknowledges and agrees that S4G and/or its licensors own all intellectual property rights in the Services, Software and the Documentation. Except as expressly stated herein, these terms do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
10.2 All licenses granted to the Customer in this Agreement are conditional on the Customer’s continued compliance with this Agreement, and will immediately and automatically terminate if the Customer does not comply with any term or condition of this Agreement. During and after the Subscription Term, the Customer will not assert, nor will the Customer authorize, assist, or encourage any third party to assert, against us or any of S4G’s affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services, Software or Documentation The Customer is not allowed to use S4G Marks without prior written consent from S4G.
10.3. S4G confirms that it has all the rights in relation to the Services, Software and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms.
11. Confidentiality
11.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms. A party's Confidential Information shall not be deemed to include information that:
11.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
11.1.2. was in the other party's lawful possession before the disclosure;
11.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
11.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
11.2. Subject to clause 11.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of these terms.
11.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these terms.
11.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
11.6. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute S4G's Confidential Information.
11.7. S4G acknowledges that the Customer Data is the Confidential Information of the Customer.
11.8. No party shall make, or permit any person to make, any public announcement concerning these terms without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
11.9. The above provisions of this clause 11 shall survive termination of these terms, however arising.
12. Indemnity
12.1. The Customer shall defend, indemnify and hold harmless S4G against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services, Software and/or Documentation and/or Customer Data, provided that:
12.1.1. the Customer is given prompt notice of any such claim;
12.1.2. S4G provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
12.1.3. the Customer is given sole authority to defend or settle the claim.
12.2. S4G shall defend the Customer, its officers, directors and employees against any claim that the Services, Software or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
12.2.1. S4G is given prompt notice of any such claim;
12.2.2. the Customer provides reasonable co-operation to S4G in the defence and settlement of such claim, at S4G's expense;
12.2.3. such infringement does not arise as a result of the Customers Data as set out in clause 2.5; and
12.2.4. S4G is given sole authority to defend or settle the claim.
12.3. In the defence or settlement of any claim, S4G may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
12.4. In no event shall S4G, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
12.4.1. a modification of the Services or Documentation by anyone other than S4G; or
12.4.2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by S4G; or
12.4.3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from S4G or any appropriate authority.
12.5. The foregoing and clause 13.3.2 states the Customer's sole and exclusive rights and remedies, and S4G's (including S4G's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
13. Limitation of liability
13.1. Except as expressly and specifically provided in these terms:
13.1.1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. S4G shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to S4G by the Customer in connection with the Services, or any actions taken by S4G at the Customer's direction;
13.1.2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms; and
13.1.3. the Services and the Documentation are provided to the Customer on an "as is" basis.
13.2. Nothing in these terms excludes the liability of S4G:
13.2.1. for death or personal injury caused by S4G's negligence; or
13.2.2. for fraud or fraudulent misrepresentation.
13.3. Subject to clause 13.1 and clause 13.2:
13.3.1. S4G is not responsible for any loss of revenue, including as the result of technical issues experienced related to the platform. S4G shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of revenue, profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms; and
13.3.2. S4G's total aggregate liability in contract (including in respect of the indemnity at clause 12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms shall be limited to the total Subscription Fees paid for the User Subscriptions during the 12 months immediately preceding the date on which the claim arose.
14. Term and termination
14.1. This Agreement shall start on the Effective Date and will subsist until terminated under the provisions of the Agreement.
14.2 Either party can terminate with immediate effect for any reason at any time. Any Subscription Fees paid for Services after the date of termination shall be credited to the Customer’s account. No refund will be available.
14.3. On termination of these terms for any reason:
14.3.1. all licences granted under these terms shall immediately terminate and the Customer shall immediately cease all use of the Services, Software and/or the Documentation;
14.3.2. each party shall return and make no further use of any equipment, property, Documentation, Software and other items (and all copies of them) belonging to the other party, excluding Customer Data that has been posted to Third Party Social Sites;
14.3.3. S4G may destroy or otherwise dispose of any of the Customer Data in its possession in accordance with clause 5.7.3, unless S4G receives, no later than ten days after the effective date of the termination of these terms, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. S4G shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by S4G in returning or disposing of Customer Data; and
14.3.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
15. Force majeure
S4G shall have no liability to the Customer under these terms if it is prevented from or delayed in performing its obligations under these terms, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of S4G or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
16. Variation
No variation of these terms shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. 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.
18. Rights and remedies
Except as expressly provided in these terms, the rights and remedies provided under these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
19. Severance
19.1. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms.
19.2. If any provision or part-provision of these terms is deemed deleted under clause 19.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
20. Entire agreement
20.1. These terms constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
20.2. Each party acknowledges that in entering into these terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
20.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
20.4. Nothing in this clause shall limit or exclude any liability for fraud.
21. Assignment
21.1. The Customer shall not, without the prior written consent of S4G, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
21.2. S4G may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these terms.
22. No partnership or agency
Nothing in these terms is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
23. Notices
Any notice or other information required or authorised by this Agreement to be given by either party to the other shall be given by e-mail or comparable means of communication and shall be deemed to have been duly sent on the date of transmission.
24. Governing law
These terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore.
Last updated on 1 May 2020