This Custos Subscription Agreement (“Agreement”) is between Custos and the customer (individual or entity described in an Order Form) (“you” or “your”) that has purchased a subscription to the Custos Platform (the “Platform”).

 

“Custos” means CUSTOS TECHNOLOGIES PTE. LTD., UEN202216275E, incorporated in the Republic of Singapore.

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This Agreement sets out the terms to which you agree to be bound when using the Platform. Additional terms and conditions also may apply to specific portions, services, or features made available on or through the Platform. All such additional terms and conditions are hereby incorporated by this reference into this Agreement. In the event of a conflict between any such terms and conditions and this Agreement, such other terms and conditions shall prevail.

“Order Form” means any Custos order form which references this Agreement and each such Order Form shall be deemed a part of this Agreement.

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“Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to the Platform or (b) the effective date of the first Order Form referencing this Agreement.

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1. CUSTOS PLATFORM

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1.1 Provision of Platform. The Custos Platform is a hosted service permitting you to access Custos platform products, as such products may be modified or updated from time to time. Provision of the Platform to you involves the ongoing operation, support and improvement of the Platform for all users. The Platform is described more fully in the then-current version of any official documentation provided by Custos to you at documentation.

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1.2 Access to Platform. Subject to the terms and conditions of the Agreement, Custos grants to you a non-exclusive, non-transferable, non-sublicensable (except as permitted in any Order Form or this Agreement), worldwide right during the applicable Subscription Term to access and use the Platform solely for your business purposes. You will use reasonable efforts to prevent any unauthorized access to or use of Platform and the Documentation, and will promptly notify Custos in writing of any unauthorized access or use of which you become aware and provide all reasonable cooperation to prevent or terminate such access or use.

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1.3 Reservation of Rights

Custos reserves any and all rights not expressly granted under this Agreement. 

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2. CUSTOMER DATA AND YOUR OBLIGATIONS

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2.1 Customer Data. “Customer Data” means any business information or other data which you input, or provide to Custos for inputting, into Custos Platform.

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2.2 Your Obligations (a) General. You represent and warrant to Custos that (i) you have sufficient rights in the Customer Data to authorize Custos to process, distribute and display the Customer Data as contemplated by this Agreement and the Documentation, (ii) the Customer Data and its use hereunder will not violate or infringe the rights of any third party, and (iii) your use of Custos Platform and all Customer Data is at all times compliant with your privacy policies and all applicable laws and regulations including without limitation those related to data privacy, international communications and the exportation of technical or personal data.

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2.3 Rights in Customer Data. As between the parties, you shall retain all right, title and interest (including any and all intellectual property rights) in and to your Customer Data as published on the Platform. Subject to the terms of this Agreement, you hereby grant to Custos a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, and distribute, perform and display (including publicly), modify and create derivative works of the Customer Data solely to the extent necessary to provide Custos Platform in accordance with this Agreement and the Documentation.

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2.4 Storage of Customer Data. Custos does not provide an archiving service. Custos agrees it shall not intentionally delete any Customer Data from the Platform prior to termination or expiration of your applicable Subscription Term. Custos expressly disclaims any other obligations regarding Customer Data storage.

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2.5 Accurate and Complete Data. You are solely responsible for the accuracy and content of all Customer Data. By using our service, you agree to provide accurate and complete information, and to update as necessary to ensure that it remains accurate and complete. If we suspect that any information provided by you is false or misleading, we reserve the right to delete or not consider such information.

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3. SUBSCRIPTION TERM AND FEES

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The Subscription Term and Fees shall be as set out in an Order Form. Fees shall be paid within thirty (30) days from the date of invoice. All fees are non-refundable once paid. Unless timely provided with a valid certificate of exemption or other evidence that items are not taxable, Custos will invoice you for all applicable taxes including, but not limited to, VAT, GST, sales tax, consumption tax and service tax. If any withholding tax is required by applicable law to be paid by you in relation to payments due to Custos, you will provide Custos with official receipts and/or certificates from the appropriate tax authorities evidencing that any applicable taxes have been paid.

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4. TERMINATION

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Custos may terminate your access to the Platform if you breach any terms of this Agreement or applicable laws. Upon any such termination you will cease usage of the Platform and you will have no further rights with regards to the Platform.

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5. LIMITED WARRANTY

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Custos warrants that the Platform will operate as per the applicable Documentation. Custos’s sole liability and your sole remedy for any breach of this warranty shall be for Custos to use commercially reasonable efforts to correct the reported issue or if a remedy is impracticable, the Subscription Term will be terminated and you will receive a refund of any payments made for any remaining unused term. There are no other warranties.

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6. INDEMNITIES AND LIMITATION OF LIABILITY

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6.1 You shall indemnify, defend and hold harmless Custos and its officers, directors, employees, agents, and affiliates from and against any liabilities, costs, fees and/or damages (including attorney fees) that arise out of any claim for damages resulting from (a) any material inaccuracy or breach of the representations or warranties made by you in this Agreement, (b) any material breach of a covenant made by you in this Agreement, and/or (c) any material failure to perform, or any material failure to comply with, your obligations according to this Agreement.

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6.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE AGGREGATE DAMAGES THAT MAY BE RECOVERED BY YOU IN CONNECTION WITH THIS AGREEMENT MAY NOT EXCEED $100 (Singapore dollar).

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6.3 NEITHER PARTY, NOR ANY OF ITS OR THEIR AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MEMBERS OR MANAGERS, MAY BE HELD LIABLE TO THE OTHER, NOR TO ANY OTHER PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE).

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7. GENERAL

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7.1 This Agreement, constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous documents, negotiations, and drafts of such Parties with respect to such subject matter, whether written or verbal.

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7.2 Custos reserves the right, at its sole discretion, to modify or replace any of the provisions set forth in this Agreement at any time. It is your responsibility to check the Agreement periodically for changes. Your continued use of the Platform following the posting of any changes to the Agreement constitutes acceptance of and agreement to those changes.

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7.3 The failure of Custos to insist upon the performance of any of the terms or conditions contained in this Agreement and/or to exercise any right hereunder, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.

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7.4 You may not assign this Agreement, in whole or in part, by operation of Law or otherwise, without Custos’s prior written consent. Any attempt to do so shall be deemed null and void and of no legal force or effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties’ successors and permitted assigns.

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7.5 Neither Party may be held liable for its failure to perform hereunder, or for any loss or damage, due to causes beyond its reasonable control, including governmental requirements, inability to obtain required export licenses, work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements, inability to secure equipment, raw materials, or transport or similar occurrences.

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7.6 This Agreement and any action related hereto will be governed by the laws of Singapore and referred to the Courts in Singapore.

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7.7 You may not use the Platform in violation of any export control or sanctions laws of the United States or any other applicable jurisdiction.

 

8. DATA PROTECTION NOTICE 

 

8.1. As used in this Notice:

“person” means an individual who (a) has contacted us through any means to find out more about any goods or services we provide, or (b) may enter or has entered into a contract with us for the supply of any products or services by us, or (c) has registered for a course with us; and 

 

“personal data” means data, whether true or not, about an individual who can be identified: (a) from that data; or (b) from that data and other information to which we have or are likely to have access.

 

8.2.The types of personal data we may collect from you are generally as follows:

a. Basic personal information : Name, Mobile number, email address

b. Special categories of personal information: audio-visual information and health or medical history;

c. Customer service data: personal data received from partners in respect of employees, agent or other individuals affiliated with Custos known to our partners, invoicing details and payment history, and other feedback from our partners; and 

d. Marketing data: data (including photographs and video recordings) about our beneficiaries, and individual participation in our activities and events.

 

8.3. Other terms used in this Notice shall have the meanings given to them in the Singapore Personal Data Protection Act (where the context so permits). 

 

COLLECTION, USE AND DISCLOSURE OF PERSONAL DATA

 

8.4. We would only collect data (a) that has been provided to us voluntarily by you or via a third party who has been duly authorized by you to disclose your personal data to us (your “authorized representative”) after (i) you (or your authorized representative) have been notified of the purposes for which the data is collected, and (ii) you (or your authorized representative) have provided written consent to the collection and usage of your personal data for those purposes, or (b) where collection and use of personal data without consent is permitted or required by the PDPA or other laws. We shall seek your consent before collecting any additional personal data and before using your personal data for a purpose which has not been notified to you (except where permitted or authorized by law).

 

8.5 These personal data may be furnished to us in forms filled out by you, face to face meetings, email messages, telephone conversations or through our website(s). We may also keep a record of any contact you have with us. These data would be collected only for business purposes or for the purpose(s) stated by us when we gather the personal data from you.

 

8.6 The personal data collected may be used for any or all of the following purposes:

1. performing obligations in the course of or in connection with our provision of the goods and/or services requested by you;

2. as part of our business operations;

3. for billing and reporting, such as for invoicing and account management purposes;

4. for follow-up action regarding any complaints, feedback, queries or requests received via our website or any other communication channels; 

5. managing your relationship with us; 

6. sending you marketing information about our goods or services; 

7. complying with any applicable laws, regulations, codes of practice, guidelines, or rules, or assisting in law enforcement and investigations conducted by any governmental and/or regulatory authority; and

8. transmitting to any unaffiliated third parties including our third-party service providers and agents, and relevant governmental and/or regulatory authorities, whether in Singapore or abroad, for the aforementioned purposes.

 

8.7 We may disclose your personal data:

1. with your consent, where such disclosure is required for performing obligations in the course of or in connection with our provision of the goods or services requested by you;

2. to comply with any applicable laws, regulations, codes of practice, guidelines, rules or requests by public agencies, or to assist in law enforcement and investigations; 

3. with your consent, to third party service providers, agents and other organizations we have engaged to perform any of the functions listed in Paragraph 6 above for us. Any third parties engaged by us will be contractually bound to keep all personal data confidential; or

4. any other party to whom you authorized us to disclose your personal data to, or where necessary, to undertake any action requested by you.

 

8.8 If you choose not to provide us with your personal data for the purposes listed in paragraphs 8.6 and 8.7, you may submit a request in writing or via email to our Data Protection Officer at the contact details provided below or indicate in the personal data collection form submitted to us (if any). Whilst we respect your decision, please note that depending on the nature and extent of your request, we may not be in a position to continue our relationship with you (as the case may be). We shall, in such circumstances, notify you before continuing to process your request. Should we not be able to respond to your request within thirty (30) days after receiving your request, we will inform you in writing within thirty (30) days of the time by which we will be able to respond to your request. If we are unable to carry out your request, we shall generally inform you of the reasons why we are unable to do so (except where we are not required to do so under the PDPA).

 

8.9 The purposes listed in Paragraph 6 may continue to apply even in situations where your relationship with us (for example, pursuant to a contract) has been terminated or altered in any way, for a reasonable period thereafter (including, where applicable, a period to enable us to enforce our rights under any contract with you).

 

WITHDRAWAL OF CONSENT

 

8.10. The consent that you provide for the collection, use and disclosure of your personal data will remain valid until such time it is withdrawn by you in writing. You may withdraw your consent and request us to stop using and/or disclosing your personal data for any or all of the purposes listed above by submitting your request in writing or via email to our Data Protection Officer. If you are unable to submit your request in writing or if you require any assistance with the submission of your request, you can ask to speak to or meet with our Data Protection Officer.

 

8.11. Upon receipt of your written request to withdraw your consent, we may require reasonable time (depending on the complexity of the request and its impact on our relationship with you) for your request to be processed and for us to notify you of the consequences of us acceding to the same, including any legal consequences which may affect your rights and liabilities to us. In general, we shall seek to process your request within ten (10) business days of receiving. Should we require more time to give effect to a withdrawal notice, we will inform you of the time frame by which the withdrawal of consent will take effect.

 

8.12. Whilst we respect your decision to withdraw your consent, please note that depending on the nature and scope of your request, we may not be in a position to continue providing our goods or services to you and we shall, in such circumstances, notify you before completing the processing of your request. Should you decide to cancel your withdrawal of consent, please inform us in writing in the manner described in paragraph 8.10 above.

 

8.13. Please note that withdrawing consent does not affect our right to continue to collect, use and disclose personal data where such collection, use and disclosure without consent is permitted or required under applicable laws.

 

ACCESS TO AND CORRECTION OF PERSONAL DATA

 

8.14. If you wish to make (a) an access request for access to a copy of the personal data which we hold about you or information about the ways in which we use or disclose your personal data, or (b) a correction request to correct or update any of your personal data which we hold about you, you may submit your request in writing or via email to our Data Protection Officer at the contact details provided below. If you require assistance with the submission of your request, you can ask to speak to or meet with our Data Protection Officer.

 

8.15. Before we accede to your access or correction request, we may need to verify your identity by checking identification document, and the legitimacy of your request.

 

8.16. We will respond to your request as soon as reasonably possible. Should we not be able to respond to your request within thirty (30) days after receiving your request in writing (including both electronic and non-electronic methods), we will inform you in writing within thirty (30) days of the time by which we will be able to respond to your request. If we are unable to provide you with any personal data or to make a correction requested by you, we shall generally inform you of the reasons why we are unable to do so (except where we are not required to do so under the PDPA).

 

8.17. If your request relates to personal data which we are processing on behalf of another organization, we will instead forward your request to the relevant organization for their necessary action.

 

8.18. Please note that a reasonable fee may be charged for an access request. If so, we will inform you of the fee before processing your request.

 

PROTECTION OF PERSONAL DATA

 

8.19. To safeguard your personal data from unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks, we have introduced appropriate administrative, physical and technical measures such as up-to-date antivirus protection, encryption and the use of privacy filters to secure all storage and transmission of personal data by us, and disclosing personal data both internally and to authorized third parties and agents only on a need-to-know basis. 

 

8.20. When we disclose your personal data to third parties in line with the purposes mentioned in paragraph 8.7, we will ensure that they provide sufficient guarantees to us to have implemented the necessary security measures to protect your personal data.

 

8.21. However, no method of transmission over the Internet or method of electronic storage is completely secure. While security cannot be guaranteed, we strive to protect the security of your personal data and are constantly reviewing and enhancing our information security measures.

 

ACCURACY OF PERSONAL DATA

 

8.22. We will take reasonable steps to ensure that the personal data we collect about you is accurate, complete, not misleading and kept up-to-date.

 

8.23. We generally rely on personal data provided by you (or your authorized representative). In order to ensure that your personal data is current, complete and accurate, please update us if there are changes to your personal data by informing our Data Protection Officer at the contact details provided below.

 

RETENTION OF PERSONAL DATA

 

8.24. We may retain your personal data for as long as it is necessary to fulfill the purpose(s) for which it was collected, or as required or permitted by applicable laws.

 

8.25. We will cease to retain your personal data, or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which the personal data was collected, and is no longer necessary for legal or business purposes.

 

8.26. We dispose of or destroy such documents containing your personal data in a secure manner when the retention limit is reached, and it is reasonable to assume that the permitted purpose is no longer being served by their retention.

 

8.27. The records will be kept for 3 years the employee resigned or upon termination of the contract. It will be disposed of in a secure manner immediately after the said retention period.

 

CROSS-BORDER TRANSFERS OF PERSONAL DATA

 

8.28. Unless for business-related needs, we generally do not transfer your personal data to other jurisdictions. However, if we do so, we will obtain your consent for the transfer to be made and we will take steps to ensure that your personal data continues to receive a standard of protection that is at least comparable to that provided under the applicable personal data protection laws and regulations.

 

DATA PROTECTION OFFICER

 

8.29. You may contact our Data Protection Officer at dpo@custoscarbon.com, or write in to us at 57, Jalan Salang, Sembawang Springs Estate Singapore 769533 if you have any enquiry, feedback or complaint regarding our personal data protection policies and procedures, if you wish to make any request, or if you believe that information we hold about you is incorrect or out-dated.

 

MODIFICATION

 

8.30. This Notice applies in conjunction with any other notices, contractual clauses and consent clauses that apply in relation to the collection, use and disclosure of your personal data by us.

 

8.31. We may revise this Notice at any time without any prior notice. Your continued use of our services and/or products constitutes your acknowledgement and acceptance of such changes. 

 

 

DECLARATION

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By continuing, you accept the following declaration:

1. I declare that I have communicated the above Term of Use to the employee and that the employee has given the consent to the collection, use and disclosure of the employee’s personal data by Custos for the purposes set out in the above Notice. 

 

1. I warrant that all personal data provided by me on behalf of the employee is accurate and complete and that I have obtained the prior consent of the employee and/or any other third parties for Custos to collect, use and disclose their personal data for all purposes relevant in the context of this Term of Use.