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Terms of Use

Terms of Use

Last published on: 21 February 2023
 

Smarten Spaces offers a Software-as-a-Service consisting of tools, features and resources to assist the Customer in managing its hybrid workplace through a web-based application software (“Software”) and the mobile application and dashboard (“App”) through which the Services are provided (and all upgrades, updates and enhancements thereto) and such content, services, features and functionalities as we may offer in connection therewith from time to time.) Smarten Spaces is the owner and operator of the App and all proprietary services offered in relation to the App.
 

These Terms of Use (“Terms”) set out the terms and govern the Customer’s subscription and use of the Services (defined below) provided by Smarten Spaces Pte Ltd and/or its subsidiaries, affiliates and related companies (“Smarten Spaces”).These Terms govern any previously executed and active Order or such other documents which may have been entered into by the Customer. These Terms, and where applicable, the Customer Order Form, a Purchase Order , Statement of Work and/or any other supplemental document (collectively “Supplemental Material”) and the incorporated terms therein shall form the entire agreement and complete understanding between Smarten Spaces and Customer on the subject matter (“Agreement”).
 

Country-specific provisions may apply in relation to the Services which may supplement, replace or vary the Terms.
 

Smarten Spaces may amend these Terms from time to time and you (defined below) agree to be bound by the revised Terms as and when they are amended. It is your sole responsibility to read the Terms regularly. By continuing to use the Services, you indicate that the Customer agrees to be bound by the Terms. You are encouraged to revisit the Terms regularly.
 

1. DEFINITIONS

1.1 For the purposes of these Terms, the term “Services” shall mean (a) the Software; (b) the App; (c) where applicable, the Professional Services; and (d) all other software, products and features which are provided (and all upgrades, updates and enhancements thereto) and such content, services, features and functions as Smarten Spaces may offer in connection therewith from time to time.
1.2 Smarten Spaces has three different types of users depending on the Services and/or products used:
(a) “Online Customer” has the meaning as ascribed to it in Clause 3.1;
(b) “Offline Customer” has the meaning as ascribed to it in Clause 3.2;
(c) “Visitor” shall mean any person who is using, visiting or browsing the Website.
1.3 Smarten Spaces refers to these three types of users collectively as “you” for purposes of these Terms. Regardless of what type of user you are, these Terms create a legal agreement directly between you and Smarten Spaces and explain the rules governing use of the Services and Websites.
1.4 The term “Customer” shall collectively refer to the Online Customer (defined below) and Offline Customer (defined below) who purchase the Services through any other verified means as authorised by Smarten Spaces (“Order”);
1.5 The term “End User” shall mean any person who has been invited, offered and/or granted access by Customer, or through their connection to Customer, to use the Services. The Customer shall be solely responsible for procuring and ensuring the compliance of all End Users with these Terms.

 

2. DESCRIPTION OF SERVICES

2.1 The Services offered by Smarten Spaces include:
Jumpree Pro – Hybrid Workplace Technology Platform
A hybrid workplace platform which offers Customers the tools to manage their hybrid workplace platform, complete with its range of features, to save space costs, enable hybrid work and enhance productivity and collaborative employee experience. Features include but are not limited to:
• Desk Booking and Amenities Booking: Book desks, and amenities like parking, lockers and other personal spaces. A seamless booking solution which creates easy check-ins and navigation. This solution also allows users to find their colleagues’ desks and book a desk near them.
• Meeting Room and Collaborative Space Booking: Enable hybrid meetings and easily book and locate rooms. This module comes pre-integrated with various collaboration tools.
• Book any Space: Book any personal or collaborative space from desk to meeting rooms to parking and lockers.
• Work Status: Users have the ability to choose their own work status – e.g. Office / Home / On Leave. Users will also be able to see the work status of their colleagues.
• Visitor Management Solution (VMS): Manage both pre-invited and walk-in visitors efficiently in a digitised manner.
• Service Requests: Users can report an incident by selecting a request from different categories. This module also has Service Level Agreements and an escalation matrix.
• FAQs – The FAQs feature allows Customers to address commonly asked questions from their end users.
• Emergency – This feature allows emergency numbers to be categorised and contacted via call and SMS during an emergency by just tapping the call button.
• Polls – Create customized polls and capture the individual responses in real-time.
• Events – Provide event information to users and allow them to register.
• Offers – Create exclusive offers from top brands and voucher codes for users to use.
• Posts – Create a new post by composing one and attaching relevant images to post, view all the feeds that have been posted by others, and like and/or comment on someone else’s post.
 

2.2 Service Offering

Smarten Spaces reserve the right to change any feature, component, content or offering of the Services at any time, for any reason, and Smarten Spaces do not guarantee that any specific content, component and/or feature will always be available on or through the Services.

2.3 Smarten Marketplace and Partners

Smarten Marketplace is a digital network to foster connections with partners and solution providers worldwide. Smarten Spaces works with its authorised partners (“Partner”) in a number of ways including to offer its Products to customers globally. A Customer may choose to purchase our Products through a Partner. Customer acknowledges and agrees that when they purchase our Products through a Partner, they agree to the Partner’s terms of use and legal policies. Save to the extent provided under these Terms of Use, Smarten Spaces has no control over, and are not responsible for Products purchased or obtained through the Partner and/or through a Partner at its website(s) or any platform operated by the Partner (“Partner Site”) or for any damage which may be incurred from using or accessing the Partner Site (including any virus, spyware, malware, worms, errors or damaging material contained in the Partner Site) or the availability, accuracy or reliability of any of the Partner Site.

 

3. CUSTOMER ACCOUNT

3.1 Online Customers
Customers may purchase the Services directly through our Website (“Online Customer”) by signing up and registering for an account with Smarten Spaces (“Account”). Online Customer can create an Account by registering directly with Smarten Spaces with a business email address. An individual shall be able to sign up for an Account on behalf of their Company, and may be able to designate and authorise different individuals to use the Account with different levels of access. Smarten Spaces shall be entitled, in the exercise of its sole discretion, to refuse any application for an Account, and/or to change the eligibility criteria at any time. Online Customers shall be prompted to use a unique email login and create a unique password (“Login Credentials”) under their Account.

3.2 Offline Customers

Customers may purchase the Services offline through our Smarten Spaces Sales Team to access and use the Services (“Offline Customers”). Smarten Spaces shall set up the Account on behalf of the Offline Customer and shall provide Login Credentials for that Account on such date as agreed to between Offline Customer and Smarten Spaces. It is the Offline Customer’s responsibility to provide accurate and complete information and keep the Account information updated.

3.3 Safeguarding Login Credentials

Customers shall be responsible for safeguarding the Login Credentials and keeping them confidential, and shall be solely and fully liable for any disclosure or unauthorised use thereof. Customer must not share the Login Credentials with anyone else or allow anyone else to access or use the Service using these Login Credentials. Any use of and/or access to the Service referable to these Login Credentials shall be deemed to be use of and/or access to the Service by Customer.

Smarten Spaces shall have no responsibility or liability for any loss, damage, cost, expenses, or liabilities arising as a result of or in connection with the unauthorised, wrongful or fraudulent use of Customer’s Account. If Customer is or becomes aware of any actual or suspected unauthorised use(s) of their Account, or unauthorised disclosure of their Login Credentials, of if Customer’s password is lost or stolen, please notify Smarten Spaces immediately and change the password as soon as practicable.

When Customers sign up for an Account, Customers may be asked to provide us with certain information (including personal data, which will be collected, used and stored in accordance with the Smarten Spaces Privacy Policy available at: https://smartenspaces.com/privacy-policy/. Customer represents that all the information they provide to Smarten Spaces on registration or at any time is:
(a) true, accurate, current and complete, and that Customer shall promptly update such information on the Account to ensure that it remains so at all times; and
(b) owned by Customer, and/or that Customer has the right to use and disclose the same, or allow Smarten Spaces to do so in accordance with the Privacy Policy.

 

4. LICENSE / RIGHT TO USE THE SERVICES

4.1 Licence to Use. Smarten Spaces grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely to: (a) to the extent required for the business of the Customer (b) to provide a tool of communication and Services between Customer and End Users for a limited period of time (the “License ”), and (c) to download and use the App, on a mobile, desktop, laptop, tablet device and/or other relevant devices that you own or control (“Device”) subject to these Terms.
4.2 The Customer acknowledges and understands that the Services may allow End Users to create and submit information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the End User Terms of Use which can be found at: https://smartenspaces.com/end-user-terms-of-use.
4.3 Use Restrictions. You agree not to:
(a) copy, reproduce, modify, adapt, translate, publish, display, distribute, transfer, sell, lease, sub-license, make available or otherwise exploit or use for any commercial or other purposes, the Services and/or Website (or any content therein);
(b) use the Services and/or Website to import or copy any local files you do not have the legal right to import or copy in this manner;
(c) disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services, or otherwise attempt to discover Smarten Spaces’ source codes and algorithms, except to the extent that applicable law expressly permits despite this limitation;
(d) do anything that would disrupt, alter, destroy, impair, interfere with, overburden or limit the functionality, operation or security of the Services and/or Website, or interfere with another user’s use and enjoyment thereof, including by hacking into the Services and/or Website, or transmitting any virus or malicious code or sending mass unsolicited messages or ‘flooding’ servers;
(e) probe, scan or test or attempt to probe, scan or test the vulnerability of the Services or any system or network, or breach or circumvent any security or authentication measures or other protection measures applicable to the Services and/or Website (or any content therein);
(f) use any linking, deep-linking, mirroring, framing, crawling, page-scraping technology or other automated means, including bots, robots, spiders, scripts or other similar processes or technology, to access, allow access to, copy, distribute, display, monitor or enable the mass download, collection or extraction of data from the Services and/or Website;
(g) alter, remove or destroy any copyright, trade mark or other proprietary markings or notices on or provided through the Services or on any data files, information, applications, text, audio, image or other files or materials produced, generated or displayed in the Services and/or Website; and/or
(h) engage in any fraudulent, unlawful or illegal activity.

4.4 Further Use Restrictions and User Content Standards. Customers agree:
(a) Where Customer has opted for the ‘Community Posts’ feature as part of the Services, Customer acknowledges that Smarten Spaces shall not be obligated to monitor any Community Posts. Smarten Spaces may stop, or suspend the access and availability of Community Posts at any time. Customer shall use the Services and Website for lawful purposes only and comply with all applicable laws and regulations;
(b) to provide authentic and true information in all instances where any information is requested of Customer. If at any time, the information provided by Customer is found to be false or inaccurate (wholly or partly), Smarten Spaces reserve the right to suspend or terminate Customer’s access to the Services in the future without any prior intimation whatsoever;
(c) not to sub-license Customer’s right, or allow any unauthorised person, to access and use the Services;
(d) not to, and shall procure that the End Users shall not, frame or otherwise re-publish or re-distribute the Services;
(e) not to, and shall procure that the End Users will not, alter, adapt or edit the Software or otherwise access or attempt to access the object code or source code of the Software, the App or any software used to provide the Support Services;
(f) that while using the Services, Customer will not, and shall procure that the End Users will not, post, upload, publish, transmit or share any User Content that:
(i) belongs to another person or of other people’s private or personal information without their express consent;
(ii) any unlawful or fraudulent activities;
(iii) activities or behaviour that are deceptive, fraudulent, illegal, obscene, pornographic, defamatory, libelous or threatening, constituting hate speech, harassment or stalking;
(iv) infringes any patent, trademark, copyright or other proprietary rights;
(v) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(vi) impersonates another person or misrepresents an affiliation to a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
(vii) unsolicited communications, promotions advertisements, or spam; or
(viii) advertises or promotes products or services without authorization.

4.5 Where any Customer and/or End User has breached any provision under Clause 4, in addition to any other remedies that may be available to Smarten Spaces, Smarten Spaces will take such steps and to take any remedial action as it deems necessary, to remove or disable access to such information including suspending or terminating Customer’s Account and/or any End User’s access to the Services at Smarten Spaces’ sole discretion and without notice to Customer and/or End User.
4.6 Smarten Spaces shall not be liable in any way if any User Content violates any applicable laws, the Customer’s internal policies, the confidentiality of any Customer data or information or causes any disrepute to the Customer.

 

5. ORDER AND PURCHASE ORDER

5.1 Online Customers shall be able to place an Order directly through the Website or through a Partner Site.

5.2 Offline Customers shall submit an Order, Customer agrees to purchase the Services indicated in the Order in accordance with the Terms. Where a Customer has purchased Services pursuant to a Statement of Work, and where the Customer requires the issuance of a of Purchase Order (“PO”) to Smarten Spaces, the PO shall:
(a) be issued by the Customer or its authorised representative;
(b) specify the Services being ordered;
(c) specify the price of the Services being ordered, calculated on the basis of the Fees specified in the Order and/or Statement of Work;
(d) specify the GST payable; and
(e) be issued no later than seven (7) days of signing the Order, failing which, Customer acknowledges that Smarten Spaces shall not be liable for any delays in timelines.
5.3 Any delay in the issuance of a Purchase Order, shall not prevent or delay Smarten Spaces from raising an invoice as in accordance with the Statement of Work.

 

6. PAYMENT AND FEES

6.1 Fee Schedule. Customer shall pay the fee for the Services as indicated in the applicable Order (“Fees”), in accordance with these Terms, the payment terms, commercial terms and any such supplemental terms and conditions as indicated therein. All Fees imposed by us or our Partners for the use of the Services (“Fees”) shall be paid by the Customer in a timely manner. Fees and billing and payment terms are subject to change at any time, and Smarten Spaces (or its Partners) reserves the right to charge additional fees, details of which will be posted on the Website and/or Partner Site. Customer authorises us and if applicable, our Partners to charge all Fees payable by Customer, whenever due, to the billing details and preferred payment option Customer has on record with Smarten Spaces or our Partners (or the Payment Gateway) under Customer’s Account, and Customer shall ensure that there are sufficient funds for such charges. Smarten Spaces may suspend or terminate your Account if the applicable Fees cannot be charged to the Account.
6.2 No Cancellations and No Refund. Except as otherwise provided for hereunder, Services are strictly not cancellable and all Fees paid to Smarten Spaces are not refundable to Customer for any reason whatsoever (including if Customer Account is suspended or terminated prior to the end of your Subscription Period, or in the event of a change in the content or features of the Services or in the Terms).
6.3 Payment Gateway. The Website works with third party payment processors and payment gateway service provider(s) (“Payment Gateway”) to enable online payments. Smarten Spaces only accepts payment methods which are accepted by the Payment Gateway (including MasterCard and Visa credit/debit cards), which are subject to change without notice to the Customer. Customer acknowledges that Customer’s use of the Payment Gateway is governed by their terms and conditions, such as may be introduced or amended by them from time to time. Smarten Spaces shall not be liable for any loss or damage for any transaction processed via the Payment Gateway (including any errant or invalid transactions, or unprocessed transactions due to a network communication error, or any other reason). Customer agrees that Smarten Spaces shall not be responsible for missed payments, fraud, unavailability or hacking of the Payment Gateway’s systems or services or any other issues related to payments.
6.4 Customer shall pay all applicable taxes including GST, VAT, withholding taxes or such other taxes required by applicable law. These withholding taxes shall be made in addition to the Fees owed by Customer to Smarten Spaces and shall be borne solely by the Customer.
6.5 For Offline Customers, invoices issued by Smarten Spaces shall be payable by the Customer within thirty (30) days from the date of the applicable invoice. Any delay in payment of invoices shall be subject to a penalty fee of USD100 per invoice and accrue interest at the rate of one percent (1%) per month from the due date until date of receipt of payment by Customer.

 

7. CUSTOMER ACCOUNT

7.1 To access and use the Services, Smarten Spaces will set up an account (“Account”) for Customer, by providing login details for that Account on an agreed date. It is Customer’s responsibility to provide accurate and complete information and keep the Account information updated.

7.2 The Customer shall be solely responsible for the activity that occurs on Customer’s Account. You must keep Customer’s login details, including all passwords and credentials confidential. You must use all reasonable endeavours to ensure that no unauthorised person accesses the Services or uses Customer’s Account. You must immediately inform Smarten Spaces if there are indications or if Customer reasonably suspect that any third party is using Customer’s Account. Smarten Spaces will not be liable for Your losses caused by an authorised use of Customer’s Account and You shall be solely liable for losses due to such unauthorised used.

 

8. ONLINE CUSTOMERS – SUBSCRIPTION

8.1 Online Subscription Plans. Smarten Spaces offers different types of subscription plans for Online Customers to access and use the Services, the pricing and details of which are specified on the Website (“Subscription Plans”) and Partner Sites. Online Customer agrees that depending on the Subscription Plan which is selected, the services, privileges, content and features made available to Online Customer through the Services, and the subscription fees for the use of the same (“Subscription Fees”), will differ. Smarten Spaces reserve the right to make changes to any Subscription Plan, or to add a new or remove an existing Subscription Plan in the exercise of its sole discretion, without liability to Online Customers. To view specific details of the Subscription and the end date of the Subscription Period, please refer to the Account.
8.2 Additional Policies. Additional policies, guidelines, terms and conditions may apply depending on which Subscription Plan the Online Customer selects, and all such terms shall be deemed to be incorporated in these Terms.
8.3 Subscription Fees. Upon the purchase of a Subscription Plan, Online Customer will be billed in advance for all Subscription Fees payable for the entire subscription period (“Subscription Period”). Subscription Fees may change upon the renewal of the subscription (“Subscription”). Smarten Spaces will notify Online Customer of any changes to the Subscription Fees in advance. If Online Customer does not agree to the changes in the Subscription Fees, Online Customer must cancel their Subscription in accordance with Clause 8.5 prior to the renewal of the Subscription. Online Customer is responsible for all charges incurred up to the time the Account is deactivated or terminated.
8.4 Subscription Renewal. At the end of the Online Customer’s current Subscription Period, unless Online Customer has cancelled their Subscription in accordance with Clause 7.5, the Subscription will automatically renew for a subscription period equal to Online Customer’s prior Subscription Period, and the applicable Subscription Fees will be billed to Online Customer based on the billing details and preferred payment option the Online Customer has on record with Smarten Spaces or the Payment Gateway under the Online Customer’s Account. If Subscription Fees for the upcoming renewal Subscription Period are not paid before the end of Online Customer’s current Subscription Period (for example, where payment method is declined, billing details are wrong, or if Smarten Spaces is otherwise unable to successfully charge Online Customer’s payment method to renew the Subscription), Online Customer agrees that Online Customer may not be able to renew or upgrade the Subscription, Smarten Spaces may cancel the Subscription or Smarten Spaces may allow the Subscription to lapse, as a result of which Online Customer may lose access to all or certain features of the Services.
8.5 Subscription Cancellation. To cancel your Subscription, Online Customer may do so at any time during the Subscription Period, by following the applicable instructions on the Website (as applicable). Online Customer acknowledges that uninstalling or removing the App will not end a Subscription, and that a Subscription must be cancelled in accordance with these instructions. Upon cancelling of a Subscription, the cancellation will take effect the day following the last day of its current Subscription Period provided a Subscription is cancelled before the end of the current Subscription Period, failing which the cancellation shall only take effect the day following the last day of the next Subscription Period. Thereafter, Online Customer will no longer be able to gain access to the Services. Online Customer acknowledges and agree that even after cancelling a Subscription, some data/information may still be stored in the Account. Subscriptions which have already been paid for cannot be terminated before the end of the Subscription Period.

 

9. TRIALS

9.1 Smarten Spaces and its Partners may from time to time, offer trials of the Services. Customers who register for a trial of the Service (“Trial”) shall be offered the Services (or parts thereof) on a trial basis either free of charge or at a reduced rate for a specified period (“Trial Period”), if not earlier terminated at the sole discretion of Smarten Spaces or Partner, as the case may be. Trials may be subject to additional terms and conditions. For Trials offered through the Partner, Customer acknowledges that separate and additional terms may apply between the Partner and Customer, and Smarten Spaces disclaims all liability in relation to the same.
9.2 Smarten Spaces reserves the right to determine the eligibility for a Trial, and in its sole discretion, refuse or reject the registration for a Trial subject to applicable laws.
9.3 While billing information may not need to be provided in order to sign up for such Trials which may be offered free of charge, billing information may be provided at any point during the Trial Period. Customers shall not be charged until the Trial Period ends. Unless you provide billing information and paid Subscription Fees for the Subscription Plan subscribed before the end of the Trial Period, Customers may lose access to certain features of the Services and data relating to the use of the Services during the Trial Period.
9.4 At the end of the Trial Period, Customer acknowledges and agrees that Smarten Spaces may automatically commence charging the Customer for the applicable Subscription from the subsequent first day at the end of the Trial on a recurring basis. Following the Trial, should Customer decide not to continue with a Subscription for the Services, Customer must cancel the Subscription for such Service through their Account before the end of the Trial.

 

10. PROMOTIONS

10.1 Smarten Spaces may from time to time offer discounts or run promotions, contests, surveys, privileges, events, loyalty programmes, referral programmes and/or other promotional activities and programmes (“Promotions”). Promotions shall be effective only for the applicable promotional period and shall be subject to additional terms and conditions which accompany details of the Promotion.
10.2 The purchase and use of credits, vouchers, coupons and codes (including those that are provided or sold by or on behalf of Smarten Spaces for access to a paid Subscription) (“Coupons”) are subject to the following terms as well as any other terms presented to Customer along with the Coupon:
a. each Coupon is eligible for a single use only (unless otherwise specified) and is only valid for the time period specified by Smarten Spaces;
b. Smarten Spaces reserve the right to withdraw or deactivate any Coupons (other than a paid-up gift card) for any reason at any time;
c. Coupons may only be redeemed through the Website, and in accordance with the instructions of Smarten Spaces;
d. use of any Coupon must be indicated at the time of checkout, and all information required by Smarten Spaces must be provided. No retroactive use of the Coupon is permitted;
e. Coupons cannot be used in conjunction with any other Promotions or Coupons, unless otherwise stated;
f. Coupons cannot be refunded, redeemed or exchanged for cash, and no refund or residual credit will be added to Customer’s Account if Customer’s purchase amount is less than the value of the voucher; and
g. the resale, transfer and sharing of Coupons are strictly prohibited; and
h. All matters relating to Promotions, Coupons and other rewards and privileges is final and binding and Smarten Spaces reserve the right to make decisions on, alter, withdraw or discontinue any Promotion or Coupon (except for gift vouchers or gift cards with a specific stored value which Customer has purchased) at any time without notice or liability.

 

11. MARKETING AND PUBLICITY

11.1 Customer confirms that it has the right to grant and hereby grants to Smarten Spaces a non-exclusive licence to use, reproduce and publicly display its name, logo and trademark(s) for the purposes of fulfilling its obligations under this Agreement and for the purposes of advertising, marketing and publicity including in marketing materials or in any other channel of communication via the Internet or other medium. Customer also agrees that where it has provided the Smarten Spaces with the name, logo and/or trademark(s) belonging to any third party to be used by Smarten Spaces, Customer has done so pursuant to the express written approval of/license from such third party.
11.2 Customer represents and warrants to Smarten Spaces that it owns, or where applicable, has procured the express written approval of/license from the relevant third party for the other Party to use such name/logo/trademark(s) and the other Party’s use of the same will not infringe upon the proprietary or ownership rights or privacy of any third party.

 

12. LINKED SITES

12.1 Smarten Spaces may provide links, plug-ins, widgets, integrations or other connections to third party websites, advertisements, applications, social networks and/or services (“Linked Sites”). Some of these Linked Sites may be co-branded with Smarten Spaces’ name/logo or Smarten Spaces’ affiliated entities’ names/logos, even though they may not be operated or maintained by Smarten Spaces’. When clicking on Linked Sites, Visitors may leave the Website. Smarten Spaces has no control over, and are not responsible for the services or content on or obtained through the Linked Sites or for any damage which may be incurred from using or accessing the Linked Sites (including any virus, spyware, malware, worms, errors or damaging material contained in the Linked Sites) or the availability, accuracy or reliability of any of the Linked Sites. The inclusion of an advertisement of, or link or accessibility to, a Linked Site, does not imply endorsement of the same by Smarten Spaces.
12.2 Visitors access and use all Linked Sites at their sole risk, and Visitors hereby irrevocably waive any claim against Smarten Spaces with respect to the Linked Sites. Smarten Spaces does not guarantee any of the Linked Sites, and expressly disclaim all liabilities and responsibilities arising in relation to any Linked Sites. When Visitors visit a Linked Site, the applicable operator’s terms and conditions will apply, including its privacy policy. Visitors will need to make their own independent judgment regarding their interaction with any Linked Sites, including the purchase and use of any products or services from these Linked Sites.

 

13. CUSTOMER AND USER INFORMATION

13.1 Customer agrees to provide Smarten Spaces with a non-exclusive licence to collect, use, store , copy and otherwise use any information provided by Customer and the Users, in order for Smarten Spaces to provide the Services to Customer and the Users.
13.2 In providing Smarten Spaces with any information, Customer represents and warrants that the information provided by Customer shall not violate any laws, statutes, regulations or legally-binding codes or infringe any person’s intellectual property rights or other legal right.
13.3 Customer agrees that information provided by Customer may be disclosed by Smarten Spaces to Smarten Spaces’ officers, employees, agents, insurers and professional advisers. Customer acknowledges that any and all metadata that is generated from the use of the Services by Customer and the Users may be used by Smarten Spaces to provide the Services to Customers or for such purposes as may be agreed between the Customer and Smarten Spaces. Such purposes may include, but will not be limited to, making the Services functional and usable, improving the performance of the Services, making additions or modifications to existing Services, improving Customer and User experience, identifying and correcting errors and bugs in the Services, and verifying Customer’s compliance with the terms of this agreement.

 

14. PROFESSIONAL SERVICES

14.1 To the extent that training services, implementation services, or other professional services are listed in the Order, Smarten Spaces will perform such services in accordance with this Agreement. Following an Order and where required, Parties may also execute a statement of work (“SOW”) describing each Party’s obligations, customer dependencies, timelines and deliverables (if applicable) (“Professional Services”). The SOW, when duly executed, will be incorporated into and subject to this Agreement.
14.2 Some parts of the Professional Services may require the integration and/or integration of hardware devices and/or third party services (collectively “Third Party Hardware and Services”). Where required, Customer agrees to: (i) grant Smarten Spaces access to any such premises of the Customer to identify, diagnose and determine the requirement of Third Party Services; (ii) shall provide Smarten Spaces with access to such Third Party Hardware and Services to the extent necessary for the Services to be provided; (iii) provide adequate access to Smarten Spaces (and such of its employees, agents, contractors, sub-contractors and third party service providers) to such premises as required for the purposes of conducting tests to ensure the proper implementation of the Services. In the event Third Party Hardware Services are required to ensure the proper performance of functionality of the Services, the Customer shall purchase such additional or upgraded Third Party Hardware and Services.
14.3 The Customer acknowledges that Smarten Spaces’ ability to provide the Professional Services in accordance with the SOW as agreed to between the Parties may be dependent on Third Party Hardware and Services and Smarten Spaces shall not be responsible for any impact on the functionality, any delay in the implementation of the Services, arising from or as a result of such Third Party Hardware and Services.
14.4 Where applicable, Customers who purchase a White-Label Solution understand and agree that they are required to have an Apple App Store and/or Google PlayStore Developer account (collectively, “App Accounts”) and Customers shall be solely responsible for any fees associated with such App Accounts (“App Accounts Charges”). Smarten Spaces shall in no way be responsible or liable for any App Account Charges.

 

15. PROVISION OF DOCUMENTS AND TEMPLATES

15.1 As part of the Services, Smarten Spaces may provide the Customer with documents, including legal templates, declaration forms and such other documents which the Customer may access and use as part of the Services (“Documents”).
15.2 The Customer understands that Documents are for general use only and does not in any way constitute a definitive or complete statement of law nor does it purport to constitute legal advice.
15.3 In no way does Smarten Spaces guarantee that: (1) the Documents shall cover all possible situations; or (2) fit all circumstances for the Customer’s use or purposes; or (3) will be legally sound or free from liabilities.
15.4 Where Documents have been developed and/or provided to the Customer, whether with the input the Customer has provided to Smarten Spaces, or whether the Customer has amended, customised or replaced the Documents for use through the Software and/or App, Customer shall be solely responsible for seeking its own legal advice before using the same.
15.5 Smarten Spaces shall not be liable for Documents provided, posted, generated, uploaded, transmitted, published or made available on the Software and/or App for the use of the Customer.

 

16. SUPPORT AND MAINTENANCE SERVICES

15.1 As part of the Services, Smarten spaces shall provide support and maintenance services (“Support Services”).
15.2 The Support Services shall only apply to the extent that such issues arise from the Software, App and the Services provided by Smarten Spaces. For the avoidance of doubt, Smarten Spaces shall not be responsible or liable for any hardware issues experienced by the Customer or any issues with the Customer’s third party services and solutions (“Third Party Issues”). Customer understands and agrees that such Third Party Issues shall be governed by the Customer’s separate agreement with the relevant third parties.
15.3 For Support Services, the appointed Global Admin and Super Admin of the Customer may reach out to Smarten Spaces by sending an email to: support@smartenspaces.com or by logging in to support.smartenspaces.com with their Login Credentials.

 

17. INTELLECTUAL PROPERTY

17.1 The Services and Website are owned, operated and maintained by Smarten Spaces Pte Ltd and/or its affiliate entities.
17.2 Unless otherwise indicated, all intellectual property rights (whether registered or not, including rights in inventions, patent rights, registered designs, trade marks, copyright and all rights of whatever nature in computer programs) in the Services and Website (including in its data, text, content, design, compilations, ‘look’, ‘feel’, ‘appearance’, ‘graphical user interface’, all features and functionalities of the Software and App and Marks (defined below) including any improvements, components, modules, features or parts thereof, (“Intellectual Property Rights”) belong to Smarten Spaces and/or it licensors, and Smarten Spaces reserves and retains all rights in the same.
17.3 The Services and Website may contain intellectual property owned by third parties. Smarten Spaces does not confer upon You any rights to the Intellectual Property belonging to any third party. You agree not to copy, modify, publish, transmit, distribute, perform, display, or sell any such intellectual property without express authorisation.
17.4 You shall not reproduce, modify, display, sell, or distribute our Intellectual Property Rights, or use it in any other way for any public or commercial purpose without prior written consent of Smarten Spaces. Any unauthorised use of Smarten Spaces’ intellectual property is strictly prohibited and will terminate the license(s) granted herein. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property or other right and any goodwill associated therewith.
17.5 You acknowledge that rights in the Service are licensed (not sold) to you, and that you have no rights in or to the Service other than the right to use it in accordance with the terms set out in these Terms (the “Licence”). You acknowledge that you have no right to have access to the Service or any part thereof in source-code form. The Licence shall remain in effect until or unless terminated by you or Smarten Spaces. Ownership of all copies of the Software, App, Services and/or Website including any content, tools and resources even after installation on your personal Devices belongs to Smarten Spaces.
17.6 You shall not infringe, misappropriate, dilute or otherwise violate the Intellectual Property Rights of Smarten Spaces or any third party. You shall immediately inform Smarten Spaces in the event that any claim or dispute arises in relation to the Intellectual Property Rights relating to the Services and/or Website. Neither Customer nor Smarten Spaces shall use, publish, or cause to be published, any advertisement, or make any representations, oral or written, using the intellectual property of the other Party, without the prior written permission of such other Party.
17.7 Unless otherwise indicated, copying material from the Website and/or Services is strictly prohibited. Any other use, including the reproduction, modification, distribution, display or transmission of the content of the Services and/or Website is also strictly prohibited. You agree not to change or delete any proprietary notices from materials from the Services and/or Website. You acknowledge that Smarten Spaces and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. Smarten Spaces reserve the right to revoke the Licence at any time, and any use shall be discontinued immediately on written notice from Smarten Spaces.
17.8 Except for the rights specifically granted herein, you retain ownership of all intellectual property rights, or any other rights in the User Content. We respect the rights of intellectual property owners and expect our users to do the same. If you believe that your intellectual property rights, or any other of your rights are being infringed or have been infringed, please notify us. If we determine in our sole discretion that you have infringed our or any other party’s intellectual property rights, or any other rights, we will take such action as we may deem necessary without prior notification to you, including to terminate your Account.

 

18. PERSONAL DATA PROTECTION

18.1 Detailed information on how Smarten Spaces collects, uses, and shares the data collected from and about the Customer, End Users, and Visitors, please visit the Smarten Spaces Privacy Policy available at URL: https://smartenspaces.com/privacy-policy/ which is incorporated by reference into these Terms.
18.2 By agreeing to these Terms, Customer are instructing Smarten Spaces to process certain information received from Customer, and from End Users, for the purpose of providing the Services. If Customer, or the End Users choose not to provide this information, Customer understand that Smarten Spaces may not be able to provide the full range of Smarten Spaces’ Services.
18.3 Smarten Spaces’ role will be limited to obtaining and processing any personal data of End User on Customer’s behalf in pursuance of Smarten Spaces’ contractual obligations. You agree that as the data controller, Customer will be responsible for the data provided by End User when using the App or any other Services. By disclosing any personal data of End Users to Smarten Spaces under or in connection with contractual obligations, Customer warrant that Customer have a legal right and/or obtained necessary consent to disclose all such data, and that the processing of such personal data by Smarten Spaces will not breach any applicable data protection or data privacy laws. Customer agrees that all actions taken by Smarten Spaces are pursuant to contractual obligations and instructions from Customer in relation to the processing of that personal data.
18.4 If Smarten Spaces receive any notice or claim that any personal data, or activities hereunder with respect to any personal data, may infringe or violate rights of End User or any other third party, Smarten Spaces may suspend activity hereunder with respect to that personal data.
18.5 Customer will fully indemnify Smarten Spaces from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any notice, claim or harm arising from the processing of any personal data provided by End User.

 

19. CONFIDENTIALITY

19.1 Each Party shall keep confidential all Confidential Information of the other Party, not use the other Party’s Confidential Information for any purposes other than as required under this Agreement, and shall ensure that its personnel, employees, sub-contractors and representatives do not disclose to any person any Confidential Information of the other Party at any time or make or authorise any public or private announcement or communication concerning this Agreement.
19.2 The restrictions on disclosure of Confidential Information or announcements by either Party shall not apply to the following:

(a) disclosure of information which is already generally available and in the public domain other than through unauthorised disclosure by the other Party or its personnel, employees, sub-contractors and representatives;
(b) disclosure of information or announcements to the extent required by any Applicable Laws or by the requirements of a recognized stock exchange or any other Government Authority or making filings or other submissions under Applicable Laws, provided that (i) the disclosure or announcement is only to the extent required; and (ii) such Party will deliver to the other Party prompt prior notification of such requirement(s) so that the other Party may seek an appropriate protective order for protection of its Confidential Information.

 

20. WARRANTIES AND DISCLAIMERS

20.1 The Services and Website are provided ‘as is’, ‘as available’, without representation, warranty or condition of any kind, whether express, implied or statutory (including any implied warranty or condition of merchantability or satisfactory quality, fitness for a particular purpose, non-infringement, compliance with any description or any implied warranty arising from course of performance, course of dealing, usage of trade or otherwise), all of which are expressly disclaimed to the maximum extent permitted under applicable laws. Without limiting the foregoing, Smarten Spaces makes no representation or warranty:
(a) that the Services will be uninterrupted, error-free or virus-free, or that bugs and defects therein will be corrected;
(b) that the use of the Services will not affect the functionality or performance of the device on which it is downloaded;
(c) of the correctness, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of any of the Services, or products, software, tools or information and/or relating to any third party or any other product or service provided or advertised by a third party on or through the Services and/or Website.
20.2 The entire risk arising out of the use of the Services and/or Website remains solely with You to the maximum extent permitted by law. You agree at all times while using the Service and/or Website to employ good judgement and exercise caution.
20.3 By using the Services, you acknowledge and agree that internet transmissions are never completely private or secure, and that it is possible that the data on the Service can be mistakenly released, lost, hacked or accessed by unauthorised users. You further acknowledge that operation of and access to the Service or Website may be interrupted or interfered with as a result of technical errors or issues or other factors outside of our control.
20.4 Subject to Clause 17.6, Smarten Spaces shall not be liable for:
(a) consequential, indirect, incidental, punitive, exemplary or special losses, whether foreseeable or not, and even if Smarten Spaces is aware of or advised of the possibility of the same;
(b) any of the following (whether direct or indirect, or foreseeable or not, and even if Smarten Spaces is aware of or advised of the possibility of the same): loss of profit, loss of data, loss of use, loss of production, loss of contract, loss of opportunity, loss of savings, discount or rebate (whether actual or anticipated) and harm to reputation or loss of goodwill;
(c) any loss or damage (whether direct or indirect, or foreseeable or not, and even if Smarten Spaces is aware of or advised of the possibility of the same) resulting from:
(i) any suspension or other action taken by Smarten Spaces pursuant to these Terms;
(ii) any error, omission, defect, deficiency, malfunction, unreliability, nonconformity, delay or disruption in or of the Service or your inability to use the same (including glitches, bugs, errors, or inaccuracies of any kind);
(iii) goods and services provided to you by a third party;
(iv) unauthorised access to, disclosure of or alteration of your information as a result of the unauthorised acts of third parties;
(v) the error, act or omission, negligence, wilful default, misconduct, fraud or breach of a third party (including another user); and/or
(vi) changes Smarten Spaces makes to these Terms.

21. LIMITATION OF LIABILITY

Subject to Clause 17.6, in the event that Smarten Spaces shall be liable for damages despite the provisions in these Terms, you agree that Smarten Spaces’ total liability (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall not exceed an amount equal to the Fees paid by you to Smarten Spaces in the six (6)–month period immediately preceding the first incident giving rise to the loss. Nothing in these Terms shall limit or exclude Smarten Spaces’ liability for any liability that cannot be excluded or limited by applicable laws.

 

22. THIRD PARTY DISCLAIMERS

22.1 Pursuant to Clause 11, Smarten Spaces does not guarantee or make any representations regarding Linked Sites. Smarten Spaces is under no obligation to and do not screen, review, vet, pre-qualify or pre-approve any user or third party with respect to any matter including for compliance with applicable laws or otherwise. Smarten Spaces also does not verify or confirm the claims of any third party and You. You agree that you are solely and entirely responsible for conducting your own investigations and due diligence on any third party you choose to transact with. You agree that transactions and interactions with third parties or other users shall be entirely at your own risk.
22.2 Any contract between you and a third party in respect of any goods or services provided to you by the third party, or in respect of any obligation to pay therein, is independent of these Terms and is entirely between you and such third party. In using the Service, you acknowledge and agree that Smarten Spaces is not a party to any transaction between you and any third party. Accordingly, Smarten Spaces assumes no responsibility and will have no liability of any kind whatsoever in respect of your dealings with third parties including with regards to the proper and timely delivery of goods or services by third parties. Smarten Spaces in no way endorses, recommends and/or bears any responsibility or liability for any products, services, acts, omissions, opinions or statements of third parties. You remain solely and fully responsible for the timely and complete fulfillment of all your obligations under your contract with the relevant third party, including all payments to be made by you to such third party.
22.3 Smarten Spaces is not responsible for resolving any disputes (monetary or otherwise) that arise between users or between you and any other third party. You agree to pursue all claims and disputes directly with the applicable third party.
22.4 In the event of a concern, claim or dispute between you and another user or a third party:
a. you shall communicate directly with the other party to resolve such concern, claim or dispute;
b. you hereby release Smarten Spaces (and our officers, directors, agents, employees, contractors and subsidiaries) from any and all claims, demands and damages (actual and consequential) of every kind and nature, whether foreseeable or not, arising out of or in any way connected with such concern, claim or dispute;
c. Smarten Spaces may, but shall not be obliged to, investigate such concern, claim or dispute, in the exercise of our sole discretion; and/or
d. Smarten Spaces may direct you to resolve the issue with or respond to the other party directly.
22.5 For the avoidance of doubt, ‘third party’ means any party other than you or Smarten Spaces, and includes Third Party Providers, third party operators or owners of Linked Sites, as well as any of our parent companies, subsidiaries, affiliates, partners or service providers.

 

23. INDEMNITY

23.1 You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (“Indemnitees”) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered or incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly, from:
(a) your act, omission, negligence, wilful default, mistake, misconduct, dishonesty or fraud;
(b) your breach of these Terms and/or any additional terms and conditions under an applicable Order;
(c) any use of your Account referable to your Login Credentials;
(d) any breach, violation or infringement by you of any applicable laws or any third party rights (including rights in contract, intellectual property, confidential information and/or personal data);
(e) any connection to, access and/or use of the Services and/or Website by you; and/or
(f) your instructions, and/or our acting in good faith and taking or refusing to take action based thereon;
(g) breach of any representation or warranty by You;
(h) any breach of any of its covenants or obligations contained in this Agreement by Customer or the End User;
(i) any bodily injury (and death) and damage to property caused by You; or
(j) provision of inaccurate or incomplete data or information to Smarten Spaces.

 

24. OFFLINE CUSTOMERS – TERM, SUSPENSION AND TERMINATION

24.1 Term.
(a) Offline Customer shall have the right to use the Services, for the period indicated in the Order (“Contract Term”) unless earlier terminated in accordance with the terms of this Agreement. Unless otherwise indicated in the Order, the Contract Term shall be thirty-six (36) months from the Contract Commencement Date on the Order (“Minimum Term”).
(b) The Agreement shall automatically renew for successive twelve(12)-month periods after the Contract Term unless earlier terminated in accordance with the terms of this Agreement.

24.2 Termination by Customer
(a) Offline Customer shall not be entitled to terminate the Services for the entire duration of the Minimum Term unless otherwise expressly agreed to in writing between the Parties.

(b) At the expiry of the Minimum Term, Offline Customer shall be entitled to terminate the Services by giving no less than sixty (60) days notice in writing to Smarten Spaces.

24.3 Termination by Smarten Spaces
Smarten Spaces may, in its sole discretion and without penalty or liability whatsoever, suspend, limit, or terminate Customer’s Account and/or access to and use of the Services for any reason and at any time, without prior notice to the Customer. Without prejudice to the generality of the above, where:
(a) Customer has committed a breach of any provision of the Terms or any applicable laws;
(b) there is any fraudulent or illegal activity in connection with Customer’s use of the Services and/or Website;
(c) any information Customer has provided to Smarten Spaces is untrue, inaccurate, not current or incomplete, or
(d) Smarten Spaces determines the Customer has engaged in unprofessional or unethical conduct or practices;
Smarten Spaces shall be entitled to take such action as Smarten Spaces may deem appropriate without prejudice to its other rights and remedies hereunder or at law, including suspending, terminating, restricting or changing the details of Customer’s Account, Subscription and/or access to and use of the Services with immediate effect. Failure to comply with any provision under these Terms (including a breach of Clause 4) constitutes a material breach. Smarten Spaces will determine, in its sole discretion, whether a breach has occurred through Customer’s use of the Services.

24.4 Notwithstanding anything contained in this Agreement, either Party may terminate this Agreement immediately by giving written notice of termination to the other Party if the other Party:
(a) commits a material breach of this Agreement; or
(b) is dissolved; or
(c) ceases to conduct all (or substantially all) of its business; or
(d) is or becomes unable to pay its debts as they fall due; or
(e) is or becomes insolvent or is declared insolvent.

24.5 Termination of the Agreement howsoever arising shall be without prejudice to any accrued rights and remedies of either Party in relation to any negligence, omission or default of the other Party prior to such termination and any rights or obligations of the Parties which are intended to survive termination, including the obligation to pay Fees already due to Smarten Spaces from the Customer.
24.6 Effects of Termination. In the event of termination of these Terms or the expiry of Customer’s right to use the Services, Customer’s Account will be disabled, and Customer may not be granted access to Customer’s Account or any files or other content contained in the Account although residual copies of information may remain in Smarten Spaces’ system or possession in accordance with applicable law. Any rights of use granted to Customer and End Users for using the Services shall expire immediately Customer and End User shall immediately cease access and use of the Services and/or Website and uninstall, delete or remove the Software and App from their Devices. The Termination of these Terms or Customer’s Account shall not affect the Customer’s liability or obligations under these Terms (including any payment of Fees already due to Smarten Spaces from the Customer).

 

25. FORCE MAJEURE

25.1 If Smarten Spaces is prevented, hindered or delayed from or in performing any of its obligations under this Agreement by a Force Majeure Event (defined below): (i) Smarten Spaces’ obligations under this Agreement are suspended while the Force Majeure Event continues and to the extent that it is prevented, hindered or delayed; (ii) as soon as reasonably possible after the start of the Force Majeure. Smarten Spaces shall notify the other party in writing of the Force Majeure Event, the date on which the Force Majeure Event started and the effects of the Force Majeure Event on its ability to perform its obligations under this Agreement; (iii) Smarten Spaces shall make all reasonable efforts to mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement; and (iv) as soon as reasonably possible after the end of the Force Majeure Event, Smarten Spaces shall notify the other party in writing that the Force Majeure Event has ended and resume performance of its obligations under this Agreement.
25.2 If the Force Majeure Event continues for more than three (3) months starting on the day the Force Majeure Event starts, the Customer may terminate this Agreement by giving not less than 30 days’ written notice to Smarten Spaces.
25.3 Smarten Spaces shall not be liable for any failure or delay in the performance of our obligations or the operation of the Services and/or Website or any unavailability thereof that is due, in whole or in part, directly or indirectly to a Force Majeure Event.
25.4 “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including internet or any public telecommunications network outages, hacker attacks, denial of service attacks, computer virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars).

 

26. GOVERNING LAW & DISPUTE RESOLUTION

Unless otherwise agreed to in writing or otherwise indicated in an Order:
(a) these Terms shall be governed by the laws of Singapore, or if you are a Customer, the country where the Smarten Spaces entity you have contracted with in an Order has been incorporated;
(b) disputes or proceedings shall be subject to the jurisdiction of the courts in Singapore;
(c) Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrator(s). The language of the arbitration shall be in the English language.

 

27. NOTICES

27.1 Notices to you. You agree that Smarten Spaces may provide notices to you by posting it on the Website or if you are a Customer, by sending it to you through the Services, emailing it to the email address in your Customer Account, or mailing it to the address listed in your Customer Account. Such notice shall be considered to be received by you within twenty-four (24) hours of the time it is posted to the Website, sent to Customer through the Service, or emailed to you (unless Smarten Spaces receives notice that the email was not delivered), or three (3) business days after it is sent by postal mail.
27.2 Notices to Smarten Spaces. Unless otherwise stated in these Terms, you may contact us if you have any questions relating to the Services, Website or the Terms by using any of the following methods:
(a) If you are a Customer, by raising a ticket through the Support Services; or
(b) If you are a Visitor, by sending us an inquiry through the ‘Contact Us’ form on the Smarten Spaces Website.

 

28. MISCELLANEOUS

28.1 No Implied Terms. Each Party acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by the other Party, or anyone acting on behalf of the other Party, which are not embodied herein and that pertain to the matters covered by this Agreement.
28.2 Severability. The invalidity, illegality or unenforceability in whole or in part of any of the provisions of this Agreement shall not affect the validity, legality and enforceability of the remaining part or provisions of this Agreement.
28.3 Survival. All provisions in this Agreement including but not limited to representations, warranties, covenants, indemnity, limitation of liability, content, intellectual property rights, broad dependencies, confidentiality and such other provisions contained herein that by their nature survive or are required to supplement the abovementioned provisions for making them effective, shall survive the expiry or termination of this Agreement.
28.4 No Waiver. No failure to exercise or any delay in exercising any right, power or remedy by a Party under this Agreement shall operate as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the Party granting that waiver unless made expressly in writing.
28.5 Assignment. Customer shall not assign or transfer the whole or any part of the Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the other Party. Smarten Spaces shall have the right to assign or transfer the whole or any part of the Agreement or any benefit, interest, obligation or liability in or under the Agreement without the prior written consent of the Customer.
28.6 Relationship. Nothing in this Agreement shall construe the Parties as partners, joint venture or co-owners, or constitute either Party as the agent, employee or representative of the other.
28.7 Additional Services. From time to time, the Customer may request for additional services, subject to the agreement of Smarten Spaces, at such additional fees and charges as mutually agreed between the Parties.
28.8 Third party rights. A person or entity who is not a party to the agreement formed by these Terms shall have no right to enforce any term herein, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.

 

29. ENTIRE AGREEMENT

29.1 Policies and Additional Terms. You shall comply with all operating rules, policies and procedures that may be published by us from time to time on the Website (collectively “Policies”).
29.2 Other aspects of Customer’s use of the Services and/or Website may also be governed by additional terms (“Additional Terms”), for example, as separately indicated in an Order, as a result of Promotions and/or Vouchers which grant access or use of the Services or Website on a free or discounted trial basis.
29.3 Without limiting the foregoing, the following Policies and Additional Terms are incorporated into these Terms by reference and provide additional terms and conditions related to specific services offered by us:
(a) Privacy Policy at https://smartenspaces.com/privacy-policy/; and
(b) Other legal policies as may be published and/or updated on the Website or made available through the Services from time to time.
29.4 In the event of any conflict or inconsistency between these Terms and any other provision in the Policies and Additional Terms, these Terms shall prevail. In the event of any conflict or inconsistency between the Country-Specific Terms and any other provision of our agreement with you (formed by these Terms, the Policies and Additional Terms), the Country-Specific Terms shall prevail.
29.5 Entire Agreement. Together with the Policies and the applicable Additional Terms, these Terms set forth the entire understanding between you and us with respect to the Service and Website.

 

30. Country-Specific Provisions

30.1 Country-specific Provisions (as set out in the Annexures below) refers to the provisions for that specific jurisdiction where the Customer require the Services to be provided by Smarten Spaces. Country-specific provisions may supplement, replace or vary the other provisions in this Agreement.

Annexure A: India

1. These Country-Specific Provisions apply to the Services provided in India for Customers in India.
2. LinkDigi Spaces Private Limited is a wholly-owned subsidiary of Smarten Spaces. If Customer purchases and/or accesses and uses the Services from India, the Services are provided to Customer by LinkDigi Spaces Private Limited (“LinkDigi”) or a Partner’s chosen contracting entity.
3. Smarten Spaces has provided LinkDigi and its authorised Partners with a license, including a right to sub-license, the Software and for LinkDigi, to provide the Services to Customers in India.

Annexure B: United States

1. These Country-Specific Provisions apply to the Services provided in the United States for Customers in the United States.
2. Smarten Spaces Inc is a wholly-owned subsidiary of Smarten Spaces. If Customer purchases and/or accesses and uses the Services from within the United States, the Services are provided to Customer by Smarten Spaces Inc or a Partner’s chosen contracting entity.
3. Smarten Spaces has provided Smarten Spaces Inc. and its authorised Partners with a license, including a right to sub-license, the Software, and to provide the Services to Customers in the United States.

Annexure C: Australia

1. These Country-Specific Provisions apply to the Services provided in the region of Australia for Customers in Australia.
2. Smarten Spaces Australia Pty Ltd is a wholly-owned subsidiary of Smarten Spaces. If Customer purchases and/or accesses and uses the Services from within Australia, the Services are provided to Customer by Smarten Spaces Australia Pty Ltd or a Partner’s chosen contracting entity.
3. Smarten Spaces has provided Smarten Spaces Australia Pty Ltd and its authorised Partners with a license, including a right to sub-license, the Software, and to provide the Services to Customers in Australia.

Annexure D: United Kingdom and the European Union

1. These Country-Specific Provisions apply to the Services provided in the region of the United Kingdom and the European Union for Customers in those regions respectively.
2. Smarten Spaces UK Limited is a wholly-owned subsidiary of Smarten Spaces. If Customer purchases and/or accesses and uses the Services from within the United Kingdom or the European Union, the Services are provided to Customer by Smarten Spaces UK Limited or a Partner’s chosen contracting entity.
3. Smarten Spaces has provided Smarten Spaces UK Limited and its authorised Partners with a license, including a right to sub-license, the Software, and to provide the Services to Customers in the United Kingdom and European Union.

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