Terms of Service
These Terms of Service (“Terms”) constitute a contract between you and Mind Master Solutions Pte Ltd (“Mind Master”) and govern the use by you, your agents and end users of our website at www.itaps.com.sg and all of the products and services offered by Mind Master thereon.
By accepting these Terms, or by accessing or using the service or site, or authorising or permitting any agent or end-user to access or use the service, you agree to be bound by these terms. If you are entering into these Terms on behalf of a company, organisation or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Mind Master that you have the authority to bind such Entity and its affiliates to these Terms, in which case the terms “you”, “your” or related terms herein shall refer to such Entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the service.
If you have any questions about these Terms, please feel free to contact us through our site.
Mind Master provides users with access to a variety of online applications, including but not limited to iTaps, a hosted integrated cloud Human Resource Management System through the site and any applicable software (collectively, the “Services”). The Services are provided by Mind Master to you and any individual or Entity to whom you grant the right to access the Services through your account as an agent and/or administrator as identified through a unique login (“Agent”), or as an end-user connecting with you or your Agents via the Services (“End User”), subject to these Terms, the Service Level Agreement (“SLA”) <www.mindmaster.com.sg/service-level-agreement-for-itaps> and all modifications thereto and/or other rules that may be published from time to time by Mind Master.
- Unless explicitly stated otherwise, any new features and/or updates that augment or enhance the Services shall be subject to these Terms.
- The use of the Services is at your own risk. Mind Master does not warrant any results from the Services. The Services do not constitute consulting, professional advice or any other form of advice whatsoever.
- You shall use the Services in compliance with these Terms. You shall use the Services only if you have the legal capacity to do so. In using the Services, you shall comply with all applicable laws. You accept that the Services may change, including when Mind Master refines and adds more features. We may stop, suspend or modify the Services at any time without prior notice to you. We may also remove any content from our Services. You agree that Mind Master shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
- Subscription Fees and Subscription Period
- To the extent the Services or any portion thereof is made available for any fee, you will be required to select a subscription payment plan, the terms of which shall be set out in Mind Master’s quotation for providing the Services to you (the “Quotation”).You shall provide Mind Master with information regarding your credit card or other payment instrument. You represent and warrant to Mind Master that such information is true and that you are authorised to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
- You agree to pay Mind Master the amount specified in the Quotation for your selected subscription payment plan in accordance with the terms of such subscription plan as presented on the Quotation.
- Our charges stated are exclusive of all taxes, including Goods and Services Tax, VAT, sales tax, service tax or other similar taxes or levies. You are liable to pay all taxes associated with your subscription.
- Mind Master’s payment terms shall be set out in the Quotation and/or invoice(s) to you.
- You shall make payment to Mind Master in the manner and terms set out in the Quotation and/or invoice(s), without any deduction whether by way of set-off, withholding, counterclaim, discount or otherwise. Time for payment shall be of the essence.
- No indulgence granted by Mind Master concerning your payment obligations shall be or deemed to be a credit facility, or be taken to be any waiver of our right to payment.
- If any sum due from you to Mind Master under the Quotation or any other contract is not paid before the due date for payment:-
- all sums then owing by you to Mind Master shall become due and payable immediately;
- without prejudice to any other right or remedy available to Mind Master, we will immediately stop providing you the Servicesbut you may continue to login and view your historical data only for a 1-weekperiod, following which all data and content in your account shall be deleted. Mind Master shall have no responsibility or liability with respect to any loss of your data or content in this event.
- Mind Master is entitled to be indemnified by you for all expenses, legal fees and court costs on a solicitor and client basis, incurred by us to collect and obtain payment of any outstanding sums from you to Mind Master.
- Ownership and Privacy
- When using our Services you may provide us with information, files, data, links to data sources, folders and other content which belong to you, your Agents or end users (collectively referred to as “your content”). You retain full ownership to your content. These Terms do not grant us any rights or license to your content or the intellectual property arising from your information, except as provided below.
- We do not monitor your content or any other information that are subject to the Services. We are not responsible for the accuracy, completeness, appropriateness or legality of your content or any other content, results and information you may access with or receive from the Services. You acknowledge and agree, however, that Mind Master shall have the right to monitor the Services and disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect the Services.
- You grant us a limited, free, irrevocable, non-exclusive and worldwide license to store, process, back-up and otherwise deal with your content solely for the purpose of providing to you the Services. We may grant a similar sub-license to the subcontractors, suppliers and service providers that we may use to provide the Services.
- Except as provided in these Terms, we do not disclose your content to other users, customers, agencies or third parties.
- In using the Services, you are solely responsible for your conduct, content and dealing with your content and your communications with others. You warrant that you have all the right and power required to deal with your content.
The Services may allow you to share with others your content or the results of the Services. There are many things that others may do with your information. For example, they may copy, modify or share your content with others. Your content may contain information that is secret, confidential or sensitive. Before sharing them, you may wish to ensure that you are protected by appropriate confidentiality agreements. We are not responsible or liable for any of your activities described in this clause.
- Your Responsibilities
- During the term of your subscription to the Services, you have the limited right to use the Services solely for your own internal, personal or commercial use as an online platform to communicate with your end users.
- You shall not transfer, lease, rent, assign, sublicense or resell the Services, in whole or in part, and you further agree not to allow any third party other than your Agents and end users to access the Services. You are responsible for compliance with provisions of these Terms by your Agents and end users and for any and all activities that occur under your account.
- Files and other content in the Services may be subject to the intellectual property rights of others. You agree not to copy, upload, download, share or otherwise deal with content or information unless you have the necessary right or license. You alone are responsible and liable for content and information that you copy, share, upload, download or otherwise deal with.
- You shall not by any act or omission cause spyware, virus or other malicious software to infect the Services.
- You alone are responsible and liable for maintaining and protecting your content. We are not responsible or liable for any expenses, losses or damages which you may suffer or incur arising out of or in connection with the loss or corruption of your content, including costs or expenses for backing up or restoring your content.
- You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Mind Master’s policies then in effect.
- You shall from time to time update your contact information or other information related to your account. You shall provide true, accurate, current and complete information as required by Mind Master.
- Account Security
You shall keep secret the password that you use to access the Services and not disclose your password. You are responsible and liable for all activities related to your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You agree and acknowledge that a secure encrypted connection to communicate with the Services can help protect your content. If you are an administrator, you shall ensure that all your users of the Services comply with the obligations in this clause.
- Software and Updates
We provide you software as a service, as a means for you to use the Services. We grant you a limited, nonexclusive, non-transferable, revocable license to use the software, solely to access the Services. Your license to use the software is automatically revoked if you breach any of these Terms. We reserve all rights not expressly granted in these Terms. You shall not directly or indirectly reverse engineer or decompile the software, attempt to or assist others to do so. Our Services may update the software on your device automatically when a new version is available.
- Our Property and Feedback
These Terms do not grant you any right, title or interest in the Services, our software or any of their content. We may use any of your feedback, comments or suggestions without any obligation or liability to you. Copyright, trademark and other applicable laws protect the software and other technology we use to provide the Services. These Terms do not grant you any rights to use any of our trademarks, logos, domain names or other brand features. We may use all data, content and results arising out of or in connection with the Services or software in aggregated anonymous form in the ordinary course of our business, including to generate benchmarks or similar metrics. You are not permitted to disseminate any information that is made available to you, as a licensee, by Mind Master, including without limitation, login credentials.
- Third Party Terms
Where applicable, our Services and/or software use and rely on third party services, software and licenses, including but not limited to external services for processing payment. You agree with the terms of these third party services, software and licenses to the extent they are applicable to the Services and our software (Third Party Terms). We may with reasonable prior written notice amend, suspend or terminate the Services or our software as a result of changes or other events relating to Third Party Terms.
- Other Services
You may be able to access or use third party products, applications services, software products, networks, systems, directories, websites, databases and information which the Services link to or which you may connect to or enable in conjunction with the Services, including, without limitation, products or services provided by affiliates of Mind Master (“other services”). If you decide to enable, access or use other services, be advised that your access and use of such other services is governed solely by the terms and conditions of such other services ,and Mind Master does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such other services, including, without limitation, their content or the manner in which they handle data (including your content) or any interaction between you and the provider of such other services. Mind Master is not liable for any damage or loss caused or alleged to be caused by or in connection with your access or use of any such other services, or your reliance on the privacy practices, data security processes or such other policies of such other services. You may be required to register for or log into such other services on their respective websites. By enabling any other services, you are expressly permitting Mind Master to disclose your account credentials as well as your content as necessary to facilitate the enablement and use of such other service.
- Acceptable Use Policy and Compliance with Laws
- You shall not directly or indirectly abuse the Services or deal with the Services otherwise than for their intended ordinary uses.
- Without limiting the generality of the previous sub-clause, you shall not carry out any of the following:
- probe, scan, or test the vulnerability of any system or network;
- breach or otherwise circumvent any security or authentication measures;
- access, tamper with, or use non-public areas of the Services, shared areas of the Services you have not been invited to, our (or our service providers’) computer systems;
- interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
- plant malware or otherwise use the Services to distribute malware;
- access or search the Services by any means other than our publicly supported interfaces (for example, by scraping);
- send unsolicited communications, promotions or advertisements, or spam;
- send altered, deceptive or false source-identifying information, including spoofing or phishing;
- publish anything that is fraudulent, misleading or infringes another’s rights;
- impersonate or misrepresent your affiliation with any person or entity;
- publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred; or
- violate the law in any way, or to violate the privacy of others, or to defame others.
- You shall use the Services only in the furtherance and for the purposes of activities that are legal in the applicable jurisdiction. You shall in using the Services comply with all applicable laws. The laws referred to in this clause include and are not limited to laws relating to junk mail, spam and electronic communications and transactions.
- Mind Master reserves the right to refuse to transmit or to remove any information or materials, in whole or in part, that in its sole discretion, Mind Master deems unacceptable, undesirable, inappropriate or in violation of any law or these Terms.
- Data Protection
- While Mind Master will take reasonable security arrangements to protect your materials and information imported into our software (“Customer Data”) to prevent unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Customer Data, we cannot guarantee the security of any information you disclose online. You acknowledge by entering into this agreement that you are aware of our limitations with respect to security and privacy and that Mind Master will have no liability to you for any unauthorised access or use of any of your content, or any corruption, deletion, destruction or loss of any of your content.
- Renewal and Termination
- Without prejudice to any of the terms herein, either Mind Master or you may terminate these Terms and your subscription as of the end of your then-current subscription term upon written notice to the other, on or prior to the date thirty (30) days preceding the end of such subscription term. Unless your subscription is so terminated, your subscription will renew for a subscription term equivalent in length to the then-expiring subscription term. Unless otherwise agreed in writing, the fees applicable to your subscription for any such subsequent subscription term shall be Mind Master’s standard fees for the service plan to which you have subscribed as of the time such subsequent subscription term commences.
- No refunds or credits for fees or payments will be provided to you if you elect to terminate your subscription prior to the end of your then-effective subscription term. Following the termination or cancellation of our subscription, Mind Master reserves the right to delete all your content in the normal course of operation. Your content cannot be recovered once your subscription is cancelled.
- If you terminate your subscription prior to the end of your then-effective subscription term, or Mind Master effects such termination or cancellation under these Terms, in addition to other amounts you may owe Mind Master, you must immediately pay any unpaid subscription charges associated with the remainder of such subscription term.
- Mind Master may, in its sole discretion, immediately terminate, discontinue or modify the Services or your use of the Services, permanently or temporarily, if any one or more of the following events happens:-
- You, your Agents and/or your end users have violated these Terms.
- You call a meeting, give a notice, pass a resolution or filean application, or an order is made, in connection with the winding up of your Entity.
- You have a receiver or administrative receiver appointed over all or any part of your assets or a person becomes entitled to appoint a receiver or administrative receiver over such assets.
- A judicial manager is appointed over you or an application is filed to appoint a judicial manager over you.
- You take any steps in connection with proposing a scheme of arrangement or a scheme of arrangement is passed in relation to you, or you commence negotiations with any or all of your creditors with a view to rescheduling any of your debts.
Unless legally prohibited from doing so, Mind Master will use commercially reasonable efforts to contact you directly via email or your account to notify you prior to taking any of the foregoing actions detailed in this clause. Mind Master shall not be liable to you, your Agents, end users or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Services. Any suspected fraudulent, abusive, or illegal activity by you, your Agents, or end users may be referred to law enforcement authorities at Mind Master’s sole discretion.
- Upon termination of these Terms:-
- you shall pay to Mind Master in full all fees, costs and expenses accrued and owing to Mind Master for the Services;
- your right and licence to use the Services shall immediately cease; and
- at its discretion, Mind Master may allow you to login and view your historical data only for a 1-weekperiod, following which all data and content in your account shall be deleted. Mind Master shall have no responsibility or liability with respect to any loss of your data or content in any event.
- Termination is not an exclusive remedy and we reserve all other available remedies in contract, law or equity.
- Disclaimer of Warranties
- These provisions apply to the greatest extent permitted under applicable laws. The Services and our software are provided as-is, at your own risk, without express or implied warranty or condition of any kind. Mind Master specifically disclaims any and all warranties including, but not limited to: warranties concerning the availability, accuracy, security, usefulness, interoperability, or content of the Services; and any warranties of non-infringement, title, merchantability, or fitness for a particular purpose. This disclaimer applies to any damages or injury caused by the service, including without limitation as a result of any failure of performance, error, omission, interruption, deletion, defect, delay or error in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record.
- We are not responsible or liable for any harm to your computer system, loss or corruption of data or other harm that results from your access to or use of the Services and/or our software.
- No advice or information, whether oral or written, obtained by you from Mind Master, shall create any warranty not expressly made herein. Mind Master assumes no responsibility for the deletion or failure to store, deliver or timely deliver any information.
- Exclusions and Limitations of Liability
- You expressly understand and agree that Mind Master, its officers, directors, employees, advisors, affiliates, agents, successors or assigns, shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if Mind Master has been advised of the possibility of such damages), resulting from:-
- The use or the inability to use the Services;
- Any claim attributable to errors, omissions and/or other inaccuracies in, or destructive properties of the Services, or any other software of other content;
- The cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received, or transactions entered through or from the Services;
- Unauthorized access to or alteration of your transmissions or data;
- Statements or conduct of any third party on the Services; or
- Any other matter relating to the Services.
- You indemnify and hold us harmless from and against all claims, damages, expenses or losses that we may incur or suffer arising out of or in connection with your breach of these Terms.
- From time to time the Services may provide automated calculations of figures, sums or numbers.
- You acknowledge that you rely on the automated calculations conducted in the Services entirely at your own risk and will not hold Mind Master liable for any calculation or computation errors.
- As part of the Services, you or your users may be offered templates for contracts, forms and other business documents.
- By using such a template, you acknowledge that:
- Mind Master takes no responsibility for any errors, omissions or mistakes in the template;
- you are relying on the template entirely at your own risk;
- you will need to edit the template before use;
- it is your responsibility to ensure that any contract of employment created by you complies with any applicable legislation governing employment in your jurisdiction;
- we do not provide legal advice, opinions and recommendations;
- we recommend that you should seek independent professional legal advice before using any template; and
- you should not rely on the information contained in the template as a substitute to legal advice.
Mind Master may revise these Terms from time to time. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms.
- No Resale of Services
You agree not to reproduce, transfer, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Services, use of the Services, or access to the Services.
- Each party shall not, without the other party’s prior written approval, disclose or use any proprietary or confidential information received from the other party pursuant to these Terms.
- The confidentiality obligations in this clause shall not apply to any information which:
- becomes generally known to the public, other than by reason of any wilful or negligent act or omission of the receiving party;
- is at the time of disclosure, legally in the possession of the receiving party without any obligation of confidentiality; or
- is required to be disclosed pursuant to any applicable court, governmental orders or other legal requirements.
- The recipient of any proprietary or confidential information shall, upon the other party’s request or the termination of these Terms, return all such information within three (3) days of such request.
- Force Majeure
- A “Force Majeure Event” means any event outside the reasonable control of either party affecting its ability to perform any of its obligations (other than payment) under these Terms, including but not limited to, any breakdown or malfunction of hardware, software, networks or systems used in connection with the Services, acts of God, war, hostility, invasion, act of foreign enemies, rebellion, revolution, riots, civil war, disturbances, requisitioning or other acts of civil or military authority, laws, regulations, acts or orders of any governmental authority, body, agency or official, fires, inclement weather, rain or floods (however caused), strikes, lock-outs or other labour disputes, epidemics, outbreaks, embargoes or other catastrophes.
- Mind Master shall not be liable to you as a result of any delay or failure to perform our obligations under these Terms as a result of a Force Majeure Event.
- If the Force Majeure Event prevents us from providing any of the Services to you for more than sixty (60) days, we shall, without limiting our other rights or remedies, be entitled to suspend or terminate the Services immediately by giving written notice to you.
- Governing Law
This agreement shall be governed by, and construed in accordance with, the laws of Singapore and the parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore and waive any objection to proceedings in any such court on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. The taking of proceedings in the court of Singapore shall not preclude any Party from taking enforcement proceedings against the other Party in any other jurisdiction.
- Assignment and Third-Party Rights
- You shall not assign or otherwise transfer any of its rights, benefits or obligations hereunder in whole or in part without the prior written consent of Mind Master.
- A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of these Terms.
- These Terms, the Service Level Agreement between you and Mind Master, and the Quotation constitute the entire agreement, and supersede any and all prior agreements or understandings between you and Mind Master with regard to the subject matter hereof. These Terms, Service Level Agreementand Quotation shall apply in lieu of the terms or conditions in any purchase other or other order documentation you or any Entity which you represent provide (all such terms or conditions shall be null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties or commitments which may be relied upon by either party with respect to the subject matter hereof.
- Notwithstanding the foregoing, additional terms may apply to certain features of the Services (the “additional terms”). The additional terms will be considered incorporated into these Terms when you activate the feature. If there is any conflict between these Terms and the additional terms, the additional terms shall prevail to the extent of such inconsistency and conflict.
- Mind Master may amend these Terms from time to time, in which case the new terms will supersede prior versions. Mind Master may notify you via the site or your account no less than ten (10) days prior to the effective date of such amendment and your continued use of the Services following the effective date of such amendment may be relied upon by Mind Master as your consent to any such amendment.
- The waiver by either party of any breach of these Terms shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
- If at any time any part of these Terms is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from these Terms and the validity and/or enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired as a result of that omission.
- While we will make every available effort to keep the Services operational at all times, there will be periods of downtime for maintenance and upgrades, and sometimes, for reasons that we did not plan. We will attempt to provide at least 12 hours of notice for scheduled maintenance or downtime, but some downtime may be unscheduled and beyond our control.
- Any notice or other communication required to be given to a party under or in connection with these Terms shall be in writing. Notice by email is deemed to be in writing.