These Terms of Service govern your use of the Telum Service.
- DEFINITIONS AND INTERPRETATION
- 1.1. In these Terms of Service, unless the context requires otherwise:
”Affiliate” means, in relation to a party or other entity, a body corporate which controls, is controlled by or is under common control with that party or other entity.
”Control” means direct ownership of not less than 50% of the shares entitled to vote at general meetings of a body corporate, or control of the composition of a majority of the board of a body corporate, and "controlled" and "controlling" shall be construed accordingly;
”Client” means the legal entity that subscribes to the Telum Service;
“Commencement Date” means the earlier of: (a) the date stated in an Order; (b) the date upon which you start using the Telum Service; and (c) the date upon which your first payment for the Telum Service is processed;
“Direct Marketing” means (a) the offering, or advertising of the availability, of goods, facilities or services; or (b) the solicitations of donations or contributions for charitable, cultural, philanthropic, recreational, political or other purposes; targeted personally at specific persons through (x) sending information or goods, addressed to specific persons by name, by mail, fax, electronic mail or other means of communication or (y) making telephone calls to specific persons.
“Fees” means the fees payable by you to Telum for the Telum Service, as specified in the Order or otherwise notified to you prior to your use of the Telum Service;
“Order” means a written order setting out the terms for your use of the Telum Service, including any order form, service schedule, purchase order or other document issued by Telum (and "written" in this context includes email);
“Prohibited Use” means (a) making any amendments to or derivative works from all or part of the Telum Service and/or Telum Service Data; (b) providing access to all or part of the Telum Service and/or providing all or part of the Telum Service Data to any third person (who is not a User); (c) Direct Marketing; (d) any use which is unrelated to any journalism, media and/or public relation purposes; or (e) any other use which is in anyway unlawful, improper or fraudulent, or has any unlawful improper or fraudulent purpose or effect.
”Telum” means the Telum Media legal entity identified in the Order or, if not set out in an Order, means Telum Media Group Pte. Ltd (a company registered in Singapore under number 201310918D with its registered office at 583, Orchard Road, #09-01, 238884 Singapore);
“Telum Service Data” means all data, analysis, reports and other materials which Telum makes available to you as part of the Telum Service;
“Telum Service” means the service that Telum has agreed to provide to you, being the Telum Media System Subscription and/or the Telum Media Alert;
“Term” means the term of these Terms of Service, as described in clause 13;
“User” means a person (being one of Client's or its Affiliates' employees) who is authorised by Client and/or its Affiliates from time to time to use the Telum Service; and
“you” and “your” means Client, Client's Affiliates and/or Users, as the context dictates.
- THE SERVICE
- 2.1. In consideration of the Fees, Telum shall provide the Telum Service to you during the Term and grants you a non-exclusive, non-transferable and revocable licence to receive and/or access the Telum Service Data during the Term, subject to these Terms of Service.
2.2. The Telum Service and any Telum Service Data are provided for your internal and lawful business in connection with journalism, media and/or public relations purposes only. You are strictly prohibited from making Prohibited Use of the Telum Service and/or the Telum Service Data.
2.3. Where you are receiving the "Telum Media System Subscription" as part of the Telum Service, Telum agrees that it shall use commercially reasonable endeavours to make such Telum Service available 24 hours a day, seven days a week, except for (a) planned maintenance carried out during the maintenance window of 10.00 pm to 6.00 am Singapore time; and (b) unscheduled maintenance, provided that Telum shall use reasonable endeavours to give you as much advance notice as is practicable in the circumstances.
2.4. Telum may monitor your use of the Telum Service in order to maintain and improve the Telum Service and to ensure compliance with the terms of these Terms of Service. Telum may terminate or suspend the provision of the Telum Service or parts of a Telum Service where Telum has reason to believe that you may be using it (or any Telum Service Data) in breach of these Terms of Service or for any Prohibited Use.
- 3.1. You may obtain User accounts for the Telum Service subject to the Telum Service restrictions (geographical, seat number or otherwise) set out in the Order. Users must be Client's and/or its Affiliates' employees. You may not sublicense, resell or supply the Telum Service for use in any other organisation, entity, business or enterprise without Telum’s prior written consent. If you require additional User accounts, additional Fees may apply and this must be agreed with Telum.
3.2. You agree that you are responsible for all use (including any misuse) of the Telum Service by Users. You will draw the terms of these Terms of Service to the attention of Users and ensure that they comply with them. You acknowledge and agree that any breach of these Terms of Service by a User shall be deemed a breach of these Terms of Service by you.
3.3. You will notify Telum in writing if you require withdrawal of authorisation for a User to access or receive the Telum Service. Telum shall ensure that the authorisation is withdrawn within 5 business days of receipt of such notification.
- 4.1. You shall pay to Telum the Fees in accordance with the terms of payment set out in the Order. The Fees may increase each year on the anniversary of the Commencement Date to reflect the consumer price index, or by such other amount as will be alternatively agreed in writing between Telum and you.
4.2. The Fees are exclusive of applicable goods and services taxes which you shall pay to Telum in addition at the same time as payment of the Fees (as specified in the invoice provided to you by Telum).
4.3. You shall pay all Fees in full (without any set-off, deduction or withholding whatsoever) by such method as may reasonably be specified from time to time by Telum. If a cheque delivered by you is dishonoured or a direct debit or standing order fails, Telum may charge you all costs incurred by Telum as a result.
4.4. If your account falls into arrears, in addition to any other right or remedy which Telum may have, Telum may:
- 4.4.1. immediately suspend provision of the Telum Service without liability; and
4.4.2. charge interest at 1.5% per month on any outstanding balance (or Telum may in the alternative claim interest at its discretion under the Late Payment of Commercial Debts (Interest) Act 1998), such interest to accrue on a daily basis from the due date until the date of actual payment of the outstanding balance, whether before or after judgment.
- PASSWORD AND SECURITY
- 5.1. Where you have subscribed for the "Telum Media System Subscription" as part of the Telum Services, Telum will provide your Users with a username and password as part of the Telum Service's registration process. Users can log into the account and change their password at any time. You are responsible for maintaining the confidentiality of your username and password, and those of your Users and are fully responsible for all activities that occur under your account and those of Users'.
- 5.1.1. keep all usernames and passwords strictly confidential and allow access to any such usernames and passwords only to such of your employees as have a need to know them for the proper use of the Telum Service;
5.1.2. take reasonable steps to ensure that nobody other than Users accesses the Telum Service; and
5.1.3. promptly notify Telum if you become aware or suspect that any such username and password has become known to an unauthorised person.
- YOUR INFORMATION
- 6.1. In order to use the Telum Service, you may be required to provide information (such as identification or contact details) as part of the registration process for the Telum Service, or as part of your continued use of the Telum Service. You agree that any registration information you give to Telum will always be accurate, correct and up to date.
- YOUR UNDERTAKINGS
- 7.1. You warrant and undertake that you shall:
- 7.1.1. use the Telum Service and the Telum Service Data lawfully, fairly and reasonably in relation to journalism, media and/or public relations purposes only;
7.1.2. be responsible for configuring your own information technology (including virus protection software) and telecommunications in order to access the Telum Service;
7.1.3. not interfere with or disrupt any part or whole of the Telum Service;
7.1.4. not sub-license, re-sell or offer in any manner, to a third party (including any User), the Telum Service or use of or access to the Telum Service or any Telum Service Data, whether for commercial gain or otherwise;
7.1.5. not reverse engineer any part or the whole of the Telum Service or its technology or use or access the Telum Service to: (i) build a competitive product or service, (ii) make or have made a product or service with similar features, functions, text, or graphics, (iii) make derivative works based upon the Telum Service or Telum Service Data; or (iv) copy any features, functions, text, or graphics of the Telum Service or Telum Service Data;
7.1.6. not use the Telum Service or Telum Service Data for any Prohibited Use;
7.1.7. not attempt to gain unauthorised access to other computer systems or networks used by Telum in the provision of the Telum Service; and
7.1.8. comply with the requirements of any laws and/or legislation in relation to all commercial electronic messages sent or authorised to be sent by you.
- INTELLECTUAL PROPERTY RIGHTS
All copyright and other intellectual property rights in and to the Telum Service and Telum Service Data including all improvements made to the Telum Service, whether submitted or suggested by you or otherwise, shall be and remain vested in Telum or its licensors. Except for the rights and licence specifically granted under these Terms of Service, nothing in these Terms of Service shall be construed as transferring any right of ownership over any such intellectual property to you.
- CLIENT DATA
- 9.1. You may choose to upload your own data to Telum's systems as part of the Telum Service ("Client Data"). All copyright and other intellectual property rights in and to Client Data shall be and remain vested in you and the Client Data shall not be accessible by Telum's other customers.
9.2. By uploading Client Data via the Telum Service you give Telum a licence to host, reproduce and display such Client Data for the sole purpose of enabling Telum to supply the Telum Service to you.
9.3. You warrant and undertake to Telum that:
- 9.3.1. you have all necessary rights to upload Client Data;
9.3.2. Telum’s processing of Client Data for the purpose of supplying the Telum Service shall not infringe the intellectual property or other rights of any third party nor contravene any applicable law; and
9.3.3. Client Data shall not contain any material which is defamatory, unlawful or otherwise objectionable.
Neither party shall, except as strictly required to exercise its rights or perform its obligations under these Terms of Service, use, copy, adapt, alter, disclose, publicize or in any way part with possession of any confidential proprietary information of the other which comes into its possession in connection with these Terms of Service (“Confidential Information”). This obligation shall not apply to Confidential Information that:
- 10.1. is or becomes publicly known other than through any act or omission of the receiving party;
10.2. was in the other party's lawful possession before the disclosure;
10.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
10.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
10.5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- WARRANTY DISCLAIMER
- 11.1. Telum warrants and represents that: (i) the Telum Service will be provided by Telum with reasonable skill and care; and (ii) it shall use reasonable efforts to ensure that the Telum Service Data are accurate and up to date.
11.2. Save as expressly set out in these Terms of Service and to the maximum extent permitted by law, Telum gives you no representation, condition, warranty or assurance regarding the Telum Service or the Telum Service Data and, specifically, Telum gives no warranty concerning the accuracy, completeness or up-to-date nature of the Telum Service Data or that the Telum Service will meet your requirements, will be uninterrupted or timely, will be secure or error free or that defects in the Telum Service Data or the Telum Service will be corrected.
11.3. Telum is not responsible for an error or omission in the Telum Service Data which results from or reflects an error or omission in the Client Data.
11.4. Telum is not responsible for any action (or lack of action) taken as a result of relying on or in any way using information contained in the Telum Service Data and shall have no liability for the commercial, financial, legal or other results that may occur.
11.5. Telum does not warrant that use of the Telum Service will be error-free or uninterrupted or that any defects will be corrected.
11.6. Telum is not responsible for software used by you or Users or for the operation or performance of the internet or any other network.
11.7. To the maximum extent permitted by law, Telum disclaims any and all implied representations, conditions and warranties that the Telum Service and Telum Service Data is of satisfactory quality, accurate, fit for a particular purpose, provided with reasonable care and skill or non-infringing.
- LIABILITY AND INDEMNITY
- 12.1. Telum shall be liable for its specific obligations set out in these Terms of Service but shall have no other obligation, duty or liability whatsoever whether in contract, tort or otherwise to you. Telum’s sole liability under these Terms of Service shall be to Client and Telum shall not have any obligation, duty or liability whatsoever to any Affiliate, User or other third party.
12.2. Telum's total liability (whether in contract, tort (including negligence) or otherwise) arising out of or in connection with the Telum Service and its obligations under these Terms of Service shall be limited to an amount equal to the Fees paid by you for the relevant part of the Telum Service which is the subject of the claim during the 12 months immediately prior to written notification of the claim.
12.3. Telum shall not in any event have any liability to you (whether in contract, tort (including negligence) or otherwise) for:
12.4. Nothing in this clause or these Terms of Service shall exclude or limit any liability for: (i) death or personal injury resulting from Telum’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot by law be limited or excluded.
- 12.3.1. any loss of revenue or profit, loss of data, loss of goodwill or damage to reputation (whether direct or indirect); or
12.3.2. any indirect, special or consequential loss or damage whatsoever or howsoever incurred.
12.5 You will indemnify and hold harmless Telum and its Affiliates (and their respective employees, agents, contractors, officers and assigns) from and against any and all losses, damages, demands, claims and expenses arising out of or or in connection with a breach by you of clause 7 (Your Undertakings) and/or clause 9 (Client Data).
- 13.1. The term of these Terms of Service as regards any Telum Service shall commence on the Commencement Date and shall subject to clause 13.2 (and any specific term set out in the Order) continue for an initial period of twelve months and renew automatically thereafter for successive twelve month renewal periods unless or until terminated by either party giving not less than one month written notice to the other to expire at the end of the initial twelve month period or any subsequent twelve month renewal period.
13.2. Notwithstanding clause 13.1, without prejudice to any other right or remedy to which the parties may be entitled, either party may without liability terminate these Terms of Service by notice in writing to the other having immediate effect if:
- 13.2.1. the other party commits a material breach of any of the terms of these Terms of Service and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing of the breach; or
13.2.2. an order is made or a resolution is passed for the winding up of the other party; or an order is made for the appointment of an administrator to manage the affairs of the other party; or a receiver is appointed of any of the other party's assets or undertaking; or the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or the other party ceases, or threatens to cease, to trade; or the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
13.3. Telum shall also have the right to change User passwords and lock accounts where it has reason to believe that Users or accounts may be in breach of these Terms of Service. Telum will use reasonable endeavours to notify the User if this occurs.
13.4. On termination of these Terms of Service for any reason:
13.5. Termination shall not affect or prejudice the accrued rights of the parties as at termination. The provisions of clauses 8 (intellectual property rights), 10 (confidentiality), 11 (warranty disclaimer), 12 (liability), this clause 13.5, clause 14 (assignment) and clause 17 (general) shall survive termination of these Terms of Service for any reason.
- 13.4.1. the licence to use the Telum Service and any Telum Service Data shall immediately terminate;
13.4.2. Telum may disable access to your account and you and Users will no longer be able to access or receive the Telum Service Data; and
13.4.3. Telum shall not be required to retain or provide to you any Client Data or Telum Service Data.
- 14.1. You shall not assign, sub-license, sub-contract or otherwise deal with all or any of your rights and obligations under these Terms of Service without Telum's prior written consent.
14.2. Telum shall have the right to assign all or any of its rights and obligations under these Terms of Service and in the event of such assignment shall give notice of it to you. Telum may sub-contract the performance of any of its obligations under these Terms of Service to any third party, but such sub-contracting shall not relieve Telum of any liability under these Terms of Service.
- FORCE MAJEURE
Telum will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms of Service that is caused by events outside its reasonable control (including but not limited to war, civil disorder, terrorism, decision of any court or other judicial body of competent jurisdiction, unavailability of equipment, power or other utility, failure or non-availability of Internet or telecommunications network, acts of government or other prevailing authorities or defaults of third parties). Either party may terminate these Terms of Service forthwith by notice in writing to the other if such event continues for more than 60 days.
Any notice to be given under these Terms of Service may be delivered or be sent by prepaid registered post sent first class addressed to the principal place of business for the time being of the party to be served or may be transmitted by fax to the fax number for the party to be served last known to the party giving the notice. Notice served by post shall be deemed served on the second business day after the date of posting. Notice served by fax shall be deemed served on the next business day after the date of transmission. For this purpose, "business day" means any day other than a Saturday, Sunday or a day which is a public holiday in the place both of despatch and of address of the notice. This clause shall not preclude the giving of notice by other methods of communication.
- 17.1. Save as expressly provided in the Terms of Service, these Terms of Service constitute the whole agreement and understanding between you and Telum relating to the Telum Service.
17.2. You acknowledge and agree that, in entering into these Terms of Service, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently made or not) other than as expressly set out in these Terms of Service.
17.3. Telum may update these Terms of Service from time to time. Telum will notify you at least 30 days before the new Terms of Service apply to you (including via email to Client's principal email address associated with Client's Telum Service account or by notifying you next time you log into or access the Telum Service). You agree to be bound by the most current version of the Terms of Service in effect from time to time.
17.4. These Terms of Service do not create any joint venture, partnership, agency, or employment relationship between the parties.
17.5. The failure of Telum to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
17.6. If for any reason any provision of these Terms of Service, or any portion thereof, is found to be unenforceable, the remaining provisions of these Terms of Service shall continue to be valid to the fullest extent permitted by law.
17.7. These Terms of Service are not intended to benefit anyone other than the parties to them (being Telum and Client) and, in particular, none of the terms of these Terms of Service shall be enforceable under any relevant legislation by a third party, including any User or any of Client's Affiliates.
17.8. These Terms of Service are governed by Singapore law. Any claim or dispute relating in any way to these Terms of Service shall exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC Rules”). The arbitration shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English. The governing law of the arbitration agreement is Singapore law.
06 June 2017