THIS SOFTWARE AS A SERVICE AGREEMENT (“THE “AGREEMENT”) IS ENTERED INTO BETWEEN CUSTOMER AND WIZ. CUSTOMER AND WIZ AGREE THAT THE FOLLOWING TERMS AND CONDITIONS WILL APPLY TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.

1. Definition and Interpretation

• • 1.1 In this Agreement, the following words and expressions shall have the meanings set out hereunder unless the context otherwise requires:

“Agreement” means this Agreement and the applicable Country Addendum (where applicable) and all documents and supplementary terms issued by Wiz incorporating such amendments and variations as may be effected by Wiz from time to time in accordance with any of the provisions hereof.

“Applicable Laws” means all statutes, laws, rules, regulations, directives, circulars, notices (whether of governmental body or authority or self-regulatory organisations in relation to which Wiz is a member, or otherwise), whether in or outside Singapore which are applicable to Wiz and/or the Customer and/or to which Wiz and/or the Customer is subject.

“Application” means any application made available by Wiz operating through the Application Portal.

“Application Portal” means the Application Portal system from time to time made available by Wiz, enabling the Customer to utilize the Application through any Equipment.

“Application Software” means all software used for the purpose of the provision to the Customer of Application Portal.

“Business Day” means a day on which Wiz is open for business in the country in which it operates.

“Company Administrator” means the person appointed by the Customer to administer and control the access and use of Application Portal and/or the Services by Company Users on behalf of the Customer.

“Company User” means a person authorised by the Customer and/or the Company Administrator to perform day-to-day transactions on behalf of the Customer.

“Country Addendum” means the additional and specific terms applicable in the country or region in which Wiz provides the Services, if any.

“Customer” means the person who accepts and enters into this Agreement.

“Customer User” means any of the Company Administrators and Company Users or any combination thereof, who is/are authorised by the Customer from time to time to access and use Application Portal.

“Equipment” means any electronic, wireless, communication, transmission or telecommunications equipment, device or medium including but not limited to the Internet, any computer or mobile equipment, device, terminal or system which may be required to access and use the Services.

“Instruction” means any request, Application, authorisation or instruction, in whatever form and sent, given or transmitted to Wiz through Application Portal: (a) by the Customer or a Customer User on behalf of the Customer; or (b) which Wiz or an Officer of Wiz reasonably believes to be the request, Application, authorisation or instruction of the Customer or a Customer User given on behalf of the Customer; or (c) by use of Password or any other security device or feature of a Customer User (whether or not in conjunction with the User ID of the Customer or the Customer User).

“Loss” means any and all injuries, liabilities, losses (including indirect and consequential losses), damages, costs, charges and/or expenses of whatsoever nature or however arising, including legal fees on a full indemnity basis.

“Officer” includes any director, officer, employee, consultant or representative of Wiz.

“Password” means any number, password or other names, phrases, symbols or codes, whether issued or assigned by Wiz to a Customer User or otherwise, or selected by a Customer User to enable him to access any Account and/or to utilise the Services on behalf or for the account of the Customer and includes any other number, password, name, phrase, symbol or code issued, assigned or selected in replacement thereof.

“person” includes any natural person, any firm, association of persons, corporation or entity.

“Services” means any conversation talkbot or other facility, product or service provided by Wiz to the Customer using Application Portal (including without limitation the empowerment of Customer Users to agree on behalf of the Customer the matters described in this Agreement).

“User ID” means the identification characters or number (whether or not alpha- numeric) issued and assigned by Wiz to the Customer or otherwise selected by the Customer or subsequently selected by a Customer User to access Application Portal and the Services and for the purpose of enabling Wiz to verify and authenticate the identity of such Customer User for its access to Application Portal and the Services and includes any other characters or numbers so assigned or selected in replacement thereof.

“Website” means the website presently located at www.wiz.ai (or any replacement or successor domain name), and includes any website operated and/or maintained by or for Wiz from time to time and at any time.

“Wiz” means Wiz Holdings Pte Ltd..

• • 1.2 The headings or titles to the Conditions in this Agreement are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of this Agreement.
  • 1.3 Where the context so admits, the singular shall include the plural and words in the masculine gender shall include the feminine gender and/or neutral gender and vice- versa.
  • 1.4 The rights of Wiz with respect to any matter conferred under any provision of this Agreement shall be additional to the rights conferred under any other provision of this Agreement with respect to the same matter.
  • 1.5 Any reference to a party in this Agreement shall include a reference to his successors in title and permitted assigns.
  • 1.6 This Agreement may be amended in accordance with its terms from time to time and is in addition to any other agreements which the Customer may have with Wiz including terms and conditions which are or may be prescribed by Wiz from time to time in respect of certain Accounts and/or Services and such agreements and terms and conditions shall be considered an integral part of this Agreement.

2. Application of Agreement

• • 2.1 This Agreement shall constitute an agreement between the Customer and Wiz (collectively the “Parties” and each a “Party”) and shall apply not only in relation to those Account(s) and Services currently requested or applied for by or for the Customer but also to any and all other Accounts currently maintained with Wiz by the Customer and all Services currently utilised by or for the Customer and all Accounts which may be subsequently opened or established and to other Services which have been or would be utilised by the Customer from time to time.
  • 2.2 In the event of any conflict or inconsistency between any of the provisions of this Agreement and any of the provisions of any previous or subsequent agreement between Wiz and the Customer with respect to any Account or Services, to the extent of such conflict or inconsistency:

(a) the provisions of this Agreement governing the usage and operation of any Account or Services through Application Portal shall prevail over any such previous or subsequent agreement governing the Account or Service; and

(b) the provisions of such previous or subsequent agreement governing the Account or Service will prevail over the provisions of this Agreement in all other situations.

• • 2.3 Notwithstanding anything to the contrary herein, the terms of this Agreement shall not affect or diminish in any way the rights of Wiz referred to or set out in the Website, including, but not limited to any and all exclusions, disclaimers and limitations of any liabilities of Wiz, referred to or set out in the Website.

3. Services

• • Wiz shall make available the Services to Customer. Wiz may without notice to Customer modify the range and selection of the Services provided. Customer agrees that it has no legitimate expectation as to the range and selection of the Services, as well as the time period for which such Services are provided.

4. Instructions

• • 4.1 The nature of the Services may require Customer to configure the particulars of the Services, and to provide scripts and flowcharts. Customer may from time to time make modifications to the configurations of the Services, or alter the scripts and/or flowcharts provided by way of Instructions and Wiz shall only accept an Instruction if it has been effected through Application Portal using the appropriate User ID(s) and Password(s) in accordance with the terms of this Agreement.
  • 4.2 Wiz may (but shall not be obliged to) rely and act upon or carry out any Instruction, and to the extent that any such Instruction is relied, acted upon or carried out by Wiz, then such Instruction shall be deemed to have been given by the Customer to Wiz, notwithstanding anything to the contrary.
  • 4.3 Subject to Wiz’s obligation under Clause 4.1 above, Wiz shall be under no obligation to check the authenticity of any Instruction or the authority of the person or persons giving such Instruction. Wiz shall otherwise be entitled (but not obliged) to verify and be satisfied with respect to:

(a) the identity of the person purporting to give any Instruction or the source and origin of any Instruction; and/or

(b) the representation of authority of any Customer User to act for the Customer.

and Wiz may defer relying or acting upon or carrying out any Instruction unless and until it is satisfied as to the matters on which it had sought verification regardless of whether it is under any obligation to the Customer to act upon or carry out that Instruction.

• • 4.4 In the event that Wiz decides to rely, act on or carry out any Instruction or is otherwise under an obligation to do so in relation to any Instruction, Wiz shall be allowed such amount of time to act on or carry out any Instruction as may be reasonable having regard to the systems and operations of Wiz and the other circumstances then prevailing and shall not be liable for any Loss arising from any delay on its part in acting on or carrying out any such Instruction.
  • 4.5 Wiz may, in its absolute discretion and without liability, refuse to act on or delay acting on any Instruction if it knows of or suspects a breach of security in respect of or in connection with Services generally or if it has terminated this Agreement pursuant to Clause 13 hereof. In the event Wiz does not act on or delay acting on an Instruction pursuant to the foregoing, the Customer shall be informed of this as soon as is reasonably possible.

5. Intellectual Property

• • 5.1 Title, Grant of Licence and Transfer of Risk. Except as otherwise specifically provided in this Agreement, no Party shall be deemed to have offered or granted to any other Party any rights or licenses under any present or future intellectual property disclosed or arising pursuant to this Agreement. Customer acknowledges that copyright and all other industrial, intellectual and marketing rights including all modifications made for Customer, are and shall remain the property of Wiz or its subcontractors. Customer has no right to copy, modify, reverse engineer or further develop the Application or Application Software. No title to intellectual property is transferred to Customer. Wiz shall have the right to obtain injunctive relief against any violation of the preceding license in addition to any other rights to which Wiz may be entitled.
  • 5.2 Right to Use Application Software of Wiz. Wiz grants to Customer, and Customer accepts, during the term of this Agreement, a personal, non-transferable and non-exclusive license, which gives Customer the right to use the Application in accordance with any applicable restrictions set forth herein. Customer’s rights granted under this Agreement are limited to the executable object code version of the Application Software, and Customer shall have no rights whatsoever with respect to any source code version of the Application Software. Customer shall not have the right to sublicense any of its rights granted with respect to the Application Software, nor shall Customer have the right to assign the license.
  • 5.3 Customer has no right to use, copy, display, or print the Application Software or any documentation provided, if any, in whole or in part, is granted, except as may be expressly stated in this Agreement. Customer is further prohibited from using the Application on a service bureau basis, or otherwise providing data caching and/or management functionality to third parties except as otherwise expressly permitted herein. Customer obtains no ownership rights in the Application. Wiz and/or its licensors reserve all rights not expressly granted herein.
  • 5.4 Customer shall not, and shall not permit others to, reverse engineer, modify, disassemble or reverse compile and assemble all or any portion of the Application.
  • 5.5 Customer shall use the same degree of care that it uses to protect its own business secrets and confidential information, but not less than a reasonable degree of care, to ensure that the Application and any documentation related to it (including any documentation provided, if any) are protected at all times from misuse, damage, theft or destruction by any person, and shall not permit any persons other than its authorized personnel to access or use the Application or the documentation thereof. Customer must immediately provide Wiz with any and all details of which the Customer becomes aware of regarding any unauthorized access, copying, modification or use of the Application or the documentation, or any breach of this Clause.
  • 5.6 Customer warrants that its use of the Application will not violate any law, regulation or treaties (including but not limited to data protection laws) and the use of the Application Software may only be for lawful purposes and that the Customer shall not use or authorise or permit anyone else to use the Application for any use which is prohibited by the Agreement.
  • 5.7 Technical Documentation. In the event Wiz provides Customer with any documentation. Customer acknowledges that such documentation contains the proprietary and confidential information of Wiz and its suppliers. Therefore, Customer shall not, without Wiz’s prior written consent, utilise, copy, reproduce or communicate to a third party any part of such documentation. In case of termination of the Services, Customer shall return, at his expense, all such documentation to Wiz and destroy any and all copies of such documentation.

6. Password and User ID

• • 6.1 The Customer undertakes to procure:

(a) that no person shall be permitted or shall have access or knowledge of any User ID or Password of any Customer User except such Customer User;

(b) that each Customer User:

(i) shall keep confidential and not divulge to any person the User ID and/or Password of such Customer User;

(ii) shall immediately memorise that User ID and Password and where applicable, destroy the envelope or document in which that User ID and Password are stated;

(iii) shall not record that User ID and/or Password in any form; and

(iv) shall immediately after such Customer User has reason to believe that any person may have acquired knowledge of that User ID and/or Password notify Wiz thereof.

• • 6.2 Wiz shall be entitled to rely on and treat any Instruction made, submitted or effected pursuant to the entry or use of the User ID and the Password of any Customer User or that Password alone as having been made, submitted or effected by that Customer User for and on behalf of the Customer unless notice of the disclosure or unauthorised use of the User ID and Password to effect any Instruction has been given by the Customer or that Customer User in such form and by such means as Wiz may deem satisfactory and has been received by Wiz within such amount of time in advance of such Instruction as Wiz would reasonably require (having regard to all the circumstances then prevailing) to enable it to take appropriate action to prevent such Instruction from being received, acted upon and implemented.

7. Security

• • 7.1 The Customer agrees to comply with and to procure that the Customer Users comply with the terms of this Agreement and any other instructions or recommendations Wiz may issue to the Customer regarding security in relation to use of Application Portal and the Services.
  • 7.2 The Customer acknowledges that security is a paramount concern in its access to and use of the Application Portal and/or the Services and agrees that it is solely responsible for the set-up, maintenance and review of its security arrangements concerning access to and use of Application Portal and the Services, its Equipment and information stored therein and the Customer’s and any of the Customer Users’ control of User ID, Passwords and access to Application Portal and/or the Services and for the Instructions and/or the transactions made or effected, or purported to be made or effected, by the Customer or the Customer Users. The Customer bears the risk of any unauthorised use and/or access to Application Portal and/or the Services, its Equipment and information stored therein, User ID, and/or Passwords.
  • 7.3 The Customer and/or the Customer Users must notify Wiz immediately if the Customer or any Customer User knows of or suspects any unauthorised access to Application Portal and/or the Services or any unauthorised transaction or Instruction or if the Customer suspects someone else knows the User ID and Passwords of one or more of the Customer Users. In the event of any such breach or suspected breach of security, the Customer must ensure that all the Customer Users change their Passwords immediately. The Customer agrees to comply immediately with all reasonable requests for assistance from Wiz and/or the authorities (including the police, among others) in trying to recover any losses or identify actual or potential breaches of security.
  • 7.4 If a Customer User is leaving the employ of the Customer or is no longer authorised or instructed by the Customer to utilise Application Portal and/or the Services for any reason whatsoever or if the Customer suspects any impropriety on the part of any Customer User in connection with the use of Application Portal and/or the Services, the Customer must immediately:

(a) inform Wiz of any aforesaid eventuality;

(b) take all steps to ensure that the Customer User is replaced; and

(c) prevent further access to Application Portal and/or the Services, including but not limited to submitting a request or Instruction to Wiz to revoke the Customer User’s User ID and Password.

• • 7.5 The Customer hereby requests and authorises Wiz from time to time without further authority or notice from the Customer to: (a) act upon any request or Instruction to re-set any User ID, Password; and/or (b) specify the mode of which the Customer can make such request or Instruction. In addition, the Customer agrees that Wiz shall not be liable to the Customer or any third party for any Loss or damage suffered by the Customer or any third party arising from any such request or Instruction being unauthorised or fraudulent or otherwise.
  • 7.6 The Customer shall comply with the applicable authentication methods or any other methods implemented by Wiz from time to time.

8. Customer’s Other Obligations

• • 8.1 The Customer shall not use or disclose any material and/or information on the Website pertaining to Application Portal and/or the Services other than to access and use the Application and/or the Services. In addition, the Customer shall procure that none of the Customer Users shall use or disclose any material and/or information on the Website pertaining to Application and/or the Services other than to access and use the Application and/or the Services. The Customer further undertakes not to reproduce, sell, distribute or in any way whatsoever allow any third party access to the aforesaid material and/or information provided by Wiz on or via Application Portal.
  • 8.2 The copyright in and to the contents of the Website (save for information pertinent to the Customer’s Account(s)) is owned by or licensed for use by Wiz. No part or parts of such contents may be reproduced, distributed, published, modified, displayed, broadcasted, hyperlinked or transmitted in any manner or by any means stored in an information retrieval system without the prior written consent of Wiz. The trade and service marks displayed on the Website are the sole and exclusive property of Wiz and/or other relevant third parties. No right or licence is given for any reproduction or use of any such trade and service marks.
  • 8.3 In the event that the Customer, or any of the Customer Users receives or retrieves any data or information from the Application Portal, or through the use of Application or Services that is not intended for the Customer, the Customer shall immediately notify Wiz, and procure that Wiz is notified, of such receipt or retrieval of such information, and delete and destroy and procure the deletion and destruction of such information.
  • 8.4 The Customer shall respond promptly to all enquiries and communications from Wiz regarding Application Portal, Application and the Services.
  • 8.5 The Customer shall ensure that:

(a) any person appointed by the Customer as the Customer User has sufficient knowledge and skill to properly operate and maintain all Equipment and software installed or used by the Customer to enable the Customer to access and utilise Application and the Services;

(b) every Customer User acquires full and complete knowledge of all features and settings of all Application Software before the Customer commences utilising Application or any Service; and

(c) every Customer User shall operate and maintain all such Equipment and software referred to in Clause 8.5 (a) above competently and properly and in accordance with the requirements of the Customer and with such procedures and requirements as may be stipulated from time to time by Wiz with respect to Application or any Service.

9. Electronic notices.

• • The Customer acknowledges and agrees that as part of the Services, notices may be sent from time to time to the Customer through various electronic mediums including but not limited to emails and text messaging including WhatsApp, and WeChat. Wiz shall not be liable to the Customer or any third party for any Loss caused by or arising from any inaccurate or incomplete content in these notices, non-delivery or delayed delivery of any notice, suffered by the Customer or any other party. If Customer wishes to receive such notices, the Customer shall be responsible to configure and test its Equipment and the settings on the Application Portal to receive the same.

10. Warranties

• • The Customer warrants that the Customer, Company Administrator, Company User shall not directly or indirectly utilize the Services, Application, and/or Application Portal in any manner that is illegal under any Applicable Laws, or infringes applicable prevailing ethical standards, or is in the reasonable opinion of Wiz harms the reputation of either Customer or Wiz, including without limitation to (a) to carry out cold-calling unlawfully; (b)to assist in political activity or political activism; and (c) to infringe rights of any entity or person.

11. Fees and Reimbursements

• • 11.1 The Customer shall pay Wiz all fees and other charges at such rates in advance and in such manner as Wiz may impose and stipulate from time to time with respect to:

(a) the provision of the Services;

(b) such other matters and transactions as Wiz may determine from time to time that fees or charges will apply.

• • 11.2 Wiz shall be entitled to charge the Customer any goods and services tax or value added or other similar tax imposed by any Applicable Laws on any fees or charges payable by the Customer to it or for the provision of any Service or other service to the Customer.
  • 11.3 The Customer shall reimburse Wiz for any and all disbursements, costs and/or other expenses incurred by it in connection with:

(a) the execution or implementation of any Instruction; or

(b) such other matters or transactions as it may determine from time to time.

Where Wiz is of the opinion that it may incur out-of-pocket expenses, Wiz may collect in advance a reasonable amount to cover such expenses, and make the provision of Services conditional upon the payment of such amount. Where such amount is requested from Customer, Customer shall pay such amount promptly to avoid interruption of Services.

• • 11.4 In the event of any dispute over the amount invoiced, Customer shall make payment full payment of such invoice and Wiz will refund the excess funds (if any) to Customer only upon satisfactory resolution of such dispute between the Parties.
  • 11.5 In the event payment for an invoice is not received within thirty (30) days from the specified invoice date (“Invoice Date”) Wiz shall be entitled to:

(a) suspend provision of the Services and/or Application Portal to the Customer until all sums due are paid in full; and

(b) Wiz shall be entitled to charge a penalty fee for late payment at simple interest of 2% per month on such unpaid amount.

• • 11.6 If Customer disagrees with or questions any amount due under an invoice submitted by Wiz, Customer must communicate such disagreement or objection to Wiz, in writing, within ten (10) days of such Invoice Date. Customer will be deemed to have waived any claim if no communication was made within that period. All fees are non-refundable. Wiz may charge additional fees for exceptions in processing, setup, and other special services (including optional add-on services requested by the Customer).
  • 11.7 Wiz reserves the right to revise the fees for its Services from time to time. Customer will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase is not acceptable to Customer, Customer may cancel the Services as provided herein prior to the time when such fee increase takes effect. Customer’s continued use of the Services beyond the cancellation window constitutes Customer’s agreement to those changes.
  • 11.8 Termination & Fees.

(a) In the event Customer elects to terminate the Services and does not satisfy all notice requirements set out in this Agreement, Customer is liable to pay a fee (“Early Termination Fee”) which shall be SGD$5,000 or such other amount set by Wiz by notice to Customer. The Early Termination Fee shall be due for payment one (1) week before Customer’s last day of using the Services or Application Portal, whichever the earlier (“Deemed Termination Date”).

(b) In the event Customer elects to terminate the Services and satisfies all notice requirements set out in this Agreement, there shall be no Early Termination Fee.

(c) In all cases, Customer shall make full payment towards Wiz’s invoices, including any penalty fees charged, within one (1) month from (i) the Deemed Termination Date or (ii) the specified payment date of a Wiz invoice, whichever the earlier.

(d) Upon termination of the Services, on a case-by-case basis and at Wiz’s sole and absolute discretion, Wiz may reimburse Customer such portion of fees that Customer had paid in advance in accordance with Wiz’s prevailing refund policy. Wiz’s refund policy will be available upon request and may be amended from time to time.

• • 11.9 Transition. In connection with the termination of the Services, prior to the last day of each relevant Service period or after the expiry of such period, the Customer will cooperate fully with Wiz to enable and facilitate Wiz to transfer all data, records, files and other information received or processed by Wiz (if any) residing in any equipment in Wiz premise, or otherwise is within Wiz’s control, as soon as practicable (but in any case no longer than one (1) month).

12. Authorisation to Disclose Information

• • 12.1 The Customer expressly and irrevocably authorises and permits Wiz and each of its Officers to divulge, reveal or disclose, without incurring any liability of whatsoever nature, any and all of the particulars and information relating to the Customer, any Customer User (and the Customer shall obtain such Customer User’s consent to such disclosure) at any time and from time to time to:

(a) any corporation which is deemed to be a related corporation of Wiz by virtue of section 6 of the Singapore Companies Act, Cap. 50, or other Applicable Laws;

(b) any Customer Affiliate which accesses and utilises Application Portal and Services;

(c) all courts, governmental agencies and lawful authorities in Singapore and elsewhere where the disclosure is required by the Applicable Laws;

(d) any person which Wiz or any Officer in good faith considers to be appropriate for the purpose of providing the Services, including any agents, contractors or third party service provider which have agreed to perform works or services for the Wiz in connection with and which affect or may affect the operation of Service or Application Portal;

(e) any person in connection with the provision by Wiz of any service to the Customer or any person who owns, operates, provides or maintains any part of any Equipment relevant to the provision of Application Portal or any Service;

(f) any guarantor or surety of any indebtedness, liability or obligation of the Customer, including any person who provides any security to Wiz for any such indebtedness, liability or obligation;

(g) any depository system for the purposes of storing or transferring such information to Wiz;

(h) to Wiz’s professional advisors; or

(i) any other person at any time where the particulars of any Account were inadvertently divulged, revealed or disclosed to or accessed by such person through no wilful default of Wiz or its relevant Officer(s).

For the purposes of this Clause 12.1, “Customer Affiliate” means any person, body corporate, partnership, firm or other entity:

(i) in which the Customer directly or indirectly owns more than half the capital or business assets, or which directly or indirectly owns more than half the capital or business assets of the Customer; or

(ii) in which the Customer directly or indirectly has the power to exercise fifty percent (50%) or more of the voting rights in such entity, or which directly or indirectly has the power to exercise fifty percent (50%) or more of the voting rights in the Customer; or

(iii) in which the Customer directly or indirectly has the legal power to direct or cause the direction or general management or affairs of the entity in question, or which directly or indirectly has the legal power to direct or cause the direction or general management or affairs of the Customer; or

(iv) in which the Customer directly or indirectly has the power to appoint more than half the members of the supervisory board, board of directors or bodies legally representing such entity, or which directly or indirectly has the power to appoint more than half the members of the supervisory board, board of directors or bodies legally representing the Customer; or

(v) in which the Customer directly or indirectly has the right to manage the business of such entity, or which directly or indirectly has the right to manage the business of the Customer.

• • 12.2 The provisions of Clause 12.1 are in addition to any other authorisations and consents of the Customer to Wiz with respect to the use and/or disclosure of information relating to the Customer, any Customer User, any Service or Account or any Instruction.

13. Suspension, Variation and Termination of Services and Other Provisions

• • 13.1 Application Portal may be suspended or terminated by Wiz at any time either with respect to any Application, Service or any service or facility provided through Application Portal or generally, without any prior notice being given to the Customer.
  • 13.2 Application Portal may be varied by Wiz at any time either with respect to any Service or any service or facility provided through Application Portal or generally by giving notice thereof to the Customer.
  • 13.3 The Customer may terminate the Services by giving at least thirty (30) days prior written notice thereof to Wiz, or such other notice period applicable for a particular Service as may be notified to Customer, or agreed with the Customer, as the case may be.
  • 13.4 Wiz may terminate this Agreement with immediate effect by notice to the Customer, if the Customer commits a material breach of this Agreement or the Customer, under the laws of any applicable jurisdiction: (a) becomes or is deemed insolvent; (b) becomes or is deemed unable to pay its debts; (c) files for winding up or has been ordered to be wound up pursuant to a court order; (d) has a receiver, liquidator, provisional liquidator, or administrator appointed over any of its assets or undertakings; (e) enters into an arrangement with any creditors or class of creditors; (f) enters into judicial management; or (g) ceases to do business.
  • 13.5 Termination shall be without prejudice to any rights of either Party which may have accrued up to the date of such termination and the rights to terminate this Agreement are not intended to be exclusive but shall be in addition to every other remedy or right now or hereafter existing.
  • 13.6 The Customer must ensure that neither it, the Customer Users, any employees, agents or representatives do anything on or after termination of this Agreement which will result in the security of Application Portal or the systems or securities of any other Application Portal customers being compromised.
  • 13.7 Where the Customer utilises any Service or any service or facility provided through Application Portal, the Customer shall be deemed to have agreed to all the terms and conditions relating to the provision of such Service or service or facility which are then imposed by Wiz providing such Service, service or facility.
  • 13.8 The hours of operation of Application Portal are subject to change without prior notice to the Customer. Wiz shall use reasonable endeavours to ensure that Application Portal will be available during the times set out in Application Portal or elsewhere provided that nothing herein shall be considered or be deemed as a warranty by Wiz that Application Portal will be available (whether uninterrupted or available at all) during such specified times.

14. Exclusions

• • 14.1 In addition and without prejudice to any other right or remedy which Wiz may have (at law or otherwise), so long as Wiz acts in good faith in the provision of the Services, or in acting upon or carrying out any Instruction, Wiz shall not be liable to the Customer in any respect for any Loss suffered by the Customer caused by or arising in any way from Wiz’s execution or implementation of that Instruction, the provision of Services, or any matter arising therefrom and notwithstanding any breach by Wiz of its obligations to the Customer.
  • 14.2 Without prejudice to any provision in this Agreement, Wiz shall not be liable to the Customer for any Loss caused by or arising from any one or more of the following events or matters, howsoever caused or occurring:

(a) any incompatibility between the Customer’s Equipment and Application Portal, including but not limited to any adverse outcome, damage, loss, disruption, violation, irregularity or failure arising from the use of or reliance on computer hardware, software, mobile devices, electronic devices, online networks and/or Internet browsers;

(b) any breakdown, disruption or failure of any software (including any Application Portal Software) or any Equipment (whether or not owned, operated or maintained by Wiz, the Customer, any Customer User, or any other person and whether or not used in the provision or operation of any Account or Service), including but not limited to:

(i) the inability or failure of any such software, Equipment to accept and/or recognise and/or properly and accurately store, process and/or transmit dates or data incorporating or relying on dates, or the processing, storage and/or transmission of any inaccurate date or data by virtue of such inability or failure of any such Equipment;

(ii) the failure of any such software, Equipment to accept, recognise or process any Password or User ID or Instruction; and

(iii) the transmission of any virus to any such software, Equipment;

(c) any unauthorised or negligent use and/or access to information relating to the Customer’s Account(s), Instructions and other instructions issued by the Customer to Wiz as a result of the Customer’s use of Application Portal (except where such access is obtained as a result of Wiz’s gross negligence or wilful default);

(d) any loss or theft of any Customer User’s User ID(s), and/or Password(s);

(e) any failure or refusal by Wiz to effect any instructions given by the Customer or any Instructions, due to any order of court, any authority’s order, notice, directive or any statute, regulation or by-law;

(f) any error(s) in transmission of the Customer’s Instructions or any other instructions, data or information of the Customer’s that ought to be transmitted through Application Portal;

(g) any inaccurate, garbled or incomplete Instructions or any other instructions, data or information that might be transmitted through the Application Portal by the Customer or any Customer User to Wiz;

(h) any failure of the Customer to follow the latest instructions, procedures, directions or recommendation for using the Application Portal;

(i) any delay in the payment, delivery or non-delivery of any document or material whatsoever under this Agreement, including any delay by third parties;

(j) any delay or refusal by the Customer to execute Instructions or other instructions that might be transmitted through Application Portal;

(k) any loss resulting from the Customer’s reliance on any news, reports or any other information that may be provided as part of, or by means of the Services or Application Portal;

(l) any loss associated with systems failures, processing errors, software defects, operating mistake, , capacity, inadequacies, network vulnerabilities, control weaknesses, security shortcomings, malicious attacks, hacking incidents, fraudulent actions and inadequate recovery capabilities which may arise despite Wiz’s best efforts;

(m) any disclosure of any information to third parties arising as a result of the Customer’s or any Customer User’s negligence or failure to keep the User ID(s), and Password(s) confidential; (n) any cessation, interruption or delay in transmission or any wrongful interception of any Instruction through any Equipment (whether or not owned, operated or maintained by Wiz or by any other person and whether or not used in the provision or operation of any Account, Service or Application Portal);

(o) any corruption or loss of any data (whether stored in any Equipment, whether belonging to or operated by Wiz or the Customer) or Instruction or in the course of transmission thereof through any Equipment used or operated by the Wiz or any other person whether or not in connection with any Account or the provision or operation of any Service or Application Portal, including any errors generated in the transmission of any data or Instruction;

(p) any cessation or interruption of the availability or operation of Application Portal;

(q) any failure or refusal of Wiz or any other person to accept or honour any Instruction;

(r) any inaccuracy or incompleteness in any information obtained from the use of any facility or service comprising the Services; and

(s) any breach of any of Wiz’s obligations or duties to the Customer caused by or arising from any one or more of the events or matters set out in any one or more of the foregoing sub-paragraphs of this Clause 14.2.

• • 14.3 Without prejudice to the generality of the foregoing and notwithstanding any provision to the contrary in this Agreement or in any other agreement between Wiz and the Customer, Wiz shall in any event be liable to the Customer for any indirect, special or consequential Loss, or for punitive damages, whether arising from any breach of Wiz’s obligations to the Customer or otherwise.
  • 14.4 No representation or warranty is made or given by Wiz to the Customer or any person and no obligation or liability is assumed by Wiz to the Customer or any person as regards the availability, uptime, or continued availability or operation of any Service or any service or facility through Application Portal or any Equipment (whether or not provided, operated or maintained by Wiz or otherwise) notwithstanding any provision to the contrary in this Agreement.
  • 14.5 WITHOUT PREJUDICE TO ANYTHING HEREIN, THE CUSTOMER SHALL NOT MAKE ANY CLAIM OR COMMENCE ANY LEGAL PROCEEDINGS AGAINST WIZ IN RESPECT OF ANY LOSS INCURRED OR SUFFERED BY THE PROVISION OR UTILISATION OF APPLICATION PORTAL OR ANY TRANSACTION EFFECTED THROUGH APPLICATION PORTAL FOR WHICH WIZ IS LIABLE TO THE CUSTOMER, MORE THAN ONE (1) YEAR AFTER THE LATER OF (a) THE DATE WHEN THE EVENT CAUSING SUCH LOSS OCCURRED; AND (b) THE DATE OF SUCH TRANSACTION. ANY LIABILITY OF WIZ TO THE CUSTOMER IN RESPECT OF ANY SUCH LOSS SHALL BE LIMITED TO THE SUM EQUIVALENT TO THREE TIMES THE PREVAILING MONTHLY SUBSCRIPTION FEES FOR THE RELEVANT SERVICE.

15. General Indemnity

• • In addition and without prejudice to any other right or remedy of Wiz (whether under any other provisions of this Agreement or otherwise) the Customer shall indemnify and hold Wiz harmless from and against any and all Loss suffered or incurred by Wiz as a result of any of the following:

(a) any failure by the Customer to comply with any of the terms and conditions of this Agreement;

(b) any act or default of the Customer User in the operation and use of any system or software (including any Application Software) installed or used by the Customer;

(c) Wiz relying or acting on or carrying out any Instruction in any manner permitted under this Agreement;

(d) any change in any Applicable Laws;

(e) any act, omission or thing done or caused to be done by Wiz in connection with or referable to this Agreement or any Account or Service through no wilful default of Wiz, including but not limited to the disclosure by any Officer to any person of any information relating to any Service or Account or Instruction, whether by inadvertence or otherwise; or

(f) any virus, default, defect, deficiency or malfunction in and or any breakdown, disruption or failure of any software (including any Application Software) or any Equipment owned, operated and/or maintained by or on behalf of Wiz, due to or caused by the Customer or any of the Customer Users accessing and/or utilising Application Portal.

16. Force Majeure

• • In the event that Wiz is unable to observe or perform the terms of this Agreement, whether in whole or in part, by reason of causes beyond its reasonable control, including (but not limited to) Equipment or transmission link malfunction or failure, fire, flood, explosion, acts of elements, acts of God, acts of terrorism, war (declared or undeclared), accidents, epidemics, strikes, lockouts, power blackouts or failure, labour disputes, acts, demands or requirements of the Singapore Government or any other government or authority, or by other causes which it cannot reasonably be expected to avoid, the performance of Wiz’s obligations as they are affected by such causes shall be excused for the duration of the abovementioned disabling events. Wiz shall not be liable for any delay, loss, damage or inconvenience whatsoever and howsoever caused by or arising from or in connection with any of the abovementioned disabling events.

17. Miscellaneous

• • 17.1 Wiz may amend, vary or supplement any terms or conditions of this Agreement by giving notice thereof to the Customer by any means that Wiz deems fit, and any such amendment, variation or supplement shall take effect as between the Customer and Wiz as from the date specified in such notice or in the absence thereof as from the date of such notice.
  • 17.2 If any of the terms and conditions of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the same shall not affect the legality, validity or enforceability of any other term or condition.
  • 17.3 No failure to exercise or enforce and no delay in exercising or enforcing on the part of Wiz of its rights under any of the terms and conditions of this Agreement or relating to any Account or Service shall operate as a waiver thereof nor shall it in any way prejudice or affect the right of Wiz afterwards to act strictly in accordance with the powers conferred on Wiz under such terms and conditions.
  • 17.4 This Agreement may, at Wiz’s discretion, be translated into a language other than the English language. The Customer agrees that such translation shall only be for its convenience and the English text shall prevail in the event of any ambiguity, discrepancy or omission as between the English text and any translated text.
  • 17.5 Without prejudice to the generality of Clause 17.1 above, any and all notices to be given under this Agreement may be communicated by post, facsimile transmission, electronic mail or through Application Portal or by online messages posted on the Website. If by post the notice will be taken to have been received forty-eight (48) hours after posting by Wiz to the postal address most recently notified by the Customer and if by facsimile transmission, electronic mail, through Application Portal or by online messages posted on the Website, immediately on despatch.
  • 17.6 Where the Customer is a partnership, this Agreement will continue in force unless revoked by notice given by any one partner, notwithstanding any change of name of partnership, admission of new partner(s) or any partner ceasing to be a member of the partnership by reason of death or otherwise.
  • 17.7 Where Wiz introduces new services as part of the Services, Wiz may provide them on supplementary terms which will be notified to the Customer in accordance with this Agreement.
  • 17.8 Subject to the applicable laws of evidence, each Party agrees not to object to admission of the records (including computer records) of the other as evidence in legal proceedings.
  • 17.9 The Customer agrees not to dispute the validity, accuracy or authenticity of any evidence of Instructions and communications transmitted electronically between the Parties, including such evidence in the form of Wiz’s computer records of transaction logs, magnetic tapes, cartridges, computer printouts, copies of any communication, or any other form of information storage.
  • 17.10 The Customer also agrees to refer to and to treat all such records or logs, tapes, cartridges, computer printouts, copies or other form of information storage as conclusive evidence of all Customer Instructions and other communications received or sent by Wiz. The Customer further agrees that all such records shall be binding upon the Customer and that the Customer will not be entitled to dispute the validity or authenticity of the same.
  • 17.11 All Instructions and communications that meet the operating standards and requirements of Wiz shall be deemed to be as good as, and given the same effect as, written and/or signed documentary communications by Wiz.
  • 17.12 Nothing in this Agreement shall affect any right of set-off or combination which Wiz has in relation to any Accounts which the Customer accesses through Application Portal.

18. Contracts (Rights of Third Parties)

• • A person who or which is not party to this Agreement shall not have any right to enforce any provision of this Agreement.

19. Governing Law and Jurisdiction

• • 19.1 This Agreement shall be governed by and construed in accordance with the laws the Republic of Singapore.
  • 19.2 The Customer submits to the non-exclusive jurisdiction of the courts of the Republic of Singapore.

20. Personal Data Protection

• • 20.1 The Parties agree to comply with all applicable data protection and other laws to the same or similar purpose in all relevant jurisdictions.
  • 20.2 The Customer agrees to the prevailing privacy policies, as may be amended from time to time. The Customer represents, undertakes and warrants that it shall comply with its obligations under the privacy policies.
  • 20.3 Without prejudice to the foregoing sub-clauses, the Customer shall not do anything and not omit to do anything that will cause Wiz and/or their related corporations to be in breach of any applicable data protection law.
  • 20.4 Notwithstanding anything to the contrary, the Customer undertakes to indemnify and at all times hereafter to keep Wiz and their related corporations (together with their respective officers, employees and agents) (each an “Injured Party”) indemnified against any and all Losses which may be suffered or incurred by the Injured Party or asserted against the Injured Party by any person or entity (including but not limited to the Customer, his/her agents) whatsoever, in respect of any matter or event whatsoever arising out of, in the course of, by reason of or in respect of:

(a) any breach of any of the provisions in this Clause; and/or

(b) any action or omission by the Customer, that causes Wiz and/or any of their related corporations to be in breach of any applicable data protection law.