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
“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..
2. Application of Agreement
(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.
(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.
5. Intellectual Property
6. Password and User ID
(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.
(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.
8. Customer’s Other Obligations
(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.
11. Fees and Reimbursements
(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.
(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.
(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.
(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.
12. Authorisation to Disclose Information
(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.
13. Suspension, Variation and Termination of Services and Other Provisions
(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.
15. General Indemnity
(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
18. Contracts (Rights of Third Parties)
19. Governing Law and Jurisdiction
20. Personal Data Protection
(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.