Terms and Conditions
SELLERCRAFT SOLUTIONS SOFTWARE-AS-A-SERVICE LICENSING TERMS AND CONDITIONS
1) This Sellercraft Solutions Software-as-a-Service Licensing Terms and Conditions (“Terms”) is agreed by NV Digital Solutions (the “Licensor”) and you as the SaaS Product user (the “Customer”), and exclusively sets out the Licensor’s and Customer’s rights and obligations in relation to the Approved Users’ use of the SaaS Product (as described in the SaaS Product Schedule) as permitted by the Licensor pursuant to the terms herein.
2) All capitalised words in these Terms shall have the meaning stated in the Definitions Schedule.
3) The Customer agrees that the Licensor may in its absolute discretion vary, including by way of addition, omission or any other modification, the Terms without prior notice to the Customer or Approved Users. The Customer agrees that it is bound by any such varied Terms when it continues using the SaaS Product and will ensure that it checks for any varied Terms and ensure that it is fully aware of them. No amendment by the Customer of the Terms is valid unless accepted by the Licensor in writing.
4) During the term of this Agreement and provided that Approved Users complete the User Onboarding Steps, the Licensor permits the Approved Users to access and use the SaaS Product for the functionality described in the SaaS Product Schedule, which the Customer accepts without any reservation. This permission is given by the Licensor to the Approved Users on the following basis:
4.1. The SaaS Product is accessible and may be used by the Approved Users through an internet- based interface and computer application (installed on a computing machine or mobile device operating on Mac, Windows, iOS or Android operating system) but without any uptime guarantee.
4.2. The access and use of the SaaS Product requires reliable and secure internet access to be provided and maintained by the Approved Users, and is not the responsibility of the Licensor.
4.3. The permission given to the Approved Users is on a non-exclusive, non-sublicensable, non- transferable and revocable basis and additionally on the basis that the Customer procure the Approved Users to comply with the terms of this Agreement.
4.4. Licensor is entitled to treat all persons who logged onto the Customer’s SaaS Product accounts as the Approved Users of the Customer.
4.5. The permission from the Licensor may be revoked or suspended at any time in accordance with paragraph 6 below.
4.6. Reasonable efforts will be provided to support the use of the SaaS Product within 48 hours from the Licensor’s receipt of a support ticket, but such support is not guaranteed and will be provided remotely and in the absolute discretion of the Licensor. The Licensor may notify the Approved Users of the manner to obtain support through the SaaS Product or any other means.
4.7. The Licensor may in its discretion suspend access to the SaaS Product for maintenance and upgrades and, unless in the case of an emergency, the Licensor will provide advance notice to the Approved Users.
4.8. The Licensor may in its discretion host the SaaS Product through any cloud storage and v.REG/CC/02/23 hosting services provider or on its own servers.
4.9. The Licensor provides no guarantee or warranty whatsoever with regards to the security or safety of accessing and using the SaaS Product.
4.10. The Licensor may in its absolute discretion vary the functionality of the SaaS Product, including but not limited to adding or omitting functionalities, without prior notice to the Customer and Approved Users. The Approved Users’ access and use of the varied functionalities shall be governed by this Terms.
4.11. The Licensor does not warrant or guarantee that the Customer’s commercial and customer data on the SaaS Product would be secure, corrupt-free or virus-free.
4.12. The Licensor is not obliged to verify that the persons logging in to the Customer’s SaaS Product account are Approved Users, and the Licensor is entitled to rely on the inputs of such Approved Users into the said account and treat these inputs as the Customer’s inputs.
4.13. The SaaS Product is provided by the Licensor is on an ‘as-is’ basis and the Licensor is not obliged to rectify any bugs or provide any software-related maintenance or updates.
4.14. The Customer shall pay the SaaS Product subscription and other fees imposed by the Licensor from time-to-time, and the Licensor may in its absolute discretion vary such fees.
4.15. The Licensor is not obliged to off-board, retain or transfer the Customer’s data in the SaaS Product if the Customer is terminated under the Agreement or the Customer ceases to use the SaaS Product and shall not be liable for any loss of the Customer’s data as a result.
5) The Customer agrees to the following representations and/or warranties:
5.1. The Customer unequivocally agrees and accepts the basis upon which it is permitted to use the SaaS Product as set out in paragraph 4 above.
5.2. The Customer will provide all computing hardware and software, and reliable and secure internet connection to use the SaaS Product.
5.3. The Customer shall complete all onboarding steps or account set up and management steps that the Licensor requires.
5.4. The Customer will access and use the SaaS Product for a legal and bona fide commercial purpose and activity, and will ensure it has all approved licenses and permits to operate such activity.
5.5. The Customer will secure and safeguard its login credentials and will ensure that only Approved Users have access to the login credentials and use the Customer’s SaaS Product account.
5.6. The Customer is responsible for all use of and inputs by the Approved Users into the SaaS Product account regardless of whether there is express approval by the Customer of such use and inputs.
5.7. The Customer shall not, and shall procure that its Approved Users will not, share its SaaS Product account with any third party unless prior written consent from the Licensor has been obtained and the Customer has procured such third party to undertake that it is aware of, shall comply with and be bound by this Terms.
5.9. The Customer shall, and shall procure its Approved Users to, input only truthful and v.REG/CC/02/23 complete data into the SaaS Product.
5.10. The Customer shall immediately comply with any request by the Licensor for documents and information regarding Customer’s and Approved Users’ use of and input into the SaaS Product.
5.11. The Customer shall not, and shall procure that its Approved Users will not, access or use the SaaS Product for any illegal or immoral purpose.
5.12. The Customer shall not, and shall procure that its Approved Users will not, introduce any computer virus or code to the SaaS Product or the Licensor’s network or computing systems.
5.13. The Customer shall not, and shall procure that its Approved Users will not, reverse engineer or otherwise copy the SaaS Product and agrees that the SaaS Product is the proprietary software and intellectual property rights of the Licensor.
5.14. Other than the Customer referring to the use of the SaaS Product in its business activity, the Customer shall not, and shall procure that its Approved Users will not, use or otherwise infringe the trademarks and other intellectual property rights of the Licensor.
5.15. Other than the permission to access and use the SaaS Product in accordance with this Terms, no other license or permission in relation to the Licensor’s intellectual property rights is provided to the Customer under this Terms.
6) The Licensor may in its absolute discretion terminate or suspend the Customer’s access or use of the SaaS Product in one or more of the following circumstances:
6.1. The Licensor is aware of or reasonably suspects the Customer to be in breach of the Terms.
6.2. The Licensor is aware of or reasonably suspects that any of the Approved Users are using the SaaS Product in a manner that is contrary to the Terms.
6.3. The Licensor in its absolute discretion decommission the SaaS Product.
6.4. The Customer owes any due and payable amounts to the Licensor, or its affiliates, whether under this Terms or any other circumstances.
6.5. The Customer’s SaaS Product account remains inactive or dormant for a continuous period of 90 days.
6.6 If the use of the SaaS Product is unavailable by reason of a Force Majeure Event, Licensor’s obligation under this Terms shall be immediately suspended for the period tha the Force Majeure Event subsists, and Licensor shall not be liable to Customer for any losses and damages whatsoever.
If Licensor invokes its right to terminate or suspend in accordance with this paragraph 6, the Customer agrees that the Licensor has no liability whatsoever to the Approved User, no refund of any service fees paid by the Customer, whether utilized or otherwise, will be provided.
7) The Customer agrees to indemnify and hold harmless the Licensor, and its affiliates, employees, contractors and suppliers, in relation to any losses, costs and damage that may be suffered as a result of the Customer breaching these Terms or any Approved Users using the SaaS Product in a manner that is contrary to these Terms.
8) The Customer agrees that, except where provided for in these Terms, the Licensor is not liable to the Customer and its’ employees, officers, affiliates and contractors, or any Approved Users in respect of any direct or indirect losses and damages.
9) The term of this Agreement shall commence on the Commencement Date and subsist unless terminated by either the Licensor or the Customer by way of written notice to the other party, provided that, where the Customer has unutilised prepaid services or credits, Licensor may only terminate the Agreement in accordance with Clause 6 and the Customer is deemed to have terminated this Agreement by not renewing its subscription.
8) These Terms are governed by the laws of the Republic of Singapore. Any dispute arising out of or in connection with this Terms, including any question regarding the existence, validity or termination of contract, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The venue of arbitration shall be Singapore.
The capitalised words in the Terms shall have meanings as follows:
Approved Users means any of Customer’s employees, staff, clients, agents and contractors (including freelancers and collaborators) who are authorised by the Customer to use the SaaS Product and if the Customer is a natural person, the Customer.
Force Majeure Event means an event that is beyond the reasonable control of a party which includes but not limited to civil unrest, war, governmental regulations, inspections by authorities, pandemic- related measures, natural disaster and acts of God, etc.
SaaS Product means the Sellercraft Solutions offered by the Licensor in accordance with the Terms.
Terms means Sellercraft Solutions Software-as-a-Service Licensing Terms and Conditions and its Schedules.
User Onboarding Steps means all information and documents required to be furnished by the Approved User prior to any further access or use of the SaaS Product.
SaaS Product Schedule
The SaaS Product has, amongst others, the following functionality, which may be varied by the Licensor from time-to-time without prior notice:
1. Connectivity to selected e-commerce marketplaces and/or platforms.
2. E-commerce listing, cataloguing and pricing operations.
3. E-commerce order and inventory management.
4. Synchronisation of data for catalogue and orders for connected e-commerce marketplaces.
When the Customer or Approved Users completes the User Onboarding Steps or otherwise accesses or uses the SaaS Product, the Approved Users provide the Licensor with personal data which the Licensor uses to facilitate the Approved Users’ use of the SaaS Product.
Depending on the nature and use of the SaaS Product, the Approved User may provide information to the Licensor, such as: Approved Users’ name, username, email address, phone number, location, physical address, company name, and payment information such as bank account information or credit card details.
The Licensor may also collect information passively via cookies, such as: authentication and security credential information, device location, device information such as browser type and version, operating system, or time zone setting, network and connection information such as Internet Protocol (IP) address used to connect the device to the internet for authentication and security purposes, to recognise a browser, device, or location, to keep track of any specified preferences, or to conduct research and diagnostic purposes.
Where the Approved Users provide the Licensor with any personal data that does not belong to the Approved Users, the Approved Users warrant that it has obtained the consent of the owner of the personal data before collecting, using, or disclosing such personal data, notified the owner of the personal data that their personal data will be used by the Licensor or similar provider for the purposes of the Approved Users’ use of the SaaS Product, and that such personal data collected is accurate and complete.
The Licensor uses personal data provided by the Approved Users for the purpose of facilitating the Customer’s and/or Approved Users’ use of the SaaS Product. Such purposes include providing the SaaS Product in accordance with the terms of the Licensing Agreement, using the personal data to verify the Approved Users’ login credentials, communication with the Approved Users about the SaaS Product, addressing service or technical issues, providing technical support to the Approved Users, responding to the Approved Users’ queries or instructions, analysis and improvement of the SaaS Product, disputes arising from the use of the SaaS Product, or for keeping such records as may be permitted under any applicable law.
Where the Licensor shares personal data with third parties, such third parties are either subject to corresponding contractual obligations and/or following standards of protection similar to those described herein.
- Affiliates: The Licensor may share the Approved Users’ personal data with its affiliates to facilitate the services provided by the SaaS Product, depending on the location in which the Approved Users are located.
- Third parties: The Licensor may engage other companies or individuals for its business purposes or operational support in the provision of the SaaS Product. For example, other SaaS product providers, and providers who assist in processing payments, analysing data. Such third parties may be given access to the Approved Users’ personal data for the limited purposes of carrying out the functions which the Licensor engages them for.
- Authorities: The Licensor may be required to share the Approved Users’ personal data at the request of relevant authorities or law enforcement agencies to comply with any legal or regulatory requirements which the Licensor may be subject to.
- Others: The Licensor may also share the Approved Users’ personal data with any other party to whom the Approved User has provided its consent for disclosure.
Storage and Security
The Licensor is located in Singapore and its affiliates are located in various jurisdictions in the region. The SaaS Product is hosted in the cloud, as provided by the Licensor’s supplier which may be changed from time-to-time in the Licensor’s absolute discretion, and the Approved Users’ personal data is sent to and stored in Singapore when the Approved User uses the SaaS Product. Depending on the scope of the SaaS Product and the Approved User’s interactions with the SaaS Product, the Approved User’s personal data may be accessed from multiple countries.
The Licensor takes all reasonable steps to secure the Approved Users’ personal data against unauthorised access and disclosure. Licensor’s security systems are designed according to the legal and regulatory requirements which the Licensor is subject to. Such systems include physical, electronic, and procedural safeguards. Notwithstanding the aforesaid, Licensor makes no representation or warranty towards the Customer and Approved Users that the personal data stored on its computer systems is secure.
The Licensor will retain the Approved Users’ personal data for as long as it is necessary in order to provide the SaaS Product to the Approved Users, or as long as it is necessary for the Licensor to retain it for business or record purposes as permitted by law. Personal data will be retained in accordance with the requirements of the applicable law.
Access, Correction, Withdrawal
The Approved Users may request the Licensor to gain access to their personal data in the Licensor’s systems, amend or correct personal data in the Licensor’s systems, withdraw consent to the Licensor’s use of their personal data, and to raise concerns on the use of their personal data. Such requests or concerns can be directed to the Licensor’s Data Protection Officer at [email protected].