This agreement sets out the terms and conditions of use (the Agreement) between you (the User) and Straits Interactive Pte Ltd (Straits, we, our, us) of any of our proprietary platform(s) (including when offered as software-as-a-service (SaaS Offering) under your SaaS Subscription Agreement with us when you engage Straits for our data protection consultancy and competency training (DP Consultancy and Competency), the Certified Information Privacy Manager certification training (CIPM Training) and governance, risk management and compliance (GRC) professional certification and consultancy services (GRCP Training and Consultancy) or your subscription of the SaaS Offering (collectively Straits Services): (a) Data Protection Management System (DPMS) (the DPMS Platform)


1. PURPOSE OF THE PLATFORMS DISCLAIMER

1.1. The DPMS Platform is a self-assessment tool about general compliance with applicable data protection laws (including but not limited to the Personal Data Protection Act 2012 of Singapore) and is provided as part of the DP Consultancy and Competency and CIPM Training for the purpose of competency training for individuals to be data protection officers or as information privacy managers.
1.2. The GRACIAs Platform is a self-assessment tool that is consistent with the OCEG GRC Capability Model and is provided as part of the GRCP Training and Consultancy for the purpose providing the certification training for individuals as GRC professionals.
1.3. The Platform(s) are not intended to be, and you must not construe them to be, or include or take the place of, legal advice or rely on it in connection with any particular issues relating data protection, governance, risk management and/or compliance or legal issue and may not provide complete coverage of data protection or governance, risk management and/or compliance issues or be correct or complete on every relevant practical or legal issues.
1.4. You should obtain, and never delay in obtaining, specific legal or other professional advice or assistance for any particular legal or compliance situation you face and never disregard it or commence or discontinue any legal action due to anything in, or derived from, the Platform(s).


2. PROVISION AND USE OF THE PLATFORMS

2.1. Straits agrees to provide you with the Platform(s) for a period of: (a) twelve (12) months in connection with the Straits Services (including any renewals of the same), or (b) the GRC Training, or (c) three (3) months in connection with the CIPM Training, commencing (in each case) on the first day of the Training in which you or your staff participates (the Service Term) or such later date (or extension of the same) as Straits agrees with you on the terms and conditions in this Agreement, or (c) where you subscribe to the Platform(s) under the SaaS Offering for your or on behalf of your clients, the term set out in the SaaS Subscription Agreement. Use means you may use the Platform(s) only for processing your own (or your clients) data and only for your (or your clients) own internal or business purposes through a popular web-browser that is supported by Straits.
2.2. You acknowledge that:
  1. while Straits will use reasonable endeavours to maintain availability of the Platform(s), Straits does not guarantee 100 percent availability, and
  2. Straits will not have any liability to you for any unavailability of the Platform(s) no matter what causes, or results in, such unavailability, and
  3. while Straits may make such improvements to the Platform(s) as in its sole discretion that it considers reasonable, Straits is not providing, and is not obliged to provide, any other support or maintenance services to you for the Platform(s).
2.3. Use of the Platform(s) is subject to the following conditions and restrictions. You must not:
  1. use the Platform(s) to transmit any junk mail, spam, chain letters or other unsolicited mass distributed email
  2. use the Platform(s) to collect or harvest personal data or other information about other users
  3. copy or duplicate the contents of any pages within the Platform(s), except for the purpose of using the Platform(s) for your own internal business purposes (such as working with staff on data protection or, as the case may be, governance, risk management and compliance and reporting findings generated by the Platform(s) to your management)
  4. use any web robots, spiders or other technologies to, or to attempt to, copy or duplicate the Platform(s) or otherwise gain access to underlying language, programming or system logic
  5. translate, adapt, vary, modify, disassemble, decompile or reverse engineer and/or otherwise learn the underlying ideas, algorithms and/or any other proprietary ideas, concepts, content and/or property of the Platform(s)
  6. republish or redistribute any part of the Platform(s)
  7. sub-licence your right to use the Platform(s), permit any unauthorised person to use it (including by providing them with your log in credentials)
  8. save for your clients, to use the Platform(s) to provide similar services described in this Agreement to any other third party unless with Straits authorisation, and/or
  9. use the Platform(s) in any way that causes, or may cause, damage to it or that impairs or may impair accessibility to it or its availability to other licensees of it.
2.4. In addition, you must not attempt to do any of the things that you are not allowed to do or permit any other party to do, or attempt to do, any of the things that you are not allowed to do.


2. WARRANTIES

The Platform(s) is provided to you without any warranties whatsoever, whether express or implied, except for any warranties implied by law that may not be excluded.


3. YOUR PERSONAL DATA

Personal Data has the meaning ascribed to it by the General Data Protection Regulation (the GDPR), being any information relating to an identified or identifiable natural person. Processing also has the meaning ascribed to it by the GDPR.

3.1. Straits shall:
  1. process Personal Data only for the purpose of providing the services described in this Agreement via the Platform(s) and, where relevant, via Straits training consultants
  2. ensure that only employees, contractors and any other individuals who have a need to know and have committed themselves to binding confidentiality obligations in favour of Straits will be authorised to process any Personal Data
  3. take all security measures for the protection of Personal Data that are required by Article 32 of the GDPR
  4. respect and comply with the conditions in the GDPR for engaging another processor (that is, as a sub-processor)
  5. taking into account the nature of the Platform(s), assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subjects rights laid down in Chapter III of the GDPR
  6. taking into account the nature of the Platform(s) and the information available to Straits, assist you in ensuring compliance with your obligations for the security of processing of Personal Data, notification of a personal data breach to the relevant supervisory authority, communication of a personal data breach to the data subjects, carrying out a data protection impact assessment and any prior consultation with the relevant supervisory authority prior to you carrying out any data protection impact assessment
  7. acknowledging your right under the GDPR to require it to delete or return to you all Personal Data after the end of the Service Term or on earlier Termination of this Agreement and to delete existing copies of the Personal Data (unless applicable law requires storage of the Personal Data), delete all Personal Data and other information you enter into the Platform(s) approximately six (6) months after the end of the Service Term or on earlier Termination of this Agreement, and
  8. upon your request provide to you information necessary to demonstrate compliance by Straits with the above obligations, which are laid down by Article 28 of the GDPR and allow for, and contribute to, audits, including inspections, conducted by you or another auditor mandated by you.
3.2. Your use of the Platform(s) will constitute specific authorisation for the purposes of the GDPR for Straits having engaged Baremetal Server Instance on IBM Softlayer to support Straits provision of the Platforms described in this Agreement.


4. YOUR CONFIDENTIAL INFORMATION

4.1. Unless otherwise mutually agreed in writing between Straits and you, Straits, its employees and/or its training consultants will, during the Service Term, have access to any information that you enter and/or uploaded into the Platform(s) for the purpose of assisting you with homework and, in the case of an in-house training and consultancy agreement, delivering its consultancy services to you or as part of your rendering of services to your clients.
4.2. In addition, Straits or its employees might have access to such information where necessary for purposes such as fixing programming bugs and other trouble shooting, whether or not at your request.
4.3. Straits will not use any of your information for any other purpose. Straits will not disclose your information to any third party, except where Straits is ordered by a Court or other competent authority to disclose your information. In the unlikely event of this happening, Straits will if possible inform you before it makes any such disclosure so that you may have an opportunity to challenge the requirement with the Court or other competent authority.


5. TERMINATION

Notwithstanding the Service Term:

  1. Straits may terminate this Agreement (by terminating or suspending your access to the Platform(s)) immediately and without prior notice or liability for any reason whatsoever, including if you breach the terms of this Agreement, and
  2. you can in effect terminate this Agreement by simply ceasing to use the Platform(s).


6. GOVERNING LAW

This Agreement is governed by the laws of Singapore. You and Straits both hereby submit to the non-exclusive jurisdiction to the Courts of Singapore.


7. GENERAL PROVISIONS

7.1. Variation: These terms and conditions may not be varied unless mutually agreed and signed by both Parties.
7.2. No Assignment: Neither Party may not assign these terms and conditions to any other third party without the written consent of the other Party.
7.3. No Waiver: No waiver of any breach of any term and condition of this Agreement shall be operated and or interpreted as a waiver or breach of the same.
7.4. Entire Agreement: This Agreement shall constitute the entire agreement between the Parties and supersedes all prior agreements, negotiations and correspondences entered into between the Parties prior to this Agreement.
7.5. Severability: In the event that any terms and conditions shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining terms and conditions of the Agreement shall remain in full force and effect.
7.6. Independent Contractor: The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties, an employer-employee relationship or any otherwise entitle either Party to have any right, power or authority to create any obligation or responsibility on behalf of the other Party.
7.7. Third Party Rights: The provisions of the Contracts (Rights of Third Parties) Act (Cap. 53B) shall not apply to this Agreement.