[Important notice]: By clicking on the register user “Accept” or subscription payment "Pay with Card" button you agree to the terms of this Contract. 

Service Terms

Basis of Contract. Cygienic Pte Ltd (“we” and its derivatives) offers to provide subscription service (“Service”) to the customer (“you” and its derivatives), You may accept our offer by clicking on the ‘Accept’ button on our website at www.cygienic.com.

 

1. Cygienic vCISO Subscription Service: Free, Assign, Pro, Corp, or Managed Subscriptions

We grant you: a non-exclusive, non-transferable, revocable license during your subscription period to access and use the Service for your internal use only, subject to the terms of this Contract. 

Duration. If you have applied for a Cygienic vCISO subscription Service, and we accept your application, we will provide you with the Service for 1 year from the date of acceptance(except for free license users). You may opt to automatically renew the Service on its expiry for additional periods of 12 months. You shall give us at least one(5) day’s notice to cancel your subscription.

Billing. You will be billed annually or monthly (depending on your payment terms) on or about the same day each month or year until such time that you cancel. You authorise us to charge your provided payment method for the Cygienic.com Portal you have selected and for any paid feature(s) that you choose.  We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. We calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements).   If we have not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts.  If you do not cancel your subscription, we may automatically renew your subscription and charge you for any renewal term.  You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

2. Support Services

Support Services for you will be provided via email support tickets at Support@Cygienic.com. This will also include Cygienic.com notification of bug fixes, maintenance patches, and new releases which may contain minor enhancements to the features or functions of the platform.  

Support includes questions concerning feature inquiries, troubleshooting, and configuration support. Support Hours (Monday – Friday) 8am - 6pm Singapore Time

SLA for paid subscribers. We offer a 4hrs response time for login access issues, system bugs, and any major system technical issue.   

3. Financial. You must pay us all sums due under this Contract, interest on any late payment at the applicable statutory rate, and any applicable taxes on our provision of the Service.

4. Liability

4.1 Scope. This clause 4 applies to every contractual and non-contractual liability arising in connection with the Contract (including negligence). The parties agree to price and other terms relying on this essential clause 4 as the basis of their bargain.

4.2 Included. The Contract does not limit or exclude any liability which cannot be excluded or limited by law (e.g., liability for fraud, death or personal injury caused by negligence). 

4.3 Excluded. Subject to clause 4.2, we are not liable for:

(a)any direct or indirect loss of use, revenues, profits, or goodwill;

(b) any indirect, consequential, punitive damage, or similar loss; or

(c) any loss related to a warranty implied by law. All implied warranties are excluded to the fullest extent permitted by law, including any warranties of fitness for purpose.The Service is provided on an “as is” and “when available’’ basis, with no warranty that the Service will be error-free, or will produce specific results. You are responsible for determining whether the Services is sufficient for your purposes in the context of your wider investigations and due diligence.

4.4 Cap. Subject to clauses 4.2 and 4.3, your sole and exclusive remedy against us, whether based on the Contract or on other grounds, (and our total liability to you) forany losses, is limited to 120% of the fees you paid in the 12-month period immediately before the event giving rise to your claim.

5. Indemnity

You will indemnify us against any cost, loss, damage, or other liability arising from any third-party claim that any information provided by you, or your use of the Cygienic.com platform: (a) infringes any intellectual property right of a third party, or misappropriates a trade secret; or (b) violates applicable law or this Agreement.  We will notify you of any such claim when we become aware of such claim.

6. Restrictions

You agree not to, and you will not permit others to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Cygienic.com platform or make it available to unauthorised third parties.

7. Data protection

You agree that we will send you information regarding the Cygienic.com platform, such as: (a) notices about your use of the platform, including notices of violations of use; and (b) administrative messages and other information

8. Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SOFTWARE, SUBSCRIPTIONS, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER AND WE EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.  CYGIENIC.COM ALSO MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SOFTWARE, SERVICES OR SUBSCRIPTIONS WILL BE ERROR-FREE. CYGIENIC.COM DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM USING THE CYGIENIC.COM PORTAL, SERVICES AND SUBSCRIPTIONS.

9. Intellectual Property

We own all intellectual property rights in the Service. We grant you: 

You must not license, sell, rent, lease, assign, distribute, host, or otherwise commercially exploit our www.cygienic.com website or make it available to unauthorised third parties. You must not use the Service for any unlawful use or for any use not permitted by this Contract.

For this clause, “Intellectual Property Rights” means all intellectual property rights (registered or unregistered) including patents, rights to inventions, copyright, trademarks, goodwill, trade secrets, rights to use and all other similar proprietary rights which may subsist now or in the future and existing anywhere in the world together with all applications and renewals thereof.

such breach, or if your use of the Service may harm us or our other users. 

We may terminate the Contract at any time for any reason and we will provide you with a pro-rata refund of any fees you have paid.    

10. General

10.1 Interpretation. Any words following the terms “including”, or any similar phrase shall not limit the sense of words preceding those terms. Headings are for the convenience of reference only and do not alter the meaning or interpretation of any provision of the Contract.

10.2 Changes. No change to the Contract will be binding upon either party unless it is in writing and signed by both parties.  

10.3 Remedies. All remedies set forth in the Contract are in addition to, and will in no way limit, any other rights and remedies that may be available to a party at law or in equity.  

10.4 Force Majeure. A party is not liable for its failure or delay in performing its obligations if this is due to an event beyond its reasonable control. 

10.5 Notices. All notices relating to the Contract must be in writing.  Notices to the parties will be sent to their respective addresses appearing on the applicable PO.  Notices must be delivered personally, by courier, first class mail, or sent by email with proof of delivery.  Any notice will be deemed given on the date delivered if delivered personally or courier, 5 business days after mailing or upon confirmation receipt if transmitted by email.    

10.6 Waiver. A waiver of any right or remedy must be in writing and does not waive any later right or remedy.  If a party delays or fails to exercise a right or remedy, or if we accept payment, this does not waive or restrict that or any other right or remedy.  

10.7 Severable. If any provision of the Contract is held to be illegal or invalid by applicable law, then that provision is severed from the Contract, and the rest of the Contract will remain valid.

10.8 Relationship. A party cannot enforce the Contract against a third party (nor can a third party enforce the Contract against a party). 

11. Confidentiality. A party must keep confidential all information it receives from the other party which it or a reasonable person would consider confidential. A party may share this information with its Affiliates, their advisors, government authorities, courts, or under the rules of a recognised stock exchange, if needed. Affiliates and advisors must keep such information confidential. Without our consent, you must not hold yourself out as associated with us in any advertising or publicity material.

12. Termination

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if a) you are in breach of this Agreement or b) your use of the Service could cause a risk of harm or loss to us or our other users. When reasonable and as permitted by law, we will provide you reasonable advance notice of this change as well as an opportunity to correct any actions that led to our decision. We will not be able to provide this advance notice if you are in material breach of this Agreement, or if such notice would lead to civil or criminal liability for us. For the avoidance of doubt, we may still decide that we do not want to continue offering you access to the Service at any time for any or no reason.    

13. Governing Law and Jurisdiction

This Agreement is subject to the laws of Singapore. Any contractual or non-contractual dispute between both parties, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.