1. Basis of Contract. Cygienic(“we” and its derivatives) offers to provide the services (“Service”) to the customer (“you” and its derivatives), all as set out in our contract details order or similar document (“CD”), based on the terms of the CD and these Cygienic customer terms (collectively, “Contract”). You may accept our offer by clicking on the ‘Accept’ button on our website at www.cygienic.com.The SO prevails over these Cygienic customer terms if there is any inconsistency.The Contract is the entire agreement between the parties and excludes any other terms (including your standard trading terms). 

2. The Service. We will provide you the Service during your subscription period. You may opt to automatically renew the Service on its expiry for additional periods. You must notify us at least 3 business days in advance to cancel your renewal instruction, failing which your subscription will be renewed and you will be charged accordingly. You must provide and maintain true, and complete information on our registration form at www.cygienic.com.

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.

4.4Cap. 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. Intellectual Property

We own all intellectual property rights in the Service. 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. 

You must not license, sell, rent, lease, assign, distribute, host, or otherwise commercially exploit our www.cyigenic.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, 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.

6. Termination

We may suspend or terminate the Contract upon notice, without liability to you, if you have breached a material term of the Contract which is unfixable, or if you have not fixed this breach within 14 days of your receipt of our notification of 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.    

7. General

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

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

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.  

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. 

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, 3 business days after mailing or upon confirmation receipt if transmitted by email.    

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.  

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.

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

Data protection.You agree that we will send you information regarding your use of our www.cygienic.com website.

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. You must not hold yourself out as associated with us in any advertising or publicity material without our consent.

Governing Law. This Contract is governed by Singapore law. All disputes arising out of the Contract shall be finally settled under the arbitration rules of the Singapore International Arbitration Centre by an arbitrator appointed under the said rules.