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Article 1 Applicability

1. For the application of these General terms and conditions the term General terms and conditions shall be taken to mean these General terms and conditions of CusJo established in Singapore and its affiliated businesses (hereafter CusJo). 

2. These General terms and conditions are applicable to all offers and all contracts relating to the provision of services by CusJo. 

3. The invalidity of a provision in the contract and/or in these General terms and conditions has no effect on the validity of the other provisions of the contract with the client and the General terms and conditions. If and to the extent that a provision in the contract and/or these General terms and conditions is invalid, or should be unacceptable on the basis of reasonableness and fairness in the particular circumstances, a provision shall apply between the parties which, in the light of all circumstances, is reasonable.

4. In the event of any conflict of meaning between the contract and the General terms and conditions, the content of these terms and conditions will prevail. 

Article 2 Provision of services

1. CusJo provides a Software-as-a-Service (SaaS) service, with which the client can analyse and manage feedback from customers and/or related products and/or services. For the application of these General terms and conditions the term SaaS shall be taken to understand the making available and keeping available of programs by CusJo to the client, via Internet or another data network, without the client being provided with any physical carrier of the programs involved.

Article 3 Creation of contract

1. An offer by CusJo occurs without obligation and can be repealed, withdrawn or amended by CusJo. Client warrants the accuracy and completeness of data provided by or on his behalf to CusJo, upon which CusJo has based its offer. Any errors or omissions arising in an offer and any advice and general information which is not exclusively geared to the client, which is provided by CusJo in the context of an offer, will not be binding on CusJo.

2. An offer made by CusJo is valid for a period of 14 days following the date of issue. After these 14 days the offer expires, unless otherwise agreed between CusJo and the client.

3. CusJo can offer the client the option of creating a trial account. A trial account grants the client access to SaaS services from CusJo for the duration of a period to be agreed between the parties.

4. At the end of the trial period, or at an agreed earlier date, a contract will come into existence between the client and CusJo. During the period of the trial account the client can make known to CusJo via an email message to CusJo that he no longer wishes to make use of CusJo's SaaS services following the ending of the trial account. In that case no contract comes into existence between CusJo and the client.

5. The duration of the contract shall be for the period agreed between the parties, or in the absence of any agreed duration, for one year. The duration of the contract will automatically be extended for the duration of the original period, unless the client cancels the contract in writing, subject to a notice period of two months prior to the end of the period involved.

Article 4 Prices

1. The prices and tariffs charged by CusJo are exclusive of tax and any other duties imposed by the government.

2. The prices agreed between CusJo and the client can be increased at CusJo discretion.
 

Article 5 Payment

1. The client will pay all invoices in full in accordance with the payment instructions stated on the invoice. In the absence of specific conditions the client will pay in advance and with a maximum duration of within 30 days of invoice date. The client is not entitled to defer or set off any payment obligations.

2. As soon as the period referred to in clause 1 or any other period agreed between the parties has been exceeded, the client is in default by operation of law, without the requirement of any further notice of default. In that case all CusJo’s claims against the client will become immediately enforceable and CusJo is entitled to payment of interest compensation on the amount of the claims, which interest shall amount to 10% per month or part month, and is without prejudice to CusJo’s right to seek full compensation for damages. CusJo reserves the right, if the client is in default, to engage third parties to enforce the claims, in which case the client will become liable, in addition to the total amount then owed, for payment of out-of-court collection costs and litigation costs, including advocates costs.

3. If the client fails to meet its obligation to make payment to CusJo either fully, or within the ruling payment period, CusJo is entitled to suspend its obligations in relation to the client, and this may include deactivation of the software on the client’s website.

Article 6 Changes in the items to be delivered

1. CusJo is entitled to deliver items which differ from the items described in the agreement, and will endeavour to ensure it does not lead to any reduction in the use or acquisition value.

Article 7 Retention of title

1. All goods delivered to the client on the basis of a contract (including customer feedback) remain the property of CusJo, until all payments which the client is liable for in respect of the services provided or to be provided based on the contract have been made in full to CusJo. User rights are granted or assigned at all times to the client on the condition that the client makes timely and full payment of the agreed fees. If the parties have agreed to a periodic obligation to make payment for the granting of user rights, the client is entitled to the user rights for as long as he complies with his periodic payment obligation.

 2. If the ownership of goods delivered or user rights has been transferred to the client at the end of the contract between the parties, CusJo will offer the client an appropriate opportunity to take over the customer data. CusJo also reserves the right to delete the data or keep and anonymised version of it for benchmarking and training purposes. 

Article 8 Confidential information and Privacy

1. Each party will take all reasonable precautions in order to ensure that confidential information received from the other party is kept secret. In the absence of prior written consent parties are prohibited from disclosing confidential information to third parties in any way, except to the extent that an obligation to disclose arises on the basis of a legal provision or in compliance with a court order.

2. CusJo will take all reasonable precautions to ensure the optimum security and protection from unlawful use of personal data belonging to the client. Only authorised personnel have access to the data. The storage and transmission of the client’s data via the Internet are protected by techniques that are currently in general use.

3. CusJo applies a Privacy Statement, which can be consulted on its website. This Privacy Statement forms an integral and inseparable part of the General terms and conditions. Upon the creation of a contract between the parties, client declares himself to be in agreement with the content of CusJo’s Privacy Statement.

Article 9 Intellectual property

1. All intellectual and industrial ownership rights, including all patents, trademarks and authors rights, together with all such rights relating to the services delivered (which shall also be understood to include analyses, designs, documentation, reports, offers, and other preparatory material), remain the exclusive rights of CusJo, except to the extent that the parties have expressly agreed otherwise in writing. CusJo reserves the exclusive right to exercise the said rights.

2. Client is not permitted to remove or change any reference relating to authors rights, trademarks, brand names, or other rights of intellectual or industrial property from the web application, apparatus or materials, including references relating to the confidential nature and preservation of secrecy of the web application.

3. Client is permitted to take technical measures to protect the web application. If CusJo has protected the web application by means of technical measures, client is not permitted to remove or evade this protection. 

Article 10 Use

1. CusJo will provide client with the services in the area of SaaS that are set out in the contract between the parties, together with any other services agreed between the parties. Client is not permitted to use the services offered by CusJo in any way other than as agreed between the parties. If client – without the prior consent of CusJo – deviates from the user rights set out in the contract, CusJo is entitled to obtain reimbursement from the client for any resulting costs or damage suffered.

2. CusJo is not responsible for the procurement and/or good operation of the client’s infrastructure, or that of third parties. Unless expressly otherwise agreed in writing, client is responsible for the management, including control of installations, the use of the service, and the way the results of the service are used. In the absence of any express agreement, client will install the necessary (supporting) software on his own apparatus, and if necessary will adapt the additional apparatus used, other (supporting) software and the user environment, in order to realise the interoperability desired by CusJo. CusJo is not responsible for any adverse consequences that this may give rise to.

3. The client is not permitted:

a. To copy the web application in whole or in part, in any way, irrespective of form or medium.
b. To remove or change any identifying features such as brand names, visual marks, product names, and notices of authors rights.
c. To change, adapt, convert, imitate or in any other way to process, or to apply reverse engineering to the web application in whole or in part, or to permit any of these to be carried out by third parties.
d. To hire out, to dispose of, to assign as security, or to make available to third parties on any basis whatsoever, to allow inspection of the web application or make it accessible to third parties, which shall be understood to include administering data belonging to persons other than the client.
e. To transfer the web application in whole or in part electronically or by means of telecommunication to another website.

4. Client is bound to take all reasonable measures to prevent the web application wholly or partly coming into the hands of third parties.
 

Article 11 Maintenance

1. CusJo will perform its periodic updates with due diligence.
2. CusJo can introduce changes to the size or content of the web application. These changes may have consequences for the required specifications of the apparatus and/or website used. Any adverse consequences arising from this are at the risk and expense of the client.

Article 12 Duties of the client

1. CusJo is dependent on the quality, completeness and timeliness of provision of data or information by the client. If data which is necessary for the performance of the contract is not made available to CusJo or is not made available on time or in accordance with what has been agreed, or if client fails in some other way to meet his duty to provide information, CusJo has the right to suspend performance of the contract and if applicable to charge for any extra costs in accordance with CusJo's usual tariffs. CusJo is in no circumstances liable for direct or indirect damage resulting from the defective quality of the said information.

Article 13 Guarantee

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CusJo does not guarantee that software made available and kept available for the client in the context of SaaS will be free of any fault and will function without interruption. CusJo will make every effort to remedy any defects in the software within a reasonable period of time if and to the extent the software has been developed by CusJo itself and the defects involved have been reported to CusJo in detail, in writing. CusJo can in a particular case delay remedying the defects until a new version of the software is brought into use. CusJo does not guarantee that software which has not been developed by CusJo will be put right. CusJo is entitled to introduce temporary solutions or program bypasses or problem reducing limitations into the software.

Article 14 Liability

1. CusJo is not liable for any form of direct or indirect damage suffered by the client, including consequent damage, business loss and damage due to loss of time or any missed financial benefit, except in the case of a deliberate act or omission, or wilful recklessness. CusJo will in no circumstances be liable for compensation for damage to the extent that the amount of the damage exceeds the amount, and other duties imposed by government, that CusJo has invoiced the client in the year prior to the event(s) causing the damage.

2. Client indemnifies CusJo and its legal successors and employees for all liability to third parties relating to the contract and the software delivered by CusJo including (but not limited to) claims relating to unlawful and irresponsible handling by the client of personal data among the customer data collected using CusJo's software.

Article 15 Force majeure

1. In the case of force majeure on the part of one of the parties the performance of the contract will be wholly or partly suspended for the duration of the period involved. If circumstances arise which are of such a nature that the performance of the contract becomes impossible or burdensome and/or disproportionately costly to such an extent that performance of the contract can no longer reasonably be demanded, CusJo is entitled to annul the contract, without CusJo becoming liable to pay any compensation for damages.

Article 16 Termination of contract

1. CusJo is entitled at its own choice to wholly or partly suspend or terminate performance of the contract unilaterally by way of written notice, without legal intervention, and with immediate effect, without CusJo becoming liable to pay any compensation for damages, on the occurrence of any of the following events:

a) any security for fulfilment of the contract by the client which is requested upon entering into the contract is not provided or is not provided in full;
b) (a suspicion of) a failure by the client to observe his obligations under the contract and/or the General terms and conditions;
c) (a request for) deferral of payment or a declaration of bankruptcy on the part of the client;
d) the appointment of a trustee or an administrator for the client;
e) the sale, pledging or termination of the business of the client;
f) seizure of a significant part of the business resources of the client.

2. Apart from the cases referred to in article 16.1 CusJo is at all times entitled to terminate the agreement subject to a notice period of 1 weeks, without CusJo becoming liable to pay any compensation for damages.

3. In the circumstances stated in article 16.1 above, all claims that CusJo may have or obtain in respect of the client will become immediately enforceable.

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4. CusJo is at all times entitled to set off its obligations in respect of the client wholly or partly with any claims that CusJo has or shall obtain on the client, at any time, whether or not enforceable, conditional or subject to any time stipulation. Set off by the client is excluded under all circumstances.

Article 17 Applicable law

Singapore law is applicable to all contracts entered into between CusJo and the client. All disputes between CusJo and the client are subject to mediation in Singapore. 

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