1. Introduction to Terms
1.1 The person signing up for the Service will be the contracting party (“Client”, "you") for the purposes of Eunoia's ("we", "our") Terms and will be the person who is authorized to use any corresponding account we may provide to the Client in connection with the Eunoia Platform Services (“Service”).
1.1.1 If you are signing up for the Service on behalf of your employer or company, your employer or company shall be the Client.
1.1.2 If you are signing up for the Service on behalf of your employer or company, then You represent and warrant that You have the authority to bind your employer or company to our Terms.
1.2 The Terms shall be governed by and interpreted in accordance with the laws of the Republic of Singapore.
2. Use of the Services
2.1 To access and use Eunoia's Service, you must register for an Eunoia account (“Account”) by providing your full legal name, current address, phone number, a valid email address, and any other information indicated as required. Eunoia may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
2.2 In the course of using the Eunoia Services, you may like to enable the acceptance of Credit, Debit Cards or any other form of Digital Payments, in such instances, you shall only use payment gateways that support the direct submission of Cardholder Data from the customer’s browser to the payment gateway.
2.3 Eunoia retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Eunoia reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
2.4 You hereby grant Eunoia a non-exclusive, worldwide, irrevocable, perpetual, royalty-free right and license to use all Client and Account data that Eunoia may obtain through (a) accessing the Webstore, (b) providing the Service, (c) access to data from third parties regarding Client’s use of Third Party Applications or Third Party Web Services or other Third-Party Content (including analytics data and any unique account identifiers) for the purposes of (i) providing Support Services and other services to the Account Owner; (ii) improving the Eunoia Software and the Services; (iii) performing analyses related to the Eunoia Software and the Account Owner’s use of the Eunoia Software and the Services. The foregoing license includes the right for Eunoia to develop and publish or otherwise make available broadly applicable insights regarding aggregated data but only when the data has been aggregated or de-identified so that such insights cannot reasonably be used to identify End-Users or the Account Owner.
2.5 The Client is responsible for all activities conducted under its End User (Buyers and Seller accounts on their Webstore) logins and for its End Users’ compliance with this Agreement.
3. Limitation of Liability
3.1 You agree that under no circumstances shall Eunoia, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) be liable for any direct, indirect, incidental, special, consequential, exemplary or other losses or damages whatsoever, including, without limitation losses or damages that result from any transaction involving Eunoia's Services or any resulting contractual relationship between yourself and a seller or purchaser or any third party. These limitations shall apply even if Eunoia has been advised of the possibility of such losses or damages, and Eunoia's aggregate liability under this agreement for any claim is limited to the aggregate amount paid by you as monthly fees for the service during preceding three (3) month period.
4. Intellectual Property
4.1. All rights, title and interest in and to the Software, and any copies and/or derivatives thereof and all documentation, code and logic, which describes and/or composes such software, or any such derivatives shall remain the sole and exclusive property of Eunoia, pursuant to the terms of this agreement. The Client shall not edit, reverse engineer, copy, emulate, create derivatives of, compile or decompile or otherwise edit, tamper or modify the Software in any way. In the event of any such editing, reverse engineering, copying, emulation, creation of derivative, compilation, decompilation, editing, tampering or modification of the Software by the Client, the Client shall unconditionally assign and transfer any intellectual property created by any such non-permitted act to Eunoia.
5. Confidentiality and Personal Data Policy
5.1 Every effort will be made to maintain the strictest confidence concerning any material, plans or policies divulged to us in the course of our relationship with a Client.
5.3 You acknowledge that Eunoia will use the email address you provide as the primary method for communication.
You are responsible for keeping your password secure. Eunoia cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password. If you become aware of any unauthorized use of your Account or password, you agree to notify Eunoia immediately.
6.1. The Client recognises and agrees that Eunoia may currently provide, may have provided in the past, and may in the future provide, similar services to other firms directly competing with the Client
7.1 This Project may be terminated:
7.1.1 by either party giving thirty (30) days written notice to the other party to terminate the contract,
7.1.2 if the Client commits a material breach of any term of this Project stated in these Agreements, Eunoia may terminate the agreement immediately by writing to the Client.
7.1.3 on any date by mutual agreement in writing by the Client and Eunoia; or
7.1.4 by either party giving written notice to the other party in the event that either party (a) files for bankruptcy; (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (c) makes an assignment for the benefit of all or substantially all of its creditors; or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations.
7.2. Any termination of the Project pursuant to this clause shall be without prejudice to any other rights or remedies any party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party. For the avoidance of doubt, the Client shall, in the event of termination, pay to Eunoia for the Services which have been rendered by Eunoia such sums accrued due and payable under the Project, pro-rated where necessary in respect of the amount of work actually done up to and including the date of termination.
7.3 Any outstanding balance owed to Eunoia for Your use of Eunoia's Services through the effective date of such termination will immediately become due and payable in full; and Services for the Client will be taken offline.
7.4 Without limiting any other remedies, Eunoia may suspend or terminate the Client's Account if we suspect that the Client (by conviction, settlement, insurance or escrow investigation, or otherwise) has engaged in fraudulent activity in connection with Eunoia's Services. We will notify the Client in writing.
8. Eunoia Platform Service Level Agreement
8.1. By subscribing to the Eunoia Platform, the Client understands and agrees to the Service Level Agreement as outlined in this document.
9. Load Testing Agreement
9.1 Under no circumstance should the Client perform load testing on any of Eunoia Platform instances, including Staging, UAT and Live, as there will be significant impact to all users of the Eunoia platform. If It is found that the Client performs load testing on any of Eunoia’s instances without authorisation, the following penalties will apply:
9.1.1 A penalty of SGD10,000 (before GST) will be charged to the Client.
9.1.2 It will also be considered a material breach of this Agreement by the Client, and Eunoia shall have the right to terminate this Agreement as per Terms and Conditions with immediate effect and with no obligations to the Client.
9.2 Eunoia will conduct scheduled load testing on its Live instance on a semi annual basis and Eunoia will provide the reports to the Client, available on Eunoia’s website.
9.3 In some cases the Client may have specific requirements to do additional load testing, i.e. when they want to see the Platform’s capabilities beyond the numbers provided in Eunoia’s scheduled load testing report.
9.3.1 The Client can request for up to 2 load tests to be completed by Eunoia per subscription year.
9.3.2 Depending on the scope of the test, additional fees might be chargeable and will be treated on a case by case basis (i.e. if the requested testing require additional software costs to run the test) .
9.3.3 There will be a minimum of 2 weeks lead time for load testing requests.
10. Security Testing Agreement
10.1 Security testing includes testing types such as Vulnerability Assessment and Penetration Testing (“VAPT”). Eunoia will conduct scheduled VAPT testing on its Live instance on an annual basis and Eunoia will provide the reports to the Client, available on Eunoia’s website.
10.2 The Client can perform VAPT testing on any of their customised interface applications as well as on the Eunoia platform.
10.2.1 A written notice has to be sent to the Client’s Eunoia Account Manager via email no less than 4 calendar weeks before the intended date of VAPT testing. Eunoia reserves the right to reject VAPT tests and also to propose a later date depending on the resource availability.
10.2.2 The Client can perform 1 authorised VAPT testing per subscription year.
10.3 There will be VAPT results and recommendation given by the Client's VAPT vendor.
10.3.1 In cases where the recommended resolution of the risk by Client’s VAPT vendor requires a fix on Eunoia’s own template interface application, Eunoia reserves the right to propose the actual fix to the code. The timeline of the fix shall follow Clause 10.5.
10.3.2 In cases where the recommended resolution of the risk by Client’s VAPT vendor requires a fix on client’s customised interface application AND the codes are maintained by client’s own resources, the Client reserves the right to perform the code changes and implement the solution of their own choosing.
10.3.3 In cases where the recommended resolution of the risk by Client’s VAPT vendor requires a fix on client’s customised interface application AND the codes are maintained by Eunoia’s resource, Eunoia reserves the right to implement the recommended solution based on the time as outlined in Clause 10.4.
10.3.4 In cases where the recommended resolution of the risk by Client’s VAPT vendor requires changes on any of Eunoia Platform instances, including Staging, UAT and Live, Eunoia reserves the right to act on the recommendation as Eunoia chooses.
10.4 Client enforced fixes specific to the needs of the Client are subject to additional development costs.
10.5 Security Risk resolutions on VAPT identified risks.
Critical Risk - within 3 working days*
High Risk - within 5 working days*
Medium Risk - 10 working days*
Low Risk - 20 working days*
*The amount of working days will stack i.e. 3 critical risks will be a total of 9 working days to fix.
11. Third Party Services
11.1 Eunoia may, in the course of providing or promoting our Services, recommend, provide you with access to, or enable third party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”). Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services or Eunoia's website is entirely at Your own risk and discretion, and it is Your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them.
11.2 You agree that if you install or enable a Third Party Service for use with Eunoia's Services, you grant us permission to allow the applicable Third Party Provider to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other interaction between you and the Third Party Provider is solely between you and such Third Party Provider. Eunoia is not responsible for any disclosure, modification or deletion of your data or Webstore Content, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Party Provider to your data or Webstore Content.
12. Eunoia Rights
12.1 Whilst we will strive to upkeep the availability of the system, Eunoia reserves the right at any time, and from time to time, to modify the Service (or any part thereof). We will notify our clients in writing of any significant changes to the system.