General Terms and Conditions of Business (Cybersecurity)
1. Notices and Correspondence
1.1 All notices and communications by us to you may be sent or despatched to you by delivery, post, e-mail or facsimile transmission or any other means deemed appropriate by Heron to your e-mail or other address or facsimile number appearing in any of your record maintained by Heron or from which any communication by you to Heron was despatched or issued or otherwise last known to Heron. Any such notice, demand or communication addressed and so despatched to you shall be deemed to have been received by you:
1.1.1 in the case of despatch by e-mail or facsimile transmission or other instantaneous electronic communications, immediately upon transmission by Heron;
1.1.2 in the case of despatch by delivery to your the address, on the date and at the time it was so delivered or left at that address; and
1.1.3 in the case of despatch by post:
a. to any address in Singapore, on the next day after it was posted by Heron; or
b. to any address outside Singapore, on the seventh (7th) day after it was posted by Heron.
1.2 All notices and requests from you to Heron shall be in writing unless Heron specifies to you otherwise. Heron shall be entitled to regard as ineffective and invalid any notice or request from you the receipt of which by Heron has not been confirmed by Heron to you.
Any part of this Agreement that is invalid, unenforceable, or illegal shall be enforced as nearly as possible in accordance with its terms but shall otherwise be deemed severed and shall not affect the validity, enforceability or legality of any other part of this Agreement, which shall continue to be valid, enforceable and legal to the fullest extent permitted by applicable Law.
3. Third Party Rights
Save for legal entities related to Heron (which shall be entitled to rely on and enforce this Agreement), no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Agreement.
4. Entire Agreement
This Agreement constitutes the entire understanding and agreement between Heron and you concerning its subject matter and supersedes and replaces any prior oral or written statements, representations, agreements or understandings between the parties relating to that subject matter.
5. Force Majeure
Heron shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Heron’s reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 60 days, Customer shall be entitled to give notice in writing to Heron to terminate this Agreement.
6. Changes to Agreement
Any additions or changes to these Cybersecurity Terms and Conditions must be in the form of a mutually agreed document signed by both parties. Heron has the right to analyze, transfer (including outside of your territory or country), and otherwise use your data to provide, improve and develop our cyber security Services. For Cybersecurity Services sold on a subscription or periodic basis, the Agreement commences on the effective date of, and continues for the duration in the Proposal. Upon termination or expiry, you must pay all amounts due under the Proposal. Your purchase orders are identified only to authorize payment and any terms or conditions in any purchase order are not a part of the Agreement or controlling.
7. Governing Law and Dispute Resolution
7.1 This Agreement is governed by Singapore law.
7.2 Any dispute arising out of or in connection with this agreement must be submitted for mediation at the Singapore Mediation Centre (SMC) in accordance with SMC’s Mediation Procedure in force for the time being. Either party may submit a request to mediate to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Every party to the mediation must be represented by senior executive personnel, of at least the seniority of a Head of Department] or its equivalent, with authority to negotiate and settle the dispute. Unless otherwise agreed by the parties, the Mediator(s) will be appointed by SMC. The Parties agree to be bound by any settlement agreement reached.
7.3 In the event the Parties are unable to resolve their differences through mediation, the parties agree to refer to and finally resolve 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.
8.1 Either party may terminate this Agreement by giving the other party forty-five (45) days prior written notice.
8.2 If the service or this Agreement is terminated for any reason whatsoever, the following shall become immediately due and payable by the Customer to Heron, without prejudice to the Customer’s obligation to pay any other sums under this Agreement:
a. where the termination date is the same as the expiry date of the Term, the Fees and Charges up to and including the date of termination;
b. where the termination date is before expiry of the Term, the Fees and Charges for the Services up to and including the date of termination, 100% of the Fees and Charges for the balance of the unexpired Term, and the early termination charges stated in the Statement of Work (if any).
8.3 Upon termination of the service or this Agreement, the following will apply:
a. the Customer’s Data and/or user accounts will be removed and deleted; and
b. the registered portal account for access to the Portal will be terminated.