MedSoftPro General Terms and Conditions of Service (“GTCs”)
“Administrator” means a Subscriber (as defined below) who may be an Authorised User with authority to designate additional Authorised Users and/or Administrators subject to being provided with the Login Credentials (as defined below)
“Agreement” means these GTCs and incorporates any other terms and conditions including the STCs, any policies including website policies notified to You by MSP Pte Ltd or if notice has been deemed to have been given
“Authorised Users” means an individual subscriber or any other parties who have a subscription to the Services or who have been added as a user
“Confidential Information” means the Content and any other information; data; know-how considered proprietary or confidential by either MSP Pte Ltd or You and shall include but not be limited to, whether direct or indirect and howsoever transmitted or conveyed or : research; services; inventions; specifications; accessed: concepts; diagrams; drawings; source code; personal information; business plans; financial information; budgets; and business opportunities disclosed by any of the Parties before or after the Effective Date
“Content” means any information You upload or post to MedSoftPro and any information provided to You by MSP Pte Ltd in relation to the Services including but not limited to information about Your Authorised Users; Registered Clients; or Enquiring Clients
“MSP Pte Ltd ” is a Singaporean limited liability company with business registration number 201726627M with its registered office at 175 Bencoolen Street #12-11, Burlington Square, Singapore 189649 and further means any company; partnership; business arrangement forming part of the corporate interests of or branded as MedSoftPro or any company or entity connected thereto or any affiliates or assignees
“Registered Client” means an individual who has been invited to use the client facing features of the Services in a limited capacity as a client of any Authorised User
“Services” means the Services set out in the Scope of the Specific Terms and Conditions only and no other services shall be implied beyond such scope
“MedSoftPro” means the proprietary and developed software which belongs to MSP Pte Ltd and its representatives
“Originating Subscriber” means the Subscriber who first initiated the Services offered by MSP Pte Ltd and shall be conclusively presumed to have the sole authority to administer the subscription unless agreed otherwise by the Parties in writing
“Out of Scope Rates” means the rates in the STCs or published and updated by MSP Pte Ltd from time to time comprising the rates to be charged for works falling outside of the scope of works under the scope of the STCs with You or additional works resulting from corrections, variations or additional instructions originating from You or a third party under direction from You
“Security Emergency” means any violation by a Subscriber of this Agreement that (a) could disrupt MedSoftPro Pte Ltd’s provision of the Services; or the business of other subscribers; or the network or servers used to provide directly or indirectly the Services or (b) provides unauthorised third party(ies) access to the Services or any part of the system or services owned or managed by MSP Pte Ltd
“Service Level Conditions” or “SLCs” means the conditions under which MSP Pte Ltd agrees to deliver the Services as per Annex A
“Specific Terms and Conditions” or “STCs” means the specific terms and conditions applied to the agreement between MSP Pte Ltd and You which shall be incorporated as an integral part of the overall agreement including these GTCs
“Subscriber” means the purchaser of the Services provided by MSP Pte Ltd and includes but is not limited to any person; agent; representative; contractor or any party whatsoever authorized to act on Your behalf. MSP Pte Ltd shall be entitled to assume all representations that Subscribers are authorized are prima facie genuine and You shall be responsible for revoking any authorization and infirming MSP Pte Ltd of the same in writing.
“You” means You, Your entity, or any authorized representative; employee, consultant or any third party in any form of relationship with You or any group company or entity and shall include any user; Administrator, Registered Client, or subscriber of any kind authorized or permitted by You to subscribe as any type of user to any of the Services
“Your” means that which belongs to You
2. License Limitations & Service Usage
Non-Exclusivity: Subscriber is granted a revocable non-exclusive, non-transferable, limited license to access and use the Services subject to the GTCs and STCs
Disclaim Contents: MSP Pte Ltd does not and has no obligation to screen the Content posted or uploaded by Authorised Users and You shall indemnify MSP Pte Ltd in relation to all and any claims by third parties relating to any Content You have posted or uploaded. Should You post any criminal content in breach of the laws of any jurisdiction in which MSP Pte Ltd conducts business and/or is regulated then You accept that MSP Pte Ltd may disclose such content to the authorities and fully co-operate in the investigation of Content without being deemed in violation of confidentiality or any aspect of this Agreement.
Prohibition on Reproduction and Similar: You and Authorised Users agree not to nor allow others to reproduce; duplicate; copy; sell; resell; or exploit access to the Services, use of whole or any part of the Services including but not limited to the HTML or any visual design elements without the express written permission from MSP Pte Ltd.
No Reverse Engineering or Allowing Third Parties to Reverse Engineer: You and Authorised Users agree that You are absolutely prohibited from modifiying; reverse engineering; adapting or in any other manner adjusting or tampering with any of the whole or part of the Services and shall not allow any third parties to carry out any such acts.
No Unauthorised Linked Websites: You and Authorised Users and any third parties are prohibited from modifying another website or any application or device so as to falsely imply that it is associated in any way with the Services, MSP Pte Ltd , or any other software or service provided by MSP Pte Ltd.
Non-Infringing Use: You and Authorised Users shall not use the Services in any manner which may infringe copyright, any intellectual property rights whether or not such rights are specified.
No I.T. Abuse: You and Authorised Users shall not and shall not allow or procure any use of the Services to upload, post, host or transmit unsolicited bulk email, “SPAM”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a damaging; destructive; or malicious nature.
All Intellectual Property Rights Remain Vested in MSP Pte Ltd : You and Authorised Users accept and acknowledge that except for the non-exclusive revocable license granted pursuant to this Agreement, all other intellectual property and other rights and interests of any kind whatsoever in relation to directly or indirectly the Services shall remain fully vested in MSP Pte Ltd
Deemed Consent to Public Content: You and Authorised Users who configure the Services or any part of Your own systems to share, make available or allow the viewing of any content whatsoever to or by the public, You and Authorised Users are thereby deemed to have agreed that everyone will have access to such content and MSP Pte Ltd reserves the right but shall not be obliged at any time to take any action deemed necessary by MSP Pte Ltd to deal with and such public content that violates the terms of this Agreement or the rights of MSP Pte Ltd including but not limited to demanding the removal of such public content to be procured by You, Authorised Users or third parties through You and Authorised Users.
MSP Pte Ltd ’s Reserved Rights to Modify/Discontinue Features: MSP Pte Ltd reserves the right at any time to discontinue; temporarily or permanently, any feature associated with the Services, with or without notice, except that MSP Pte Ltd shall provide 30 days advance notice, other than in emergencies, of any modification that would materially reduce the overall functionality of the aggregate of the Services. Any continued use of the Services for a period of more than 7 calendar days following modification or discontinuation, be deemed acceptance and waiver of all rights thereto
Suspension of Services: MSP Pte Ltd reserves the right at any time to suspend access to the Services for operational purposes, including but not limited to for maintenance, repairs, installation of upgrades, removal of features, modifications to features, and will use reasonable endeavours to provide 48 hours notice prior to any such suspension. Such notice shall be provided to You and Authorised Users within the Services or by email notification or by any other method of notification deemed appropriate by MSP Pte Ltd .
Reasonable Efforts to Minimise Disruption: MSP Pte Ltd shall use reasonable efforts to minimize disruption to You and the Authorised User and Subscribers and shall where possible, attempt to restrict suspension to periods of time pre-notified or estimated by MSP Pte Ltd
Storage of Content: MSP Pte Ltd stores all Content on third party storage services (“Third Party Storage Provider”). Any back ups of Content will be held subject to the terms and conditions of the Third Party Storage Provider and MSP Pte Ltd accepts no liability for the acts or omissions of such Third Party Storage Provider.
Non-Exclusive Royalty Free Right to Use Your; Authorised User and Subscriber’s Confidential Information: You, Authorised User and Subscribers grant to MSP Pte Ltd an unrestricted non-exclusive royalty free right during the term of this Agreement including but not limited the right to generate and publish anonymised reports on system usage. Should the Agreement be terminated, it will not be immediately possible for MSP Pte Ltd to discontinue use of any such confidential information and MSP Pte Ltd shall take reasonable measures to wind down and cease use within a reasonable period following termination. Any legacy data residing on storage and data systems which is not evident shall not constitute any violation of the rights of You; Authorised Users or Subscribers.
3. Access to the Services
Restricted Permission and Identification for Use: Subscriber is only permitted to access and use the Services if he/she is any Authorised User or a Registered Client. Authorised Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by MSP Pte Ltd .
Unique Credentials: Each Authorised User will be provided with a unique set of identification credentials to access and user the Services (“Login Credentials”). The Login Credentials are personal only to the Authorised User to whom they are assigned and shall not be shared with, or used by any other person, including other Authorised Users.
Originating Subscriber Authority: The Originating Subscriber shall have the authority to administer the subscription and designate additional Authorised Users and/or Administrators. Each subscription may designate multiple Authorised Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorised Users. The Administrator will deactivate an active set of Login Credentials if the Administrator wishes to terminate access to the Services for any Authorised User.
Responsibility of Administrators of Use By Authorised Users: Administrators shall be wholly responsible for all use of the Services by Authorised Users on the list of active Authorised Users associated with their subscription to the Services.
Content Uploaded by Subscriber: Any Content uploaded or posted to MedSoftPro’s systems remains the property of the Subscriber to the extent that any such Content can be divided, separated and returned to the Subscriber subject also to the right to delete after 30 days in section 9.4
General Prohibited Access: All access to and use of the Services via any automated means which is not provided as part of the Services and is not provided with the express consent of MSP Pte Ltd is prohibited.
Limited Use of Application Program Interface(s) (“API(s))”:
Authorised Users shall only be permitted to access and use any part or the whole of the Services using an API subject to the following conditions:
(a) these GTCs shall apply to any such access including where there is a third party product accessing and using any part or the whol of the Services
(b) MSP Pte Ltd shall not be liable for any direct; indirect; incidental; special; consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if MSP Pte Ltd has advices of the possibility of such losses) resulting from the use of the API(s) or third party products that access and use the Services via an API
(c) Excessive use of the Services using an API may result in temporary or permanent suspension of access to the Service via an API. MSP Pte Ltd , in its sole discretion will determine and assess whether or not use is or has been excessive and may, if reasonable in the circumstances, warn the Authorised User prior to suspension or suspend and as soon as practicable inform of the reasons for suspension
(d) MSP Pte Ltd reserves the right at any time to modify, discontinue, temporarily or permanently – access and use of the Services via any API(s) with or without notice and MSP Pte Ltd is not obliged, simply because API(s) are being used to service their existence or compatibility
All Confidential Information is Confidential: You agree to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
Reasonable Confidential Information Controls: MSP Pte Ltd shall ensure that reasonable controls and systems are in place in relation to preserving Confidential Information as confidential. However, MSP Pte Ltd shall not be responsible for any breaches of confidential information through illegal means including by third parties and including but not limited to hackers; perpetrators or instigators or viruses, harmful electronic or technological activity or information theft (“Uncontrolled Confidentiality Breaches”). You waive all claims against MSP Pte Ltd in relation to any damages arising directly or indirectly from such Uncontrolled Breaches if they ever occur.
5. Security and Access
Scope of Provisions for Security and Access by MSP Pte Ltd : MSP Pte Ltd shall be responsible for providing a secure method of authentication and access to the Services, subject always to limitations in these Terms and Conditions including relating to Uncontrolled Confidentialiy Breaches or any other breaches:
(a) password management
(b) transmission of passwords in a secure format
(c) protect passwords entered for the purposes of accessing the Services by utilizing a code that follows password management
Subscriber’s Responsibilities: Subscriber shall be responsible for:
(a) protecting the security of usernames; passwords and any login credentials
(b) protecting any codes associated with the Services
(c) protecting its own personal information and ensuring any supplied to MSP Pte Ltd for the use of the Services is correct and updated properly
(d) all other reasonable measures of self-protection and application of caution to usage of any system
(e) notifying MSP Pte Ltd upon suspicion or indication that a username; password; log in credentials or similar have been lost, stolen or are being misused or have been compromised
Standards of Security Applicable to MSP Pte Ltd : At all possible and practicable times MSP Pte Ltd will
(a) use best endeavours to implement industry standard practices for transmitting and storing Your Content
(b) employ information security industry standard practices with respect to any network security practices including but not limited to, firewalls, intrusion detection, authentication protocols, vulnerability and patch management
(c) ensure its host facilities maintain industry standards for security and privacy
(d) within 60 days of a written request by a Subscriber, and provided there is no dispute, provide an industry standard audit report of security measures upon payment of an administrative fee to be set by MSP Pte Ltd for the provision of such report
Penetration Testing: MSP Pte Ltd may but shall not be obliged to employ the services of a third party to conduct penetration testing on MedSoftPro at times of its discretion. at MSP Pte Ltd may also conduct further penetration testing upon the issuance of or preparation for major or critical updates. You accept that during penetration testing there may occasionally be disruption but that this shall be managed in accordance with best practices by MSP Pte Ltd and MSP Pte Ltd shall instruct any third party penetration testing consultant or entity to carry out safety and precautionary measures during testing.
The fact of carrying out penetration testing shall not form or create an actual or implied service guarantee level and any service levels shall be regulated by the Service Level Conditions.
Security Breach: In the event of a suspected or actual Uncontrolled Confidentiality Breach or any other form of security breach, You must immediately notify MSP Pte Ltd and provide all useful disclosures including any disclosures relating to the timing of any breach and description and supporting materials relating to the breach.
In the event that MSP Pte Ltd suspects or if there is an actual breach which might affect You, then MSP Pte Ltd shall assess the measures that might need to be taken to address the potential or actual breach, and shall notify You of measures taken and any measures that You ought to take. You must comply with all measures instructed by MSP Pte Ltd to be availed of any security improvements or repairs MSP Pte Ltd needs to make in such circumstances. If You refuse to cooperate or comply then the Services may be suspended, but You shall remain obligated to pay, until such time as You comply or until proper termination of the Agreement with You subject to any penalties for early termination and any damages or other remedies available at law.
Further Assistance for Security Breaches: You accept that You shall also be required to participate and cooperate in any investigation into a Security Breach and that should any claims against third parties be made in dispute resolution or litigious proceedings that You shall fully cooperate and provide supporting evidence where necessary to MSP Pte Ltd . You shall further cooperate in mitigating any damages of any security breaches.
6. Legal Compliance
Protection of Content Subject to Laws and Other Requirements: MSP Pte Ltd accepts that one of its primary duties is to put in place measures and systems to protect the Content to the extent permitted by law. MSP Pte Ltd reserves the right without claims to be made by You to release information on the Content to any legal authority, Government authority, in response to a subpoena or court order and You shall waive all claims against MSP Pte Ltd for so doing and further You shall accept that MSP Pte Ltd may be required to provide ongoing cooperation with authorities, including but not limited to enforcement authorities, for their investigations or actions. MSP Pte Ltd is under no obligation to resist requests from such agencies and authorities as being legal and based on purported rights to demand.
MSP Pte Ltd may, if legally permitted, notify You of any required disclosure. MSP Pte Ltd reserves the rights to seek protective orders and other injunctive relief.
7. Back Up and Archiving
Back Up-Provisions and Archiving: MSP Pte Ltd currently uses but is not obliged to continue using the servers of Digital Ocean LLC which are backed up by Amazon S3 for storage of data. MSP Pte Ltd may elect to change service providers, and shall notify You at an appropriate time in MSP Pte Ltd’s discretion of any changes to service provider. In the event of any lost or corruption of data, MSP Pte Ltd shall liaise with Digital Ocean LLC or the relevant service provider at the time and use their procedures to attempt to procure recovery of lost or corrupt data, or earlier back ups or historical data on Your behalf. MSP Pte Ltd does not accept any responsibility and You waive all rights of claim against MSP Pte Ltd in relation to the performance of Digital Ocean LLC and/or the relevant service provider at the time, any of their affiliates, appointed third parties or partners.
In the event the Services are terminated, You shall be provided with no longer than 90 calendar days to retrieve Your Content and transfer, at Your expense and as Your administrative task(s).
8. Payments, Refunds and Changes to Subscription(s)
Valid Credit Card / Payment Accounts: MSP Pte Ltd will operate payment mechanisms either through issuance of invoices or using its payment systems integrated into MedSoftPro, in MSP Pte Ltd ’s discretion. You may not demand issuance of an invoice other than an electronic invoice under which You will be required to make electronic payment. Such procedures will only be varied by written agreement with MSP Pte Ltd .
You must provide valid credit card information and ensure that payments can be automatically deducted using the information supplied to MSP Pte Ltd . You shall not revoke permissions to deduct nor seek to illegally terminate the agreement with MSP Pte Ltd by deliberately procuring the inability to use the credit card information.
You may use an electronic wallet or funding or e-payment system to set up a regular debit system to pay MSP Pte Ltd . However, You must ensure that sufficient funds are always in the electronic wallet / account .
You acknowledge and accept that should Your credit card or electronic wallet / account be insufficient or unable to make payment to MSP Pte Ltd , or should any other act or omission You make result in non-payment to MSP Pte Ltd , then MSP Pte Ltd may suspend all use of MedSoftPro and any Services including access to Content until such time as You make payment. If You fail to make payment for a period longer than 14 days, without requirement or obligation upon MSP Pte Ltd to make more than one written demand or electronic notice of non-payment, MSP Pte Ltd may immediately terminate all Services without prejudice to any other rights and claims to outstanding balance, damages and other remedies available at law against You. MSP Pte Ltd may destroy all Content and free up space on any third party servers or within its own system and shall not be obliged to keep any back ups in such circumstances.
Your Responsibility for Other Charges: You accept responsibility for all transmission charges in relation to the use of MedSoftPro including but not limited to roaming charges when using the application through networks charging for data or cellular usage and any other transmission charges which may be applied. If You set Your devices to accept data on a charged basis or to continue operating in the background then You accept responsibility for accepting default settings or choosing such settings.
No Refunds: No refunds or credits shall be provided in relation to an partial periods of service, upgrade/downgrades, or for periods unused with an active subscription including but not limited to instances of removal of a Subscriber.
No Subscription Cancellation Fees: MSP Pte Ltd will not charge for the act of cancellation and will only charge until the end of the relevant billing cycle in which the cancellation is made
Updates to Charges in Billing Cycle: Any upgrades or changes to the subscription resulting in a change to charges shall be automatically updated in the next relevant billing cycle. Any changes to the subscription including downgrades may result in loss of access to Content, certain features or may involve an increase or decrease in the capacity to host Content provided for under the Services.
Price Changes: Prices will be maintained as per the agreed term of service under the STCs. If You allow an automatic renewal of Your term without cancellation, MSP Pte Ltd may increase the prices by an increment and such shall be automatically charged to You unless You cancel the subscription. MSP Pte Ltd reserves the rights to increase it’s fees on an annual basis notwithstanding
Taxes and Deductions: You shall not make deductions in relation to withholding tax in Your jurisdiction, but shall instead remit the entire amount of fees due to MSP Pte Ltd on a gross basis. If law requires You to make a deduction, You shall ‘gross up’ the amount so that MSP Pte Ltd still receives the full amount invoiced without any deduction.
You will be responsible for all of Your own taxes and any transaction taxes, if applicable.
You must ensure that the full amount due is remitted to MSP Pte Ltd without bank fee or other transaction deductions. You must elect to pay any bank charges by the sending bank and the recipient bank and You must check to ensure that no bank or intermediary has applied any fees resulting in a deduction. MSP Pte Ltd reserves the right to suspend the Services should You not remit the full amount due and including if You fail to ensure bank charges are absorbed by You.
9. Cancellation and Termination
Responsibility of Administrators to Cancel: Administrators are solely responsible for cancelling subscriptions and may cancel a subscription at any time by visiting https://www.medsoftpro.com/subscription-cancellation/. For security reasons, cancellations shall only be performed by an Administrator using the account cancellation URL within the Services. Cancellations cannot be accepted by any other methods.
General Right to Suspend or Terminate: MSP Pte Ltd has in its sole discretion the right to suspend or terminate the Services without notice for any actions or omissions by You that are a violation of these Terms and Conditions, a violation of the STCs, any related documents or any laws or regulations, or any matter that is a Security Emergency
Opportunity to Remedy Breach or Violation: If MSP Pte Ltd considers in its sole discretion that a violation could be remedied and MSP Pte Ltd would prefer to provide an opportunity to You to remedy a violation before suspending or terminating Services, then MSP Pte Ltd may elect to provide You with notice of the violation and 30 days to remedy the violation. If You fail to remedy the violation within the 30 day period, MSP Pte Ltd may then elect to terminate the Agreement with You reserving all other rights and remedies at law.
Deletion of Content and Data: Within 30 days of termination or cancellation of the Services, MSP Pte Ltd may delete all Content and Data relating to the Services provided to You. You waive all rights to make any claims in relation to loss of Content or Data in the circumstances of termination or cancellation.
10. Limitation of Liability
No Liability and Waiver subject to limited Exclusions: Except for a breach by MSP Pte Ltd in relation to
(a) the Confidentiality provisions
(b) the Security and Access provisions
(c) managed back up and archiving provisions
MSP Pte Ltd shall not be liable for and You waive all rights to claim any loss; injury; liability or damages of any kind resulting or arising out of or from or under the provision of Services provided to the Subscriber by MSP Pte Ltd .
CAPPED/LIQUIDATED DAMAGES FOR ANY VIOLATIONS/CLAIMS: YOU AGREE THAT THE LIABILITY OF MSP PTE LTD RESULTING OR ARISING OR OUT OF OR FROM OR UNDER ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICES WILL NEVER EXCEED THE TOTAL AMOUND YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT IN THE SIX MONTH PERIOD BEFORE THE DATE OF THE CLAIM AROSE. YOU FURTHER AGREE THAT MSP PTE LTD IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL; INIDRECT; INCIDENTAL; OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION ATTORNEY/LAWYER/CONSULTANCY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION –WHETHER IN CONTRACT OR IN TORT AND NOTING THAT DISPUTE RESOLUTION PROCEDURES APPLY TO THESE TERMS AND CONDITIONS AND THE AGREEMENT WITH YOU, WHETHER STRICT LIABILITY APPLIES OR NOT, WHETHER THOSE DAMAGES WERE FORESEEABLE AND WHETHER MSP PTE LTD HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET OUT IN SECTION 12 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER, DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS BETWEEN YOU AND MSP PTE LTD AND THIS ALLOCATION IS REFLECTED IN THE PRICE OFFERED BY MSP PTE LTD TO SUBSCRIBER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MSP PTE LTD . EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Subscriber’s Liability for Own Technology and Systems: Subscriber will be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
11. DISCLAIMER OF WARRANTIES
DISCLAIMER OF WARRANTIES OF ANY KIND: MSP PTE LTD HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY MSP PTE LTD . NOTHING IN THIS SECTION 11.1 SHALL MODIFY MSP PTE LTD ’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS PER SECTION 12.2 OF THIS AGREEMENT.
No Warranty as to Compatibility: MSP Pte Ltd makes no warranty that its Services when provided to Subscriber in digital or electronic format will be compatible with Subscriber’s computer; devices; hardware or accessories of any kind or that these Services will be error free. MSP Pte Ltd makes no warranty as to any results that may be obtained from the use of the Services.
Subscriber Indemnifies MSP Pte Ltd : Subscriber agrees to indemnify and hold harmless MSP Pte Ltd from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorney’s fees, consultancy fees which arise or relate to the following:
(a) Authorised Users’ breach of any obligation stated in this Agreement
(b) Authorised Users’ negligent acts or omissions
MSP Pte Ltd will provide prompt notice as reasonably practicable in the circumstances of any indemnifiable event or loss.
Subscriber will undertake at its own cost the defense of any claim, suit or proceeding with legal counsel acceptable to MSP Pte Ltd acting reasonably.
MSP Pte Ltd reserves the right to participate in the defense of any claim, suit or proceeding, at MSP Pte Ltd ’s expense, with counsel of MSP Pte Ltd ’s choosing.
MSP Pte Ltd ’s Limited Indemnification of Subscriber: MSP Pte Ltd shall indemnify You, on a limited basis and subject to compliance by You in all respects with this Agreement, against any specific: loss, damages, or costs in connection with claims, demands, suits or proceedings made or against the Subscriber by any third party (a) alleging that the Services, or the use of the Services as contemplated hereunder, infringes a copyright or legally recognized intellectual property right provided that the Subscriber
(a) promptly gives written notice of the claim(s) to MSP Pte Ltd
(b) gives MSP Pte Ltd sole control of the defense and settlement of any claim(s)
(c) provides to MSP Pte Ltd at MSP Pte Ltd ’s reasonable cost, all reasonable assistance
You shall ensure you notify Subscriber that these GTCs limit MSP Pte Ltd’s liability so far as is legally permitted to the monies paid for the relevant Services and note clause 10.1 of these GTCs.
MSP Pte Ltd shall not be subject to an indemnity of Subscriber in the event of a violation of Subscriber of these GTCs or this Agreement and including but not limited to other events such as
(i) modification of the Services by the Subscriber
(ii) use of the Services in combination with any other product or service not provided by MSP Pte Ltd to the extent that infringement or missapropriation would not have occurred but for such use
(iii) use of the Services in a manner not contemplated under the Agreement
13. Intellectual Property of MSP Pte Ltd;MSP and Your Intellectual Property
Intellectual Property of MSP Pte Ltd : Intellectual Property shall be interpreted and construed in the widest sense possible to include but not be limited to service marks; trade marks; know-how; patents; licenses; logos; client information; databases; records of actions; sales procedures; sales package structures; ancillary products bearing award design and image or any logos of branding associated with MSP Pte Ltd and MedSoftPro; indirect or direct reference to the goodwill of MSP Pte Ltd and/or MedSoftPro or any derivatives thereof
Prohibition on any use of Intellectual Property by You and any Third Party: Except for where MSP Pte Ltd embeds the logo of MedSoftPro in any software, documents electronic or otherwise or in any other medium, You and any third party are absolutely prohibited from using or exploiting of Intellectual Property of MSP Pte Ltd including but not limited to altering or modifying or embedding or any form of electronic or other use whatsoever.
However, MSP Pte Ltd welcomes referrals of new business in which case transmission of non-Confidential Information information relating to MedSoftPro is permitted without exploitation of the Intellectual Property.
Cancellation of rights relating to Intellectual Property: MSP Pte Ltd reserves the right in its discretion to temporarily suspend; cancel/withdraw any granted rights relating to the use of Intellectual Property in its discretion if MSP Pte Ltd is of the opinion any use is a violation of these GTCs and/or the Agreement. MSP Pte Ltd shall not be liable in the circumstances of violation or the inability of an alleged violator to prove that it has not violated, to any refund in whole or in part whatsoever. Upon cancellation the Termination Provisions including but not limited to section 23.1 and 28 shall apply.
MSP Pte Ltd ’s Intellectual Property; Value and Protection: The Intellectual Property in the business of MSP Pte Ltd is either registered; unregistered, existing by actual protection measures or by implication under law. Whether or not any Intellectual Property is registered You are completely prohibited from infringing, in any way whatsoever, any such rights including but not limited to by passing off; plagiarism or any form of unauthorized temporary use or modification or duplication of any Intellectual Property. You will be subject to the Termination Provisions and the Minimum Liquidated Damages provisions of condition 23 of these Terms and Conditions.
Ireevocable Consent to Use Your IP for Service Delivery; Production of Templates and Use of Brand/Image on Software: You irrevocably accept that in order tofr MedSoftPro Pte. Ltd to deliver the Services, that it shall by necessity need to use your Intellectual Property including but not limited to logos; images; branding; proprietary information in order to produce automated workflows; systems; templates and any and all other products associated with the use of MedSoftPro. You waive all ciaims against MedSoftPro Pte Ltd and any Affiliates and indemnify MedSoftPro Pte Ltd and any Affiliates against any claims for violation of Intellectual Property in delivering the Services as per this provision.
14. No Creation of a ‘Group’ in Law
MSP Pte Ltd is an Entity and MSP Pte Ltd and MedSoftPro are Not a “Group”: MSP Pte Ltd may deal with other legal entities in order to deliver the Services to You. However, the relevant company entering into a legal relationship with You is only MSP Pte Ltd . Should MSP Pte Ltd use staff or resources including consultants from any parent company, affiliate, subsidiary or connected or related party, this shall not create any direct legal relationship with You with any company or entity other than MSP Pte Ltd and shall not affect nor change the legal relationship of hire of services under the Agreement. You waive any right to claim You are dealing with a ‘Group’ at any time.
15. No Endorsements
No Endorsements and No Right to Represent Endorsement: You accept that by entering into the Agreement and using the Services that no endorsement of Your product or service is provided actually or implied by MSP Pte Ltd or any third party whatsoever. You are not permitted to represent that You have been endorsed or lead any party to believe You have been endorsed and any violation of this provision shall give rise to MSP Pte Ltd and any other party to make a claim under law for any damages, without prejudice to all other remedies available under law.
16. Exclusion of Liability for Third Parties / Government / Investors
Not Liable for Government or Third Parties: MSP Pte Ltd does not control the issuance of laws; regulations or administration of enforcement orders or similar by any Government. On such basis You accept that the risk of a Government taking any act resulting in a change to the delivery of Services or preventing the delivery of Services under the Agreement shall be entirely Your risk and any consequences arising from such shall be Your liability and no such liability shall be placed upon MSP Pte Ltd .
Exclusion of Liability to any Purchasers or Investors and Indemnity by You of MSP Pte Ltd : You accept that MSP Pte Ltd and any third party supply companies are not liable to nor obliged to any actual or potential investors in Your company or purchasers of Your products or business interests and You will ensure that such is proactively notified or disclosed so that no such investors or purchasers are lead to believe through inference or silence that any such liabilities or obligations exist.
If You issue any information memorandum or similar marketing document on Your business seeking investment, You must expressly state that the use of MedSoftPro is subject to the Agreement including for the avoidance of doubt the GTCs, STCs and SLCs.
17. Correct Billing Details
You Provide Correct Details: If You have provided information to MSP Pte Ltd as the ‘billing entity’ be it an individual or other form of legal entity at the time of entering into the Agreement, but subsequently wish to adjust the details of the entity including but not limited to the address, then the acceptance of such change shall be in the discretion of MSP Pte Ltd and shall not be an obligation of MSP Pte Ltd . Any proposal by You to change information on an invoice shall not represent a right to delay payment of an invoice nor to create any condition of payment of an invoice for services already rendered or in relation to an advance payment invoice.
18. Legal Compliance
Your Legal Compliance Responsibilities: You are wholly responsible for Your own legal compliance including but limited to any activity directly or indirectly connected to the use of MedSoftPro or under this Agreement. You shall not be permitted to use Your own non-compliance or violations of law to excuse You from performance or compliance with the Agreement or any of these GTCs or the STCs.
19. MSP Pte Ltd Not Duty Bound to Correspond
No Duty Bound Correspondence on Awards: Other than where required in relation to service obligations in relation to the Services in exchange for payments including any contracted for technical support, MSP Pte Ltd is not obliged to enter into any correspondence with You whatsoever in relation to the Services or any other enquiry other than through the issuance of official public statements. You shall not attempt to communicate with MSP Pte Ltd other than in relation to the specific obligations of MSP Pte Ltd hereunder. MSP Pte Ltd and any of its staff or representatives do not have any obligation to correspond or communicate with You beyond simple administration procedures of MedSoftPro.
19. Suspension, Withdrawal and/or Cancellation
Suspension; Withdrawal and/or Cancellation of Services: MSP Pte Ltd has the right to terminate as per the Termination Provisions below in section 23 and in addition in the event that any matter is brought to the attention of MSP Pte Ltd indicating that there is any matter which could cause damage to the reputation and goodwill of MSP Pte Ltd , MedSoftPro or any aspect of the business of MSP Pte Ltd including but not limited to:
(i) indication that You or any part of Your practice is under investigation for malpractice or misdemeanours
(ii) any public disclosure of lawsuit or claims against You or Your employees/consultants/agents/represenatives whether or not such lawsuit has been concluded although MSP Pte Ltd may elect to suspend Your rights pending outcome in MSP Pte Ltd ’s discretion
(iii) any other matter which MSP Pte Ltd deems in its discretion to potentially prejudice the goodwill of MSP Pte Ltd , MSP Pte Ltd ’s business and/or MedSoftPro
20. Principal Governing Language of English
English as the Principal Language of Business with MSP Pte Ltd : All principal documents and communications of MSP Pte Ltd shall be in English. Certain Services may be provided in other languages in the discretion of MSP Pte Ltd.
Should MSP Pte Ltd elect to use any other language, then the standard of any translations shall be limited to that of an ordinary reasonable translator and MSP Pte Ltd shall not be liable for any errors of translation accordingly and You waive all claims against MSP Pte Ltd . If You wish for any document to be translated for Your own benefit, then You may engage Your own translator, provided You do not infringe the rights of MSP Pte Ltd . There shall be no obligation to communicate with You other than in English. As per the disputes clause below, all disputes and all documents relating to any dispute shall be in the English language, or any documents not in English shall be translated into English for the purposes of a dispute.
21. Conflicts of Interest – MSP Pte Ltd ’s Determination
Conflict of Interest Policy and Non-Exclusivity of Services and Products: MSP Pte Ltd shall determine any conflicts of interest in its sole and absolute discretion. Where MSP Pte Ltd is of the opinion there is a conflict of interest, MSP Pte Ltd may implement measures to resolve the conflict.
For the avoidance of doubt, MSP Pte Ltd is supplying MedSoftPro to multiple businesses in the medical sector and may expand its provision of Services to other sectors with modifications as the case may be. The fact that MSP Pte Ltd supplies Services to a competitor or another entity in the same sector or in competition with You does not constitute a conflict of interest. The Agreement with You is non-exclusive and You wholly accept that MSP Pte Ltd shall and is able to provide its Services to multiple parties. When working with other parties, MSP Pte Ltd will have regard to the provisions of confidentiality under the Agreement.
MSP Pte Ltd may withhold and decline to provide information on the clients it works for and is wholly entitled to keep such information confidential. If any third party informs You of a client MSP Pte Ltd is working for, MSP Pte Ltd does not have to confirm or deny that it is working for such client and declination of confirmation or denial shall not be deemed to be an admission nor can be interpreted or speculated upon.
22. Your Commercial Documents
Your Responsibility for Your Product Information and Presentation: As part of an the package or Services provided by MSP Pte Ltd You may be required to create or supply documents or materials which could include but not be limited to images; content and descriptions (“Commercial Documents”). MSP Pte Ltd shall not be responsible for the contents of any Commercial Documents including use of the same in relation to any medium whatsoever. You are wholly liable for the accuracy and truth of any Commercial Documents and indemnify MSP Pte Ltd against any claims relating thereto.
If You provide Commercial Documents to MSP Pte Ltd for the purpose of assisting MSP Pte Ltd with providing Services, and such Commercial Documents contain errors of require variation, then MSP Pte Ltd may charge additional fees for the additional time and resources applied as a result of such changes at the Out of Scope Rates.
23. Termination / Liquidated Damages
Termination and Minimum Liquidated Damages: If MSP Pte Ltd terminate under any Specific Terms and Conditions or these General Terms and Conditions, then You shall be liable for no less than a minimum liquidated damages sum of 150,000 SGD per breach / violation which You wholly accept as a fair and reasonable minimum liquidated damages sum per breach. The imposition of a minimum liquidated damages sum per breach shall not limit MSP Pte Ltd ’s legal rights and remedies for all violations to sums greater than this liquidated damages sum, should there be evidence that the violation or breach caused damage exceeding the amount of 150,000 SGD. In such circumstances where the breach or violation is currently unquantifiable, MSP Pte Ltd shall be able to claim the Minimum Liquidated Damages Sum and additionally make a claim for a greater sum not currently quantified without prejudice or loss to the initial claim for the Minimum Liquidated Damages Sum. Any monetary claims made shall be without prejudice for all other rights and remedies available at law including but not limited to injunctions; specific performance orders; preservation of asset orders and all other orders and remedies.
24. Disclaimer of Agents
Disclaimer of Agents and Agency: MSP Pte Ltd must deal with agents; representatives; brokers and intermediaries (“Agents”) from time to time in relation to the Services, clients or other aspects of business. During such time, if such Agents are dealing with You then You accept that the activities of Agents are not within the control of MSP Pte Ltd and MSP Pte Ltd does not accept any liability for the following non-exhaustive list: the manner in which Agents conduct themselves, their ethical values, the truth or accuracy of their representations, their approach to the preservation of confidentiality and privacy, whether or not their allegiance or duties are properly managed or held intact or owed to the correct parties; whether or not they are accepting remuneration; commissions or benefits in kind from one or multiple parties and whether or not their motives and actions are in Your best interests. By dealing with Agents, or being referred business from Agents, MSP Pte Ltd is not endorsing any Agents or their actions or omissions, and the acceptance of any business from an Agent shall not represent or imply any commitment or duty owed by MSP Pte Ltd to an Agent. In the event that any Agent acts unprofessionally to the extent that such Agent may cause damage or harm to MSP Pte Ltd , then MSP Pte Ltd reserves the right to refuse to deal with such Agent and shall revert to You to deal with such Agent directly or prohibit such dealing entirely.
25. Social Media; Forums; Chat Rooms; Multiple party exchanges
MSP Pte Ltd operates a website to allow clients to subscribe to Services. On such site there is a technical support area. MSP Pte Ltd does not accept responsibility for any third party support site, chatroom, social media or any form of electronic of non-electronic forum (“Media”) under which advice is given or suggested in relation to the use of the Services. MSP Pte Ltd further disclaims any content of any such Media and no third party shall be deemed to be a representative or quasi-related to MSP Pte Ltd . You shall be financially and legally responsible for the consequences of using or following advice or guidance from any such Media.
26. Professional Misconduct / Abusive Behaviour Policy
Professional Misconduct; Unreasonable or Unethical or Abusive Behaviour by third parties (“3rd Parties”): From time to time You or 3rd Parties may actually or potentially engage in unbecoming conduct which may be unacceptable conduct by domestic or international standards of professional conduct; ethics; behavioural norms in the context of business or be abusive; insulting; demeaning; derogatory; divisive or of ill intent (“Unacceptable Behaviour”). In such circumstances, MSP Pte Ltd will make all reasonable efforts to preserve Your interests under any agreement with You but will not subject any of MSP Pte Ltd ’s Partners; Employees or representatives to any Unacceptable Behaviour and will not accept any instructions or acts or omissions on Your party under which You expect or require any acceptance or dealing with Unacceptable Behaviour expressly or impliedly. MSP Pte Ltd shall draw Your attention to any Unacceptable Behaviour and shall provide its view on the seriousness of the matter and shall demand remedial actions if that is appropriate or possible depending on the gravity of the Unacceptable Behaviour. In the event of a disagreement on whether You believe any actions or behaviour constitute Unacceptable Behaviour, the opinion of MSP Pte Ltd shall prevail. MSP Pte Ltd may in the event of You refusing to take action to intervene and prevent any Unacceptable Behaviour, terminate the Agreement with You and forfeit all payments received to the date of termination, or refuse to deal with the relevant 3rd Parties, or elect to report the 3rd Party Advisors to a relevant supervisory function either within their own organization; or any regulatory or domestic Government agency, or any international supervisory or regulatory function relating to You or 3rd Parties (“Supervisory Bodies”). If MSP Pte Ltd needs to release any information to Supervisory Bodies which is relevant or relates to the agreement with You, then You wholly consent to the release of such information without any form of written consent or any other consent being required and You waive all rights to make claims in relation to defamation to the extent such waivers may be made in accordance with law.
Non-Acceptance of Racism; or Discriminatory Behaviour based on Race; Religion; Gender; Orientation or any other social prejudice: Whilst MSP Pte Ltd accepts that every client and persons including You are free to hold their own social; religious; non-religious; political and personal views, MSP Pte Ltd will not accept such views being conveyed to any member of MSP Pte Ltd ’s team which may demean; cause offence; upset; be deemed derogatory by the recipient; or be an unnecessary communication designed to provoke discomfort. Such policy shall be implemented with the necessary degree of realism relating to the actual real world and circumstances of operation; the jurisdiction and balanced with the necessary degree of objectivity to differentiate between unintentional innocent mistake and any negligent; willful; or careless harm. For the avoidance of doubt; You should reserve Your opinions on race; religion; gender; orientation or similar. This term and restriction extends to general derogatory remarks on a country; it’s population; it’s electorate; it’s leaders; it’s religious constitution; any monarchistic rule; or to a segment of any society; country; race; religion or group. In the event that any member of MSP Pte Ltd engages in any such activity, You will immediately inform MSP Pte Ltd of such activity for MSP Pte Ltd to investigate.
Termination Provisions: MSP Pte Ltd has the right to terminate their arrangements with You as per the following:
(a) within the 14 day period as specified under section 8.1 for non-payment
(b) immediate termination with notice of immediate effect of termination for any violation considered material or ‘serious’ by MSP Pte Ltd
(c) termination for failure to remedy any breach considered minor by MSP Pte Ltd but warranting a legal notice or warning following notice provided to You of such breach within the cure default period of no less than 7 days for remedying such breach from the date of receipt of the notice
Following termination the minimum liquidated damages and other rights and remedies provisions of condition 23 shall apply
Governing Law: These GTCs, the STCs, the Agreement shall all be governed and construed in accordance with Singaporean Law.
Arbitration: In the event of any dispute under the Agreement including the GTCs; STCs and/or SLCs the Parties shall first try to resolve the dispute amicably.
In the event the Parties are unable to resolve the dispute amicably or do not attempt to do so within 14 days of the dispute arising, then all disputes in connection with, arising out of or under the under the Agreement including the GTCs; STCs and/or SLCs shall be settled by arbitration under the rules of the Singapore International Arbitration Centre (“SIAC”) in force at the time of the referral of the dispute to SIAC. The Seat of the arbitration shall be Singapore and the Governing Law of the Arbitration Proceedings and Arbitration Agreement shall be Singaporean Law. There shall be a sole arbitrator and the parties agree to use the fast track procedures where applicable where the claim amount falls within the threshold for fast track procedures. The location of hearings shall be determined by the arbitrator in accordance with the SIAC Rules. Costs including any legal fees, costs and expenses shall be recoverable and determined by the arbitrator. Any interest claimed on any damages shall be awarded in the discretion of the arbitrator.