PortOne Global - Terms of Service

Last Updated: May 1, 2024
These terms of service (the “Terms”) set out terms and conditions, together with any Order Forms, PortOne Services Description, the Data Processing Agreement (the ”DPA”), schedules or supplementary documents expressly incorporated therein (collectively the “Agreement”), which serve as an agreement between you and PortOne SG Pte. Ltd. and its subsidiaries or affiliates (“PortOne”, “we”, “us” or “our”) and governs your access to and use of our platform and our related websites, services, applications, or products and or other services provided by PortOne that are described in one or more Order Forms (collectively, the “Services”).
The Terms form a legally binding agreement between you and us. Please read these terms carefully.

1. Acceptance of the Terms

By accessing, installing, or using the Services, you accept and agree to be bound and abide by these Terms.  Your access to and use of our Services is also subject to the Agreement, the terms of which can be found directly on our platform, and are incorporated herein by reference. By using the Services, you consent to the terms of the DPA.  You can accept the Terms by accessing or using our Services. If you do not agree to these Terms, you must not access or use our Services.
You may enter into these Terms on behalf of yourself or on behalf of an entity, such as your employer, or the company you work for. If you enter into these Terms on behalf of a legal entity, you represent and warrant that you are a duly authorized representative with the authority to bind that legal entity, in which case the terms “you” and “your” will refer to you and that legal entity, and that your entity is legally and financially responsible for your access or use of our Services as well as for the access or use of your account by others affiliated with your entity, including employees, agents or contractors.

2. Modification of the Terms

We reserve the right, at its sole discretion, to change, modify, add, or remove any portions of the Terms and our Services Description from time to time. We will use commercially reasonable efforts to generally notify you of any material changes to the Terms, such as through a notice on our platform or our Services. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms and any modifications as they arise. If you do not agree to the new Terms, you must stop accessing or using the Services.

3. Account Information and Security

You may be required to provide information about yourself (such as identification or contact details) to register for and to access or use our Services. You represent and warrant that any such information is and will remain up-to-date, accurate and complete. You may also be asked to create a username and password to access or use the Services. We may reject, or require that you change, any such username or password, in our sole discretion. You agree and understand that you are entirely responsible for maintaining the security and confidentiality of your username and password associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to PortOne for all activities that occur under your account.

4. Service Order

You may order the Services through order form approved and authorized by PortOne (each an “Order Form”). Any order for the Services made pursuant to an Order Form is subject to the terms of the Agreement. An Order Form may contain additional or different terms, conditions, and information regarding the Services that you are ordering as agreed to by PortOne. In the event of any conflict or inconsistency between the Agreement and any Order Form authorized and agreed by PortOne, the applicable Order Form controls and governs over the Agreement, to the extent necessary to resolve the particular conflict or inconsistency only. PortOne will provide the Services set forth in your Order Form and standard updates to the Services. PortOne may, at its sole discretion, discontinue the Services, or modify the features or functionality of the Services.

5. Provision of the Services by PortOne

We have subsidiaries and affiliated legal entities around the world. You acknowledge and agree that these companies may be providing the Services to you on behalf of PortOne itself and that they will be entitled to provide the Services to you.
You acknowledge and agree that the form and nature of the Services which we provide may change from time to time. As part of the continuing innovation and development of our Services, you acknowledge and agree that we may stop (permanently or temporarily) providing the Services (or any features within the Services) to you at our sole discretion, without prior notice to you.
You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

6. Use of the Services by you

Subject to the terms and conditions in the Terms, you may access and use the Services as set forth on each applicable Order Form. You agree to use the Services only for purposes that are permitted by (a) the Terms, (b) any applicable Order Form, and (c) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
You acknowledge that you have neither obtained nor will obtain any ownership or other right, title, or interest in or to the Services or any proprietary rights relating to thereto. Without limiting the generality of the foregoing, PortOne owns all right, title, and interest in and to all upgrades, enhancements, changes, and modifications to the Services. Under no circumstances will you be deemed to receive, have, or be granted title to all or any portion of the Services.
You agree that you will not engage in any activity that interferes with or disrupt the Services (or the servers and networks which are connected to the Services). Unless you have been specifically permitted to do so in a separate agreement with us, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
You agree that you are solely responsible and that we have no responsibility to you or to any third party for any breach of your obligations under the Terms and for the consequences including any loss or damage which we may suffer of any such breach.

7. Proprietary Rights

You acknowledge and agree that we own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services. You further acknowledge that the Services may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.
You agree that we may identify you as a customer and use your logo and name on our website, in sales and presentation, marketing materials and press releases.
We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree not to use the Services to infringe on any intellectual property rights.

8. Fees and Payment; Taxes

All and any fees and payment terms in connection with your use of the Services (“Fees”) are as set forth in the applicable Order Form. Except as expressly set forth in the Terms and to the extent permitted by law, all payment obligations are non-cancellable and Fees are non-refundable.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law (“Taxes”), unless otherwise stated therein. You are responsible for paying all Taxes associated with the use of the Services.
We may change or modify the Fees for the Services at any time, in our sole discretion, upon at thirty (30) calendar days prior notice to you, provided that any such change or modification will be effective upon the commencement of your next invoice date.
Without limiting our rights in any other section of the Term, if any failure to pay the Fees continues for ten (10) calendar days following the due date, we may terminate, suspend, or disconnect your use of the Services immediately without prior notice.

8. Privacy and Data Protection

We are firmly committed to protecting the privacy of your personal information and the personal information of your customers.  By using our Services, you acknowledge and agree that our collection, usage and disclosure of personal information is subject to our DPA. [ PortOne Global - Data Processing Agreement ]

9. Term and Termination

The term of these Terms will begin on the date specified in an Order Form and continue until terminated by us or by you. Either party may terminate the Agreement by providing at least thirty (30) days’ prior written notice to the other party.
Either Party may immediately terminate the Agreement, effective upon written notice to the other party, if the other party materially breaches the Agreement and does not cure such material breach within thirty (30) business days after receipt of written notice of such breach.
Without limiting any other remedies, if you fail to comply with any provision of the Terms or any referenced documents such as Order Form, we may immediately suspend your access to the Services or terminate the Terms, effective immediately. We may suspend or terminate the Terms, for any reason, upon written notice, including if we suspect that you have engaged in fraudulent activity in connection with the use of the Services.
Upon any termination of the Agreement by either party for any reason:
we will cease providing you with the Services and you will no longer be able to access your account;
unless otherwise provided in the Agreement, you will not be entitled to any refunds or any Fees, pro rata or otherwise; and
any outstanding balance owed to us for your use of the Services through the effective date of such termination will immediately become due and payable in full.
No termination of the Agreement will affect your obligation to pay all Fees that may have become due before termination of the Agreement. If your Services are suspended for your failure to comply with the Agreement, you will be liable for all Fees due and owing during the period of suspension.

10. Warranty Disclaimer


11. Indemnification

To the extent not prohibited by applicable law, you agree to defend, indemnify, and hold harmless PortOne, its subsidiaries, and affiliates, and each of their respective officers, directors, employees, shareholders, and agent from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of the Agreement or arising out of a breach of your obligations, representation, and warranties under the TAgreement.

12. Limitation of Liability

To the fullest extent permitted by law, PortOne, including its affiliates, will not be liable in connection with the Agreement for any:
(1) special, incidental, indirect, consequential, or punitive damages;
(2) loss of business profits, business interruption, loss of business information, loss of data, loss of business opportunity;
(3) unauthorized access to, loss of, deletion of, failure to store, or alteration of system data, any content and other communications data maintained or transmitted by or through your use of the Services;
(4) your failure to provide us with accurate account information;
(5) your failure to keep your password or account details secure and confidential;
(6) a failure of your internet services, downtime, or maintenance; and
(7) damages, in the aggregate for all claims arising out of or related to the Agreement, exceeding the amount actually paid by you for the Services (if any) in the six (6) months preceding the event or circumstances giving rise to such claims.
PortOne and its affiliates will be only liable for actual damages arising from PortOne’s willful misconduct or gross negligence.

13. Governing Law and Jurisdiction

The laws of the Republic of Singapore, regardless of conflict of principles, govern all matters arising out of or relating to the Terms.  Any dispute arising in connection with the Terms and our Services shall be subject to the exclusive jurisdiction of the Singapore courts.

14. Miscellaneous

Assignment. Neither party may assign these Terms or its rights or obligations under these Terms without prior written consent of the other party, except that PortOne may assign these Terms without consent to any of its affiliates or subsidiaries.
Entire Agreement. The Agreement, including any Order Form entered into hereunder, constitutes the entire agreement between PortOne and you regarding your access to and use of the Services. Each party acknowledges that in entering into the Terms, it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty that is not set out in the Terms. Headings are for convenience only, and terms such as “including” are to be construed without limitation.
Waiver. PortOne’s failure to exercise any right or enforce any condition or provision under the Agreement does not operate as a current or future waiver. For any waiver to be effective against us, the waiver must be in a writing signed by our duly authorized representative.
Severability. If any provision of the Agreement is determined to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of the Agreement are not affected or impaired in any way.
Independent Contractors. PortOne and you are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
No Third-Party Rights or Remedies. The Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than PortOne and you.
Electronic Communications. We may send you information in relation to your account (e.g., payment authorization, invoices, changes in password or payment method, confirmation message, notices) in electronic form, for example via emails to your email address provided during registration.