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Trial Agreement

Last updated:
February 16, 2021

SPEEKI TRIAL TERMS & CONDITIONS

1.      Free trial period and term

1.1.    If you have already elected to buy a paid subscription, you are not eligible for a free trial.

1.2.    The free trial period and term of this Agreement:

(a)  commences on the start date of the trial and continues for a period of 30 days; and

(b)  will terminate earlier if you elect to buy a subscription before then.

1.3.    To continue to use Speeki’s software platform after the free trial period expires, you will need to purchase a subscription and enter into a Speeki Customer Agreement.

 

2.      Licences and ownership of Intellectual Property Rights

2.1.    Speeki grants you a non-exclusive and non-transferable licence to access and use the Trial Service for the Trial Period to test and review the Trial Service and decide whether Speeki’s software platform is suitable for your requirements.

2.2.    All Intellectual Property Rights and right, title and interest in the Trial Service remains with Speeki and no interest (other than the licence granted under this clause 2) or ownership is conveyed to you.

 

3.      Your responsibilities and restrictions

3.1.    You are responsible for:

(a)  all access to and use of the Trial Service; and

(b)  the accuracy, quality, integrity, legality, reliability and appropriateness of all data entered into the Trial Service,

by any of your authorised users, affiliates and any person to whom you have given access, whether purposefully or by failure to use reasonable security precautions.

3.2.    You must:

(a)  use commercially reasonable efforts to prevent unauthorised access to, or use of, the Trial Service, and notify Speeki promptly of any such verified unauthorised use;

(b)  comply with all applicable laws in accessing and using the Trial Service;

(c)  keep account details and passwords secure and confidential; and

(d)  only use passwords and user accounts which are rightfully possessed by you.

3.3.    You must not:

(a)  attempt to gain unauthorised access to the Trial Service or any underlying platforms;

(b)  make the Trial Service available to anyone but authorised users;

(c)  copy, frame, mirror or link any part or content of the Trial Service;

(d)  lease, loan, resell, sublicense or otherwise distribute the Trial Service;

(e)  use the Trial Service to provide or operate application service provider, service bureau, marketing, training, outsourcing or consulting services or any other commercial service related to the Trial Service;

(f)  create derivative works in or modify, adaptor translate the Trial Service;

(g)  copy any features, functions, processes or graphics of the Trial Service;

(h)  reverse engineer, reverse compile or derive the source code of the Trial Service (except as permitted by law);

(i)  build a competitive product or service or build a product or service using similar ideas, features, functions, processes or graphics of the Trial Service;

(j)  upload to the Trial Service any information or data that does or may violate or infringe the rights of others; or

(k)  upload any content to, connect to, or use the Trial Service to engage in activities that may damage, interfere with, surreptitiously intercept or expropriate the Trial Service or any related system, database or program (including through the use or transmission of viruses, Trojan horses, malware, worms, time bombs or bots).

 

4.      Your acknowledgments regarding Trial Service

4.1.    You acknowledge and agree that certain inherent features of hosted services can affect the delivery and reliability of such services. Although Speeki endeavours to provide high-quality services and products, it is not responsible for any delays, delivery failures or other loss or damage resulting from the issues set out in this clause 4.

4.2.    Security - Speeki will use its best endeavours to prevent any third party from gaining unauthorised access to the Trial Service. However, no method of transmission over the internet or electronic storage is 100% secure and Speeki cannot guarantee absolute security.

4.3.    Data backup - no data backup service provided in respect of the Trial Service.

4.4.    Regulatory compliance – Speeki’s software platform is designed to assist customers comply with various regulatory requirements. However, you are responsible for understanding your legal obligations and the regulatory requirements applicable to your business and for selecting and using Speeki’s products and services in a manner that enables such compliance. You are responsible for all consequences of decisions you make, and your acts or omissions using or on the basis of, the Trial Service.

4.5.    Availability - Speeki will use its reasonable endeavours to ensure the Trial Service is available 24 hours per day, 7 days per week. However, the availability of the Trial Service may be subject to factors outside of Speeki’s control including limitations, delays and other problems inherent in the use of internet connectivity and electronic communications.

 

5.      Warranty

5.1.    All express or implied representations, conditions, warranties and terms relating to the Trial Service not contained in this Agreement are excluded from this Agreement to the extent permitted by law.

5.2.    You receive the Trial Service ‘as is’ and acknowledges that no warranties apply and no warranty period applies to the Trial Service and Speeki is under no obligation to provide any minimum level of support services for the Trial Service.

5.3.    If the law implies or imposes a non-excludable conditional warranty which can be limited, the liability of Speeki to you for breach of that conditional warranty is limited so that Speeki may decide to:

(a)  in the case of services: the supplying of the services again, or the payment of the cost of having the services supplied again; or

(b)  in the case of goods: the replacement of the goods, or the supply of equivalent goods, or the payment of the cost of replacing the goods, or of acquiring equivalent goods.

 

6.      Limitation of liability

6.1.    To the maximum extent permitted by applicable law, Speeki is not liable for, and no measure of damages will, under any circumstances, include:

(a)  special, indirect, incidental, consequential or punitive losses; or

(b)  economic loss, loss of profits or loss of any of the following – revenue, clients, bargain, goodwill, anticipated savings, use of products or equipment, software, data or management time.

6.2.    Speeki’s liability to you under, related to, in connection with or arising out of this Agreement or its subject matter is reduced to the extent that your acts or omissions, or those of a third party, contribute to or cause any such liability.

6.3.    Subject to clauses 5.3 (Warranty), the maximum aggregate liability of Speeki for all claims under, related to, in connection with or arising out of this Agreement or its subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is excluded.

6.4.    Speeki is not liable to you for any failure or delay in performing any of its obligations under this Agreement arising out of any event or circumstance beyond Speeki’s reasonable control.

 

7.      Obligations of confidentiality

7.1.    Each party must retain in confidence, and require its personnel to retain in confidence, the Confidential Information of the other party.

7.2.    The receiving party must retain Confidential Information in as secure a manner as reasonably possible, but in no event less secure than the receiving party retains its own Confidential Information.

7.3.    Confidential Information will remain the sole property of the disclosing party and must not be disclosed to any third party without the express written consent of the disclosing party.

7.4.    A party must not use or copy the Confidential Information of the other party except in connection with and for the purposes of performing its obligations or exercising its rights under this Agreement.

7.5.    A party will not be considered to be in breach of this clause 7 if the Confidential Information is disclosed:

(a)  to a party’s personnel or subcontractors to whom disclosure is necessary in order to perform that party’s obligations or exercise its rights under this Agreement; and

(b)  to a party’s professional advisers, but only to the extent necessary for those advisers to provide advice or protect the rights of that party under this Agreement,

and the receiving party imposes an obligation on such recipients to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement.

7.6.    The obligations of confidentiality under this clause 7 survive rescission, expiration or termination of this Agreement.

 

8.      Data processing, privacy and personal data

Speeki’s Privacy Policy, which can be found at www.speeki.com/privacy-policy, sets out in detail how Speeki processes your own personal data and the personal data of others that you enter into the Trial Service.

 

9.      Suspension and termination

9.1.    Speeki may suspend your access to and use of the Trial Service, without any liability to you or any third party, if:

(a)  you are in breach of any of your obligations under clause 3 (Customer responsibilities and restrictions);

(b)  you do not co-operate with Speeki’s reasonable investigations in respect of any suspected breach of your material obligations under this Agreement;

(c)  there is an attack on the connecting equipment used to host or access the Trial Service, including hardware, software, networks, systems, gateways or services;

(d)  Speeki is required by any law or government agency to do so; or

(e)  any other event occurs for which Speeki believes a suspension of any of its services is necessary to protect the best interests of its ongoing service delivery and its customers.

9.2.    Without adversely affecting any other rights it may have, Speeki may terminate this Agreement with immediate effect if you are in breach of any of your material obligations under this Agreement.

9.3.    On termination of this Agreement for any reason, all rights, obligations and licences of the parties under this Agreement will cease.

9.4.    Termination, completion or expiry of this Agreement for any reason does not extinguish or otherwise affect:

(a)  any rights of either party against the other which:

(i)   accrued prior to the time of the termination, completion or expiry; and

(ii)  otherwise relates to or may arise at any future time from any breach or non-observance of obligations under this Agreement which arose prior to the time of the termination, completion or expiry; and

(b)  the provisions of this Agreement which by their nature survive termination.

 

10.      Definitions and interpretation

10.1.   In this Agreement:

Business Day means Monday to Friday (inclusive), excluding public holidays in Singapore;

Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence;

Speeki Customer Agreement means the end user agreement for the procurement of Speeki’s products and services by a customer which can be found at www.speeki.com/customer-agreement;

Intellectual Property Rights means copyright; all rights conferred under statute, common law or equity in relation to inventions (including patents); registered and unregistered trademarks; registered and unregistered designs; software, source code and circuit layouts; moral rights; confidential information; and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

Trial Period means the period described in clause 1 (Free trial period and term);

Trial Service means the trial and demonstration version of Speeki’s software platform that enables an entity’s employees, partners and suppliers to report concerns or misconduct to that entity in a secure and prompt manner. Features in the free trial edition are limited; and

you or your means both you and any entity or firm you are authorised to represent.

10.2.   In this Agreement, the following rules of interpretation apply unless the contrary intention appears:

(a)  headings are for convenience only and do not affect the interpretation of this Agreement;

(b)  the singular includes the plural and vice versa;

(c)  “includes” means without limitation;

(d)  a reference to:

(i)   a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;

(ii)  a party includes its successors and permitted assigns;

(iii)  a document includes all amendments to that document; and

(iv)  an agreement other than this Agreement includes an undertaking, or legally enforceable arrangement or understanding, whether or not in writing;

(e)  an agreement on the part of two or more persons binds them jointly and severally;

(f)  when the day on which something must be done is not a Business Day, that thing must be done on the following Business Day; and

(g)  no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or any part of it.

 

11.      General

11.1.   Assignment – You may not transfer, assign, charge, mortgage or encumber any of its rights under this Agreement without the prior written consent of Speeki, which will not be unreasonably withheld.

11.2.   Further assurances - Each party must, at the reasonable request of the other, do everything reasonably necessary to give effect to this Agreement and the transactions contemplated by it. This includes, but not limited to, the execution of documents.

11.3.   No agency or partnership - Nothing in this Agreement is deemed to constitute either party as the agent, partner or joint venture of the other.

11.4.   Waiver and variation - A provision of or a right created under this Agreement may not be:

(a)  waived except in writing signed by the party granting the waiver; or

(b)  varied except in writing signed by the parties.

11.5.   Severability – If a provision of this Agreement is invalid or unenforceable in a jurisdiction:

(a)  it is to be read down or severed in that jurisdiction to the extent of the invalidity or unenforceability; and

(b)  that fact does not affect the validity or enforceability of that provision in another jurisdiction, or the remaining provisions.

11.6.   Entire agreement - This Agreement supersedes all previous agreements about its subject matter and embodies the entire agreement between the parties.

11.7.   Governing law - This Agreement is governed by the laws of Singapore. Each party irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Singapore.

11.8.   Notices - Notices under this Agreement must be in writing and may be delivered by hand or by mail to the addresses of the parties set out in the Schedule or to such other address as a party may from time to time notify to the other party in writing. A notice or communication is deemed as having been received:

(a)  in the case of hand delivery, on receipt by the recipient; and

(b)  in the case of posting, three days after dispatch,

provided that, if a notice or other communication is served by hand on a day which is not a Business Day or after 5pm on any Business Day, such notice or communication will be deemed to have been received by the recipient at 9am on the following Business Day.