General User Terms & Conditions
With effect from January, 2020.
These Terms and Conditions (“Conditions”) govern the relationship between a company (“Customer”) with the services provided by Really Pte. Ltd. (“Really”). The services are accessible and available, for example through https://www.really.sg.
These Terms and Conditions should be reviewed carefully before using the services provided by Really.
Customer access to, and use of services, is conditioned on the Customer’s acceptance of and compliance to these Conditions. These Conditions apply to the Customer and its users, and others who access or use these services.
1. DEFINITIONS AND INTERPRETATION
In these Conditions, the following words and terms shall have the following
meanings unless the context otherwise requires:
“Account” means when an individual fills in the registration information such as name, email address and password. After which, the Account is created based on that registration information.
“Amendment” means any proposed amendment or revision of any Contents submitted to Really for Publication.
“Business Data” means all information, materials, tasks or activities required in order to use the Services for communicating, sourcing, transacting by Customer with other customers.
“Content” means all information, data, designs, artwork, photographs, negatives, diskettes, drawings, charts, graphs, audio/audio-visual recordings, graphics, user- interface, ‘look-and-feel’, programming code, scripts, processes, workflows, features, functions, CGI applications, PHP scripts and software and other materials and supplies provided for or relating to the processing of Business Data.
“Customer” means a company and its users as an individual that has created an Account with Really.
“General Terms and Conditions” means the Really’s General Terms and Conditions.
“Mobile” means SMSes, MMSes, WAP sites, websites, applications, apps or other mobile communications sent through or accessed via mobile phones or other mobile devices.
“Online” means online websites and other internet technologies owned or operated by Really.
“Print” means brochures, supplements, magazines and other printed Content produced and published by Really.
“Process” or “Processing” shall have the meaning ascribed to it in the PDPA.
“Publication” or “Publish” shall include the display, publication, broadcast and dissemination of Contents.
“Service” means the Publication and Processing of any Business Data/Contents/Transactional Data by Really, and any other service or functions or features provided by Really in support of or related to the same. All Services are free of any charges for the Customer unless otherwise specified and agreed between the Customer and Really.
“Transactional Data” means any information related to a Service provided by Really and shared between two customers directly, for instance for sourcing or other transactions. One Customer may provide such information to another Customer as and when required.
a) Unless otherwise defined in these Conditions, capitalised terms and expressions used in these Conditions shall have the same meaning as is given to those terms and expressions in the General Terms and Conditions.
b) Unless the context otherwise requires or permits, references to a singular number or entity shall include references to the plural number or entity and vice versa; and words denoting any gender shall include all genders. The reference to a ‘person’ in these Conditions includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality).
c) The headings to these Conditions are to facilitate reference and shall not affect or influence in any way the construction of any of the Conditions.
2. CONTENT RIGHTS
- By providing Content to Really, the Customer grants Really the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. The Customer retains any and all of the rights to any Content submitted by the Customer, post or display on or through the Service and the Customer is responsible for protecting those rights. The Customer agrees that this license includes the right for Really to make the Content visually available to other users of the Service.
- The Customer represent and warrant that:
- the Content is owned by the Customer, or the Customer has the right to use it and grants Really the rights and license as provided in these Conditions, and
- the Publication of Contents on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any other person.
- Really will not share, disclose, sell, lease, modify, delete or distribute any Account information provided by the Customer in any manner.
3. CUSTOMER’S ACCOUNT
- By creating an Account with Really, the Customer must provide information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Conditions, which may result in immediate termination of the Account on Really’s Service
- The Customer is responsible for safeguarding the password used by the Customer to access the Service and for any activities or actions under the Customer’s password, whether the Customer’s password is with Really’s Service or a third-party service.
- The Customer agrees not to disclose the Customer’s password to any third party. The Customer must notify Really immediately upon becoming aware of any breach of security or unauthorized use of the Customer’s Account.
- The Customer may not use as a username, the name of another person or entity or one that is not lawfully available for use, such as a name or trademark that is subject to any rights of another person or entity other than the Customer without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
- The Customer agrees that Really may include the Customer’s business name in a list of Really customers online and in print and other electronic or non- electronic materials in an appropriate manner. The Customer may also choose to opt out by informing Really in writing.
4. INTELLECTUAL PROPERTY
The Service and its original content (excluding Content provided by the Customer, Business Data, Transactional Data), features and functionality are and will remain the exclusive property of Really and its licensors. The Service is protected by copyright, trademark, and other laws of both the Republic of Singapore and foreign countries. Really’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Really.
5. THIRD PARTY WEB SITES
- The Service may contain links to third-party web sites or services that are not owned or controlled by Really.
- Really has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. Advertiser or Customer further acknowledge and agree that Really shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
- Really strongly advises the Customer to read the terms and conditions and privacy policies of any third-party web sites or services that the Customer visits.
- All Contents or any amendments there to shall be submitted to Really by the Deadline relating thereto failing which the date for first Publication of the Advertisement or Content would be postponed correspondingly and Really shall not be liable to the Customer for such delay.
- Really shall be entitled to treat all Contents submitted by the Customer as the correct representation of the Content. The Customer shall ensure that all Contents are in compliance with the specifications set out in the Contract, or such other specifications as Really may determine from time to time.
- In the event that any Amendments or Contents are not received by Really by the Deadline, Really shall be entitled but not obliged to use the Contents previously submitted, if any.
- If at any time (whether before or after first Publication of any Content) in the opinion of Really:
the Publication of any Content would by reason of any of the contents thereof (including any design, photograph, text or statement therein):
- infringe the intellectual property or other rights of any person; or
- constitute a libel of any person; or
- offend public standards of morality or decency; or
- offend racial or religious sensitivities; or
- violate any code, regulation, directive or law in Singapore or any jurisdiction in which the same would be Published; or
- be contrary to any policies of Really or contracts entered into between Really and third parties; or
- will or is likely to cause Really or any of its related entities, affiliates and/or subsidiaries to be in breach or potential breach of the PDPA; or
any consent or approval required to be obtained for the Publication of any Contents, or the use of any Material in any Contents has not been obtained, Really shall be entitled, at its absolute discretion, to:
- refuse to accept any copy of any Contents;
- decline to Publish or cease the Publication of that Contents; or
- require that the Customer makes such revision or modification to the form and/or content of that Contents by a deadline specified by Really.
In any case where Really declines to Publish or ceases to Publish any Content by reason of Condition 2.4(a) or 2.4(b) or the Customer fails to make revision or modification to the form and/or content of that Content to the satisfaction of Really within the deadline specified by Really, Really shall not be liable to the Customer for any damages and/or loss suffered by the Customer.
In the event that any claim or allegation is made by any person that any Business Data/Content is defamatory of, or infringes in any way any right of that person or any other person, Really shall be entitled to cease or suspend further Publication of such Business Data/Content forthwith and/or Really shall Publish an apology or retraction in such form and terms as it considers appropriate and/or enter into any compromise or settlement agreement with such person without
- any further reference or authority from the Customer;
- further investigation or inquiry into the validity or merits of such claims;
- incurring any liability to the Customer; and
- without affecting any of the Customer’s representations, warranties obligations to Really under the Agreement.
- The Customer shall not in such case make any claim whatsoever against Really with respect to any such decision to cease or suspend Publication, apology, retraction, compromise or settlement, and shall procure that the person whose business, activities, products or services are promoted by Publication of the Contents refrain from making any such claim against Really.
- Really shall be entitled to revise and amend from time to time the contents of any Deadline Notice by giving notice thereof to the Customer.
- Really makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively the “Statistics”) for any Contents. The Customer acknowledges that the Statistics provided by Really are the definitive measurements of Really’s performance on any delivery obligations provided in this Agreement. No other measurements or usage statistics (including those of the Customer or a third-party server) shall be accepted by Really. The Customer further acknowledges that all Statistics provided by Really are purely estimates and should not be relied on by the Customer. Accordingly, Really makes no representation or warranty with respect to such Statistics whatsoever or with respect to its accuracy.
- Really shall not be required to provide the Customer with any proof of Publication of any Content.
The Customer is responsible for the accuracy of their immediate related data (“Data”) at all times. Data includes information contained within an account, Business Data and Transactional Data. In case of outdated Data observed by the Customer, the Customer shall keep Data updated and correct. In case the Customer is not able to correct Data, the Customer shall inform Really. Really shall support the Customer to update the Data.
Really shall not share any Data with any third parties outside of Really’s Services without consent in writing by the Customer.
Transactional Data are only visible and accessible by the Customer directly related to the transaction. Other customers are not able to visualise or access Transactional Data not related to them.
Really might use anonymous and unnamed Transactional Data for benchmarking or other comparative purposes as part of Really’s Services.
8. REALLY’S SERVER
Really Services are provided on servers that are based on Amazon Web Services (“AWS”). AWS used by Really includes the following services: cloud, database, back-up, identity and access management, detective controls, infrastructure protection, and data protection.
Really continuously reviews AWS and enhances the best use of AWS to ensure that Really’s Services functions at its best and to the highest security standards for all customers.
- Cancellation of Account and/or Contract is permitted. A Customer may cancel its Account and/or Contract at any time by informing Really in writing. All the Customer’s Content will become immediately inaccessible from Really’s Service upon cancellation. After 30 days, all Content will be permanently deleted from all backups, logs and other data storages of Really. Deleted Content cannot be recovered once the Content has been permanently deleted.
- Really, at its sole discretion, has the right to suspend or terminate a Customer’s Account and refuse any and all current or future use of the Service for any reason, at any time. Such termination of the Service will result in the deactivation or deletion of the Customer’s Account or access to the Customer Account, as well as the forfeiture and relinquishment of all content in the Customer’s account. Really reserves the right to refuse Service to anyone for any reason at any time.
10. EDMs and MOBILE DIRECT MAILERS
- Content which is disseminated by Really through EDMs or mobile direct mailers will be sent to email addresses or mobile numbers found in Really’s database, unless otherwise agreed between Really and the Customer. The Customer agrees that Really shall be under no obligation to provide the Customer with such email addresses or mobile numbers and other details of persons and/or companies which the Content are sent to.
- Where the Content disseminated by Really through EDMs or mobile direct mailers is to be sent to email addresses or mobile numbers (“Client Data”) provided by the Customer, the parties agree that:Really processes the Client Data as a data intermediary, and will delete or remove the means by which the personal data comprised in the Client Data can be associated with particular individuals as soon as it reasonably considers that:
- the purpose for which that personal data was collected is no longer being served by retention of the personal data; and
- retention is no longer necessary for legal and business purposes. Nothing herein shall require Really to perform any of its obligations in a manner which exceeds the requirements of the PDPA; and
- all provisions in respect of Personal Data in the General Terms and Conditions shall apply.
- Really shall own the Website, graphics, user interface, screen designs and the overall ‘look and feel’ and all programming codes contained therein.
- Really shall not be liable for any damages, losses, costs, claims and expenses incurred by the Customer due to virus, malfunction, interruption, unavailability, maintenance, suspension and downtime occurring on the Website or any part of it. Really shall have the right to suspend the Website or the services thereat at any time and for any reason, with or without notice, but if such suspension lasts or is to last for more than one (1) day, the Customer will be notified of the reason.
- Really shall be entitled to use all information contained in the Website including, but not limited, to the Customer’s information and content submitted by the Customers for:
i. responding to the Customer’s requests and queries;
ii. providing goods and services to the Customers;
iii. verifying and Processing the Customer’s personal particulars;
iv. communicating with the Customer;
v. enforcing Really’s contractual and legal rights and obligations;
vi. marketing research, user profile and statistical analysis;
vii. sending the Customer information, promotions, updates and marketing and advertising Contents in relation to Really’s goods and services and those belonging to a third-party organisation;
viii. complying with law, the requests of law enforcement and regulatory officials, or orders of court; and
ix. any other purpose for which Really has obtained the Customer’s consent.
12. LIMITATION OF LIABILITY
In no event shall Really, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:
- Customer’s access to or use of or inability to access or use the Service; and
- any conduct or content of any third party on the Service; and
- any content obtained from the Service; and
- unauthorized access, use or alteration of the Customer’s transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not Really has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
13. SERVICE AVAILABILITY
Really attempts to make the Service available based on the best efforts. However, a Customer uses the Service at Customer’s sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis, given best efforts by Really. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Really and its subsidiaries, affiliates, and its licensors do not warrant that
- the Service will function uninterrupted, secure or available at any particular time or location; or
- any errors or defects will be corrected; or
- the Service is free of viruses or other harmful components; or
- the results of using the Service will meet Customer’s requirements.