General Terms

Limits of Liability

Indemnification

SECURITY POLICY

SAFEGUARDING YOUR INTERNET ACCESS

1. Safeguard your password
   • Create unique Company ID, Login ID and password. Do not use the same digit more than twice or recycle your Password.
   • Do not share your user ID or password.
   • Do not allow your account information to be visible to others and your PC should not be left unattended. Your session will automatically terminate if there is no activity for a period of time.
   • Use a browser with high encryption and update it with the latest security patch
   • Change your Password regularly.
   • Do not use the “Auto Complete” function to save your Login ID or Password.
2. Log out after each session to prevent unauthorised transactions.
3. Delete junk or chain emails regularly and do not open email attachments from unfamiliar email addresses.
4. To reduce risk, do not use shared or public PCs.
5. Ensure that you back up your data regularly.
6. Clear your browser’s cache and history after each session to remove your account information.
7. Remove file and printer sharing in your PC, especially if you have Internet access via cable modems, broadband connections or similar set-ups.
8. To avoid getting infected by viruses, we recommend that you:
   • equip your PC with the latest virus detection software;
   • update the anti-virus and firewall products with security patches or newer versions on a regular basis;
   • avoid downloading any files from websites and people you are not sure about;
   • avoid using programs that allow you to automatically get or preview files; and
   • install a personal firewall to protect against hackers, virus attacks or Trojan Horse programs.
9. If you notice any unusual/unauthorised transactions or suspect any unauthorised access, please change your Password and notify us immediately at support@payrollserve.com.sg.

SUBSCRIPTION TERMS OF USE

These Terms of Use apply to your use of our online Portal pursuant to our Subscription Agreement. Please read these Terms of Use carefully as they set out our respective legal rights and obligations.

Your access or use of our Portal is subject to the relevant Subscription Agreement (and Appendices), these Terms of Use, our Privacy Statement and any other terms applicable to you from time to time pursuant to our subscription (together the “Agreement”).

By using the Portal, you are deemed to have read these Terms of Use and will be bound accordingly.

If you are accessing this Portal on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms of Use. The Portal may be accessed by no more than the specified number of Users authorised. It is your duty to ensure that all your Users comply with the Agreement and you are responsible for all activity on your account. If you do not have such authority or if you do not agree to these Terms of Use, do not use the Portal. Subject to the terms of the Agreement, we hereby grant to you a limited, non-exclusive and non-transferable right to Use the Portal as described in our User Documentation.

“Client” means the party who subscribed to use PayrollServe systems under a Subscription Agreement.

“Client Data” means all information (including personal data) given to us to perform the Services.

“Content” means all content available on or via the Portal (which may include Deliverables and Client Data) used for the Services or provided to the Client.

“Deliverables” mean “all letters, reports or documents (in whatever format) given by us to you and your Users in connection with the Services.

“Subscription Agreement” means the document (together with all its Appendices) describing the Services required of us by the Client and setting out the terms and conditions of subscription including any subsequent modification thereto.

“Services” or “Service” means the services provided to you pursuant to the Subscription Agreement including the use of the Portal.

“Portal” means a dedicated secured internet website including applications, mobile applications and other proprietary software and system interfaces provided by us to you pursuant to these Terms of Use which are owned and developed by us, our subsidiaries or affiliates and may incorporate third party Technology licensed to us (including all enhancements and replacements made subsequent to the date of these Terms of Use).

“Technology” means all hardware, software, websites, applications and system interfaces (locally installed or accessed through the web).

“Use” means use by your Users accessing the Portal (or any part thereof) via a URL that we will from time to time notify you or via a mobile application, with the use of individual login names and passwords.

“User Documentation” means our factsheets, how-to videos and explanatory materials made available by us for the Portal, of which such materials may be updated from time to time.

“User” or “Users” mean persons authorized by the Client to use the Portal and who have been supplied user identifications and passwords by the Client for the purposes set out in the Subscription Agreement.

“We”, “our” and/or “us” refers to RSM STONE FOREST IT PTE LTD and all its affiliates.

“You” and “your” refers to the Client, the Users and anyone who accesses the Portal from the Client’s account.

1. CHANGES TO AGREEMENT AND SERVICES
   1. These Terms of Use, the Portal (or any part thereof), any related mobile applications, pricing, technical support options, and other Portal-related terms and policies may be updated from time to time. The updates may occur automatically or may be caused to occur through operation of prompts that appear on your interface and will be subject to these Terms of Use. Your continued Use of the Portal indicates your agreement to the changes.
2. RIGHT TO USE THE PORTAL
   1. You acknowledge that you have read our Security Policy and Safeguarding Your Internet Access. You further acknowledge and agree that:
      1. your right to Use the Portal is (i) not dependent on the delivery of any future functionality or features nor on any oral comments made by us regarding future functionality or features; and (ii) for your own internal purposes only, in the capacity of an end-user, and you shall not use the Portal for the provision of outsourcing services or on a professional basis for anyone other than yourself, without our prior written consent;
      2. you will comply with the practices and limits concerning use of the Portal which we may stipulate from time to time;
      3. you will NOT (i) impair the security or functioning of the Portal, (ii) interfere with any other party’s use of the Portal, (iii) upload or transmit any data, media, or other content that violates the intellectual property rights or other rights of any third party or violates any law, (iv) damage, disable, overburden, or interfere with the Portal or our servers or network (or any other party’s servers or network, or (v) translate, modify, disassemble or reverse engineer any part of the Portal.
      4. all usernames and passwords will be kept secure and you will immediately notify us of any unauthorized use of your passwords or any other breach of security. You are responsible for any loss or damage arising from your use of the Portal including the use or misuse of your usernames and passwords; and
      5. you will carry out regular data backups and use a suitable anti-virus software on your own device which you use to access the Portal. We are not responsible for the deletion or failure to store any data, messages and other communications or other content maintained or transmitted by the Portal as the Portal is not a permanent repository for records or documents, nor is it a substitute for your own records.
   2. We will use reasonable efforts to provide access to the Portal continuously. However, the Portal will, at times, be unavailable due to maintenance, upgrades, unforeseen interruptions, or for such other purpose as and when necessary; and
   3. While we will provide you with basic telephone and email support at no additional charge and we will respond to such requests within a reasonable time, response time does not mean resolution time and this support constitutes a voluntary supplementary service that may be changed or discontinued by us without liability at any time. Our support desk is operational on Mondays to Fridays (except Public Holidays) from 9am to 6pm.
3. DATA PROTECTION
   1. We will keep Client Data confidential and comply with the Personal Data Protection Act 2012 (“the Act”) when using or processing your personal data to perform the Services, according to the Subscription Agreement and our Privacy Statement. We have reasonable and appropriate technical and security measures to protect your personal data as required under the Act.
   2. When submitting personal data into the Portal, you confirm that you have the necessary authorizations and consents from all relevant data subjects.
4. OWNERSHIP AND CONFIDENTIALITY
   1. You own all Client Data and you grant us a non-exclusive royalty free right to use Client Data in connection with the Services and in any way we deem necessary to provide the Services to you. You also grant us permission to combine your Client Data, if any, with that of others in a way that does not identify you or any individual personally. We may use this Content to improve services and to compare business practices with other company standards. We may use your Content to create, market or promote new offerings to you and others. You also grant us permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
   2. We reserve the right to refuse or remove any Client Data that is available via the Portal.
   3. We may retain copies of information gathered through the use of the Portal as required by law, regulation, professional standards or business practice.
   4. If you use our e-Storage Facilities, you will (a) use security measures to prevent unauthorised disclosure or use of confidential information and personal data, and (b) comply with all applicable laws on confidentiality and data protection. You agree to reimburse us from any claim (including legal costs) arising out of your use of the e-Storage Facilities. You acknowledge that we may download or copy information from such e-Storage Facilities and hold such information in accordance with the Subscription Agreement and these Terms of Use. “e-Storage Facilities” means any internet or other electronic facility (whether cloud based or not) designed to store information which relates to the Services/for your purposes.
5. INTERNATIONAL TRANSFER
   1. We may in certain circumstances export user information outside Singapore.
   2. Your information may be stored and processed in and transferred between any of the countries in which we operate in order to enable us to provide the Services. We will take reasonable steps to ensure that such personal data transferred receives a standard of protection comparable to the protection required under the Act.
   3. If you use our Services while you are outside Singapore, your personal data may be transferred outside Singapore in order for us to provide you with those Services. Where you have engaged us to carry out any work in any jurisdictions outside Singapore, the transfer of your personal data to these jurisdictions may be necessary to give effect to your instructions.
6. USE OF CONTENT AND DELIVERABLES
   1. You may not disclose any Content or Deliverable (in whole or in part) or make the benefit of the Portal available to anyone else, except for the purposes set out in the Subscription Agreement or where required by law or regulation. If you disclose the Contents or Deliverables to third parties, it is on the basis that we do not accept any duty of care or liability to them, no onward disclosure be made and you agree to reimburse us for any liability we incur in connection with any claim made by anyone else in relation to your disclosure. We accept no liability to anyone other than the Client in connection with this subscription including use of the Portal, the Content and Deliverables.
7. THIRD PARTY PRODUCTS
   1. If the Portal includes any third party Technology or if we access third party Technology on your behalf, any access or use thereof is subject to the terms and conditions and policies established by the third party, which you agree to be bound by. You acknowledge and agree that Client Data will be shared with these third party providers.
   2. Third party Technology may include online services provided by regulatory authorities, financial institutions and other third party providers (including external cloud computing software providers). If the provider of any such third party Technology ceases to make the third party application available, we may cease using such features to you.
   3. We are not responsible for the performance or content of third party Technology and you will reimburse us for any liability (including legal costs) that we incur in connection with your access or use of the third party Technology.
8. PROPRIETARY RIGHTS
   1. Except for Client Data, all rights, title, and interest in and to the Portal, its Content, and Services (including mobile applications, web content, data files, source code, data, pages, online graphics, audio and video media, and information and software programs as well as any and all documentation relating to or processed by the software related to the Portal) including all intellectual property therein are reserved and will remain with us, our subsidiaries and affiliates and/or our third party licensors, even if we incorporate any of your feedback, comments, and suggestions for improvement into subsequent versions or develop or prepare custom documents or materials for you.
9. INDEMNITY
   1. You agree to reimburse us (our affiliates, officers, agents, licensors or other partners, and employees) from any claims, loss (including reasonable legal costs and expenses) or liability incurred by us which arises from your connection, access, or use of the Portal, or a breach by you or any of your Users of any term of the Agreement or any relevant third party licence terms. This Section shall survive the completion or termination of your Use of the Portal.
10. DISCLAIMER OF WARRANTIES
    1. The Portal is provided “AS IS” and “AS AVAILABLE” and we do not make any representations or warranties in relation to the Portal, the Services or any part thereof. No advice or information, whether oral or written, obtained from us or from the Use of the Portal shall create any warranty not expressly stated.
11. LIMITATION OF LIABILITY
    1. The following limits our liability to you (your directors, employees, Users, vendors, agents and any person or entity claiming through you) for claims, losses and damages of any kind (whether based on contract, tort, negligence, indemnity or otherwise) arising out of or related directly or indirectly to the use of the Portal.
    2. Claims arising from the use of the Portal can only be made by the Client pursuant to the Subscription Agreement and can only be made against us and not against our affiliates or licensors or other RSM network firms except if they perform services pursuant to their own separate Subscription Agreements. These parties are third party beneficiaries of this provision.
    3. Any liability arising from these Terms of Use shall be deemed to occur under the relevant Subscription Agreement and our liability to you (your directors, employees, Users, vendors, agents and any person or entity claiming through you) is subject to the maximum aggregate liability cap stated in that Subscription Agreement.
    4. If for whatever reason Sections 11.2 and 11.3 do not apply, you agree that our maximum aggregate liability to you (your directors, employees, Users, vendors, agents and any person or entity claiming through you) relating to or in any way arising from use of the Portal (regardless of form of action whether in contract, negligence or otherwise) shall in no circumstances exceed the total fees paid or payable in the past 12 months and in no event will we be liable for loss of profit, goodwill, business opportunity, anticipated savings or benefits, punitive, special, incidental, indirect or consequential loss.
    5. For avoidance of doubt, if there is more than one claimant, our aggregate liability to all parties will not exceed the limit stated.
    6. This Section shall survive the completion or termination of your Use of the Portal.
12. TERMINATION
    1. Your right to use the Portal will terminate when our subscription is terminated or when we stop providing the Portal for your use for whatever reason. Upon termination for whatever reason, all rights granted to you hereunder shall cease automatically and we shall not be liable to you or any third party in any way whatsoever. Termination of your access to the Portal or any part thereof shall be in addition to and not a waiver of any remedy (in law or equity) available to us arising from your breach of the terms of the Agreement. All terms and conditions in these Terms that by their nature should reasonably survive, shall survive any termination of your access to the Portal.
    2. You have to ensure that you make copies of all your records as the System is not a permanent repository nor a substitute for your own records.
13. GENERAL
    1. A party's failure or neglect to enforce any of its rights under these Terms of Use will not be deemed to be a waiver of that or any other of its rights.
    2. Neither of us will be liable to the other for any delay or failure to meet our obligations due to matters outside our reasonable control.
    3. If any term is invalid, it will be modified to the extent necessary to make it valid and enforceable, keeping to the intent of both parties.
    4. Singapore law will govern these Terms of Use. Any action whatsoever taken by you in connection with the Portal will be deemed to have been performed in Singapore.
    5. If a dispute arises, the parties will attempt to resolve it in accordance with the dispute resolution method stated in the relevant Subscription Agreement.