1. General
1.1. Thank you for using API Exchange (“APEX”) and the APEX digital services, which include but are not limited to, the APEX website (accessible at https://api.apex.gov.sg or such other website as may be specified by us from time to time; the “Website”) and all the APIs offered on APEX (collectively, the “APEX Digital Services”).
1.2. Please read these Terms carefully. These Terms govern your access to and Use of:
(1) APEX;
(2) the APEX Digital Services;
(3) the services available on or provided through the APEX Digital Services;
(4) any Content (as defined below) made available and accessible therein (collectively, the “Services”); and
(5) use of Accounts.
The most current version of these Terms can be accessed at:
For the avoidance of doubt, the Terms include those that may be revised or modified pursuant to Clause 5.1.
1.3. The Services are provided to you by the Government Technology Agency (“we”, “us” or “our”). If you have any questions about these Terms or the Services, you may contact our representative at:
Government Technology Agency
Contact Form: https://go.gov.sg/apex-support
Address: 10 Pasir Panjang Road, #10-01, Mapletree Business City, Singapore 117438
1.4. By Using any part of the Services, you acknowledge that you have read and understood these Terms and unconditionally agree and accept to be legally bound by and to comply with these Terms and any amendments thereto from time to time. Any non-compliance with these Terms, whether intentionally or otherwise, may result in action being taken against you, including but not limited to a claim for compensation and civil and/or criminal liability.
1.5. Any reference to “you” in these Terms shall be a reference to the Organisation Using the Services.
1.6. The accessibility and operation of the Services rely on technologies outside our control. We do not guarantee continuous accessibility or uninterrupted operation of the Services.
1.7. If you do not agree to these Terms, please do not Use the Services or any part of the Services.
2. Definitions and Interpretation
2.1. In these Terms, the following definitions shall apply unless the context requires otherwise:
“Account” refers to a APEX User Account.
“Content” means any and all data, information, images, documents, files, text, digital content and/or media that may be uploaded, created, produced, generated, stored and/or transmitted through the Use of the APEX Digital Services and the Services.
“Device” means a computer, laptop, mobile phone, smartphone, tablet, phablet, gaming console or other device from which the Services can be used.
“Eligible Entity” means an Organisation that is one of the following:
(a) an Eligible Local Entity; or
(b) an Eligible Foreign Entity.
“Eligible Foreign Entity” means an Organisation not based in the Republic of Singapore and not registered with a UEN Issuance Agency as indicated on www.uen.gov.sg, which has been endorsed by an Endorsing Agency and determined by us as being eligible to Use the Services.
“Eligible Local Entity” means an Organisation that falls within one of the following categories:
(a) an entity registered with one of the UEN Issuance Agencies as indicated on www.uen.gov.sg;
(b) an Organisation that is assigned a GSTN entity reference as set out by the Inland Revenue Authority of Singapore (“IRAS”);
(c) an Organisation having an ASGD tax reference number assigned by IRAS; and/or
(d) an Organisation having an ITR income tax reference number assigned by IRAS.
“Endorsing Agency” means a public agency which provides an endorsement that an Eligible Foreign Entity has a valid reason to transact with that relevant public agency and requires the Use of the APEX Services for such a purpose.
“Government Technology Agency” means the Government Technology Agency, a body corporate established under the Government Technology Agency Act 2016.
“Guidelines” means any and all additional terms, instructions, guidelines, directions and/or policies with respect to the Services, as may be issued or amended by us from time to time. Any revised or amended version of any Guidelines shall apply to you and you are deemed to have accepted the same, from the time it is published on the Website or notified to you.
“Intellectual Property Rights” means any and all rights existing from time to time, whether existing now or in the future, under any trademark law, copyright law, patent law, trade secret law and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, or capable of protection in any relevant country in the world.
“Organisation” means a company, partnership, association or other entity, organisation or body corporate.
“PDPA” means the Personal Data Protection Act 2012.
“personal data” shall have the meaning as set out in the PDPA.
“Public Agencies” shall mean the Government of Singapore and statutory boards.
“Relevant Employees” means the employees, officers and directors of an Organisation that the Organisation Uses the Services on behalf of or in relation to.
“Representatives” means the employees, agents, officers or directors of an Organisation, or such other third-party service providers or persons engaged or authorised by an Organisation or legally appointed to represent the Organisation or to act on its behalf.
“Use”, “Uses”, “Using” or “Used” in relation to the Services includes downloading, installing, accessing, operating or using APEX or the Services.
2.2. Unless the contrary intention appears:
(a) Headings are inserted for convenience only and do not affect the interpretation of these Terms;
(b) Words importing the singular include the plural and vice versa;
(c) References to persons are to be construed as references to an individual or a body corporate as the context requires;
(d) the words “include”, “includes” and “including” are to be read as if they are followed by the phrase “without limitation”; and
(e) any reference to any Act of Parliament includes any amendment, replacement or re-enactment to that Act and includes any subsidiary legislation made under that Act.
Section A – Terms and Conditions Applying to the Services
3. Licence and Usage Terms
3.1. The Services are owned by, licensed to, managed or controlled by the Government Technology Agency.
3.2. Subject to these Terms, we grant you a non-exclusive, limited, revocable, non-sub-licensable and non-transferable right to Use the Services to connect and transact with other Public Agencies and for internal business purposes only.
3.3. You hereby agree that you shall comply with these Terms, and any applicable Guidelines, instructions and/or such other documentation issued by us from time to time, as well as any applicable laws and regulations, in your Use of the Services. Please refer to Clause 6 (Third Party Terms) below for more information.
3.4. You hereby agree that you shall not, and that you shall not permit any other person to:
(a) whether in whole or in part, modify, reverse-engineer, decompile, adapt, publish, redistribute, sublicense or interfere with or intercept any transaction which is part of the Services or the related digital services that are provided by Public Agencies (including but not limited to any authentication systems and password issuance/reset services) without our prior written consent;
(b) reproduce or make any copies of the APEX Digital Services, including any software therein, and/or any Content available and accessible through the Services except with our prior written consent;
(c) remove, circumvent, impair, bypass, disable or otherwise interfere with security-related features of the Services, including but not limited to any features that:
(i) prevent or restrict Use of any particular functionalities or features of the Services;
(ii) prevent or restrict the access or use of any Account; and/or
(iii) prevent or restrict the access to, use of, or the copying of any Content that is made available or accessible through the APEX Digital Services;
(d) access, log into or use any Account that is not yours, or which you are not validly authorised to access, log into or use;
(e) misrepresent or make false or misleading claims regarding the ownership or source of the Services;
(f) Use the Services for any illegal activity, unlawful purpose or for any purpose prohibited by these Terms;
(g) use any device, software, exploits, or routine, including, but not limited to, any viruses, Trojan horses, worms, time bombs, robots, data-mining or data scraping tools or cancel bots intended to damage or interfere with the proper operation of the Services or related digital services provided by Public Agencies or to intercept or expropriate any Content or personal data from the APEX Digital Services;
(h) transmit or upload viruses, worms, defects, Trojan horses, malware or any other items that may introduce security vulnerabilities to or harm the Services, related digital services provided by Public Agencies or the Devices of other persons;
(i) Use the Services in any manner that could damage, disrupt, disable, overburden, or impair the operation of the Services; interfere with any other person’s access or Use of the Services; or impose an unreasonable or disproportionately large load on the systems and servers used in the provision of the Services;
(j) in the course of Using the Services or related digital services provided by Public Agencies, upload, post or transmit any Content of any type that:
(i) violates any applicable law, statute, rule or regulation;
(ii) is false, offensive, defamatory, inaccurate, misleading or fraudulent; or
(iii) infringes or violates any rights of any person;
(k) access data not intended for you or log into an Account which you are not authorised to access; and
(l) solicit passwords or personal data from any other person or entity.
3.5. You shall immediately notify us if you are aware of or have any reason to suspect any vulnerability, defect, bug, exploit or potential weakness in the APEX Digital Services. You shall not inform any other person of such a vulnerability, defect, bug, exploit or potential weakness without our prior written consent.
3.6. You shall ensure that your Relevant Employees comply fully with these Terms and you shall remain fully liable and responsible for all actions and omissions of your Relevant Employees with respect to the Services or these Terms, including any breach of these Terms.
4. Access to the Services and Your Account
4.1. You understand that the Services are intended to help you connect and transact with Public Agencies online. In order to Use the Services, you must be an Eligible Entity.
4.2. In order to Use the Services, you will be required to log into your existing Account. You are to maintain the confidentiality, safekeeping and security of your Account details. If you do not have an existing Account, you will be required to register an Account with us.
4.3. We may also issue Guidelines on the registration and use of Account(s) and on various other matters relating to the Services from time to time. Such Guidelines shall be in addition to these Terms and you shall comply with such Guidelines where they are applicable to you.
4.4. You must notify us immediately if you know or have reason to suspect that your login credentials, passwords or Account(s) have been compromised or accessed without your permission.
4.5. You shall indemnify and keep indemnified us and any relevant Public Agencies (the “Indemnified Parties”) against any and all liabilities, losses, damages, actions, claims, demands, costs (including legal costs on a full indemnity basis and experts’ and consultants’ fees), settlement sums and sums paid in satisfaction of court, arbitral or expert award sustained, incurred, paid by or suffered by the Indemnified Parties arising out of or in connection with any act or omission by you or Relevant Employees that is in breach of these Terms.
4.6. You hereby acknowledge and agree that you are solely responsible for maintaining the confidentiality, safekeeping and security of your Account, including any security token(s), login credentials, passwords or other mechanisms or means (including but not limited to biometric data (e.g. facial recognition, fingerprints)) that may be used to access your Account. For example, you should take appropriate steps to keep your information, software and equipment secure, including clearing your browser cookies and cache before and after Using the Services. You may not share your security token(s), login credentials and/or passwords with any third party. You must notify us immediately if you know or have reason to suspect that your login credentials, passwords and/or security token(s) have been compromised, lost, stolen or misplaced, or if your Account(s) have been compromised or accessed without your permission.
4.7. You hereby acknowledge and agree that you are solely liable and responsible for any transactions and activities conducted through your Account(s). You acknowledge that we are under no obligation, nor are we able to, verify the authenticity of any transactions and activities conducted through your Account(s), or the identity of the person logging into and using your Account(s). You agree that you will not hold us or any relevant Public Agency responsible or liable, in any way whatsoever, for losses, costs, expenses or damages suffered or incurred by you or any third party if there is any unauthorised use of your Account.
5. Reservation of Rights
5.1. We reserve the right to change, modify or supplement these Terms at our sole discretion and at any time, by posting the changed, modified or supplemented Terms on or through the APEX Digital Services, or through such other means as we may deem appropriate. Your continued access or Use of the Services following the posting of any changes or modifications will constitute your acceptance of such changes, modifications, supplements or of such revised or modified Terms. If you do not agree to any change, modification or supplement to these Terms, please do not Use the Services.
5.2. We reserve the right to:
(a) update, enhance, upgrade, reduce, or otherwise modify or vary the Services, or any part thereof, at any time, for any reason, with or without notice to you. You acknowledge and agree that these Terms will apply to all such modifications, upgrades, enhancements, reductions and/or variations to the Services;
(b) suspend access to or Use of the Services, or any part thereof, during times of maintenance (whether scheduled or unscheduled), without notice or liability to you whatsoever;
(c) deny or restrict access to or Use of the Services, or any part thereof, to you without ascribing any reasons and without liability to you whatsoever; and
(d) discontinue or terminate the Services at any time without notice or liability to you whatsoever, whereupon all rights granted to you hereunder shall also terminate forthwith.
5.3. Without limiting the generality of the foregoing, in the event that your access or Use of the Services is in breach of these Terms or any applicable law, we have the right to immediately terminate, suspend or cancel any Account(s) associated or linked to you and your access or Use of the Services without notice and to take all such action as we consider appropriate, desirable or necessary.
5.4. Eligible Foreign Entities with registered Account(s) if any, are required to maintain, access and log into the same regularly. All Account(s) belonging to Eligible Foreign Entities may, at our absolute discretion, be terminated and deactivated, if these account(s) remain inactive and unused for a continuous period of eighteen (18) months or more. In the event that your Account(s) if any, are terminated and deactivated in accordance with this Clause 5.4, we shall be entitled to (but under no obligation to) purge and delete Your Content (as defined in Clause 8.1 below) contained in such account(s) without notice and further liability to you.
5.5. In the event that your Account(s) are terminated and deactivated in accordance with Clause 5.4 above, you will need to apply for and register a new Account with us in order to Use the Services. You will not be able to retrieve your previous Account(s) or Your Content, if these have been terminated, deactivated and purged in accordance with Clause 5.4 above.
5.6. We retain absolute discretion in determining whether or not to provide maintenance and support services for the Services, and if so, the type and nature of such maintenance and support services.
5.7. Without limiting Clause 5.3, you acknowledge and agree that we may, at our sole and absolute discretion, and without stating any reasons whatsoever, take such verification measures which may include, without limitation:
(a) measures that require you to prove your identity or to confirm or validate the instructions provided under or actions or transactions conducted on your Account(s) by alternative means; and/or
(b) measures declining or delaying to act on actions or transactions conducted on your Account(s) until your identity has been verified or such instructions, actions or transactions have been validated or confirmed in accordance with Clause 5.7(a) above.
Please note that we will never ask you for your APEX or any other login password other than as part of your use of the authentication service through the APEX Digital Services. For more details on the essential Infocomm security tips, please visit: https://www.csa.gov.sg/gosafeonline/.
5.8. For the avoidance of doubt, we shall not be under any obligation to take such verification measures set out in Clause 5.7 above. We shall not be responsible or liable for any loss, liability or expense suffered or incurred by you arising, directly or indirectly, from any verification measure taken by us in accordance with Clause 5.7.
5.9. In the event that we or any relevant Public Agencies receive conflicting instructions or communications from one of your Account(s), and another, we or the relevant Public Agencies reserve the right to:
(a) decline from acting on either set of instructions or communications; or
(b) act in accordance with the latest instructions received by us or the relevant Public Agencies, as the case may be.
5.10. Without prejudice to Clause 4.7, we or any relevant Public Agencies reserve the right to reverse or undo any transaction that has been taken or conducted under your Account(s) if we or the relevant Public Agency subsequently discover or are made aware that such a transaction, and the access and use of your Account(s) to take or conduct such a transaction, was unauthorised. For the avoidance of doubt, any reversal of a transaction under this Clause 5.10 shall be at our or the relevant Public Agency’s sole and absolute discretion.
5.11. Subject to Clause 5.4 above, and unless otherwise expressly stated, where you have two (2) Accounts, the termination, suspension or cancellation of one (1) of your Accounts shall not affect the status or validity of the other Account.
5.12. We retain absolute discretion in determining whether or not to provide maintenance and support services for the Services, and if so, the type and nature of such maintenance and support services.
6. Third Party Terms
6.1. The Services may require, enable or facilitate access to or use of websites, software or services of a third party, such as but not limited to other Public Agencies (“Third Party”). In such an event, there will be terms of use of the third party websites, software or services (the “Third Party Terms”) that will bind either us or you or both. An example of Third Party Terms may be terms that apply to the services provided by other Public Agencies, or open source software terms.
6.2. Information on the Third Party Terms may be embedded in the Services, publicly available or otherwise listed in the Schedule herein.
6.3. It is your responsibility to check and read the most up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that we (under the Third Party Terms) are required to notify you of, and you unconditionally agree to be bound by all the obligations in the Third Party Terms which are applicable to you as the end user.
6.4. If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you unconditionally agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms. Subject to Clause 6.5 below, these Terms shall not limit any specific provisions set out in the individual terms and conditions of particular tools and services offered on or through or with the Services.
6.5. If the Third Party Terms require us to incorporate certain terms in these Terms (inclusive of terms which impose any minimum or maximum standards herein, and/or terms described in Clause 6.6 below), such terms are deemed to have been so incorporated (the “Incorporated Terms”). Examples of Incorporated Terms include provisions which require us to give you notice of certain rights and liabilities or require us to ensure that you acknowledge certain matters. For the avoidance of doubt, in the event of any inconsistency between any of the Incorporated Terms and any provision of these Terms, these Terms shall prevail to the extent of the inconsistency.
6.6. Some Third Party Terms grant the Third Party, or require us to grant the Third Party, direct rights of enforcement of these Terms as a third party beneficiary, against you. Such Third Party Terms are deemed to have been incorporated into these Terms as Incorporated Terms, and you hereby agree to grant such Third Party, such direct rights of enforcement against you.
6.7. You agree to indemnify and keep us and the relevant Public Agencies harmless against all claims, actions, liabilities, losses, damages, costs or expenses (including legal costs on an indemnity basis) howsoever arising out of or in connection with your access or use of the aforesaid third party websites, software or services or your non-compliance with the Third Party Terms or Incorporated Terms which causes us or the relevant Public Agencies to breach any of the Third Party Terms.
6.8. You shall not hold us or the relevant Public Agencies liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the aforesaid third party websites, software or services, including but not limited to any damage or loss suffered as a result of reliance on the contents contained in or available from such third party websites, software or services.
6.9. For the avoidance of doubt, nothing in the Services shall be considered an endorsement, representation or warranty of or by us with respect to any Third Party or any Third Party’s content, products, services or otherwise, even where the Third Party websites, software or services may require the Use of APEX. We make no representations or guarantees regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such third party content, products, services or otherwise and any use or reliance on the same by you is solely at your own risk.
7. Intellectual Property
7.1. You acknowledge that we, or a relevant Third Party, own all title, rights and interest, including Intellectual Property Rights, in and to APEX and the APEX Digital Services, including without limitation any software therein, and any Content made available or accessible via the APEX Digital Services. You shall not do or permit any act which is directly or indirectly likely to prejudice our rights, title or interest, or that of a relevant Third Party (as the case may be), in and to the same. Unless otherwise expressly permitted by mandatory applicable law, you agree not to modify, adapt, translate, prepare derivative works from, or decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the APEX Digital Services.
7.2. You also agree to not remove, obscure, or alter our or any relevant Third Party’s copyright notices, trademarks, or other proprietary rights notices contained within, applied to or made available or accessible in conjunction with or through the Services.
7.3. We do not represent or warrant that the Use of the Services by you will not constitute an infringement or misuse of any third party rights, including without limitation, Intellectual Property Rights.
7.4. Apart from any fair dealings for the purposes of private study, research, criticism or review, as permitted in law, no part of the Services may be reproduced or reused without our prior written permission.
7.5. If you wish to use any parts of any Content made available or accessible via the APEX Digital Services (except for Your Content as defined below), you must seek our permission in writing, stating the Contents that you intend to use, the intent, manner and time frame for such use, the identities of any other relevant users, and such other information as we may request from you from time to time. We reserve the right to refuse permission without declaring reason(s) and/or if information submitted by you is deemed insufficient.
8. User Content and Data
8.1. You may be required to upload, share, submit or transmit certain Content in the course of your Use of the Services (“Your Content”). You acknowledge and agree that you shall continue to retain full ownership and control over Your Content and that we do not claim any ownership over any of the same. You hereby grant us, all Public Agencies, and any relevant Third Party a non-exclusive, worldwide and royalty-free licence and right to handle and deal with Your Content for the purposes of providing you with the Services, and any purposes directly incidental or related to the same. This includes, without limitation:
(a) sharing or transferring Your Content to third party service providers that we and/or a relevant Third Party may engage for the purposes of providing you the Services or any part thereof;
(b) storing or making backups of Your Content on databases or servers (whether within or outside Singapore) owned, operated or managed by us, a relevant Third Party and/or third party service providers engaged by us or a relevant Third Party; and
(c) where you have indicated your agreement to do so, to share, transfer or disclose Your Content with other users of the Services as designated by you.
8.2. We shall have the right to remove and delete any of Your Content, at any time, for any or no reason whatsoever, and without notice and further liability to you.
8.3. You are solely responsible and liable for Your Content and you acknowledge and agree that you upload, share, submit or transmit Your Content through or by Using the Services at your sole risk. For the avoidance of doubt, we may retain and/or store Your Content at our sole and absolute discretion, and we are under no obligation to, nor do we guarantee that we shall, store and/or retain Your Content in any manner whatsoever. You are encouraged to create and retain a back-up of Your Content at all times.
9. Your Consent to Access Functions of Your Device
9.1. Use of the Services may require you to:
(a) have an adequate Internet connection;
(b) have a compatible Device; and
(c) allow access by the Services to certain functions of your Device where such functions are available, such as the Device’s camera, push notifications, the obtaining and/or sharing the location of the Device, or the collection of data from you in connection with the Services. Please also see Clause 12 (Privacy Statement). Your Use of the Services shall constitute your consent to the access by the Services of such functions of your Device as may be reasonably required by the Services.
9.2. You may not be able to use certain functionalities or parts of the Services if you do not comply with such requirements.
10. Disclaimers against Warranties, Representations and Liability
10.1. The Services are provided on an “as is” and “as available” basis without warranties of any kind. To the fullest extent permitted by law, we do not make any representations or warranties of any kind whatsoever in relation to the Services, or any part thereof, and hereby disclaim all express, implied and/or statutory warranties of any kind to you or any third party, including but not limited to the Relevant Employees, whether arising from usage or custom or trade or by operation of law or otherwise, including but not limited to any representations or warranties:
(a) as to the accuracy, completeness, correctness, currency, timeliness, reliability, availability, interoperability, security, non-infringement, title, merchantability, quality or fitness for any particular purpose of the Services, or any part thereof; and
(b) that the Services, any part thereof, or any functions or features associated therewith will be uninterrupted or error-free, or that defects will be corrected or that the Services, website and the server are and will be free of all viruses and/or other malicious, destructive or corrupting code, programme or macro.
10.2. We shall also not be liable to you or any third party, including but not limited to the Relevant Employees, for any damage or loss of any kind whatsoever and howsoever caused, including but not limited to any direct or indirect, special or consequential damages, loss of income, revenue or profits, lost or damaged data, or damage to any Device, software or any other property belonging to you, whether arising directly or indirectly from:
(a) the Use of the Services, or any part thereof;
(b) any loss or unavailability of Use of the Services or any part thereof, howsoever caused;
(c) any inaccuracy or incompleteness in, or errors or omissions in the transmission of, the Services;
(d) any delay or interruption in the transmission of the Services, whether caused by delay or interruption in transmission over the internet or otherwise;
(e) any decision made or action taken by you or any third party in reliance upon the Services;
(f) any breakdown or malfunction of any equipment system or software used in connection with the Services, whether belonging to us or not, including any electronic terminal, server or system, or telecommunication or other communications network or system;
(g) your computer or hardware or any other device not working or functioning properly; or
(h) any virus or other malicious, destructive or corrupting code, programme or macro in the Services, regardless of whether we have been advised of the possibility of such damage or loss.
10.3. Insofar as the Services facilitate or require the provision, use or functioning of, or are provided in conjunction with, other products, software, materials and/or services, we make no representation or warranty in relation to such other products, software, materials and/or services (including without limitation any representation or warranties as to timeliness, reliability, availability, interoperability, quality, security, fitness for purpose, non-infringement, suitability or accuracy).
10.4. You acknowledge that your Use of the Services, or any part thereof, contain the possibility of human and machine errors, inaccuracies, omissions, delays, unavailability and losses, including the inadvertent loss of data and/or Your Content which may give rise to loss or damage suffered by you and Relevant Employees, and you agree and undertake that you and Relevant Employees shall not hold us liable in any way whatsoever for the said loss or damage. You further understand and agree that you download and/or use the APEX Digital Services and/or any third party websites, software or services made available in conjunction with or through the APEX Digital Services at your own discretion and risk and that you will be solely responsible for any loss or damage suffered by you and to your Device(s), or loss, damage to or corruption of data that results from the download and/or use of the APEX Digital Services and/or all third party websites, software or services.
10.5. You shall not rely on any part of the Services to claim or assert any form of legitimate expectation against us, whether or not arising out of or in connection with our roles and functions as a public authority.
10.6. Information provided through the Services does not constitute professional advice and the Services may not cover all information available on a particular issue. Before Using the Services, you shall perform your own checks or obtain professional advice relevant to your particular circumstances.
10.7. Notwithstanding anything to the contrary and without prejudice to the foregoing, no action may be brought by you against us, under these Terms or related to the Services, more than one (1) year after the cause of action arose.
10.8. You shall indemnify us from and against any demand, suit or action made or brought by a third party, including but not limited to a Relevant Employee, (including liabilities, damages, costs, and expenses, including reasonable legal costs and expenses, related to such third-party claim) arising out of (i) your unlawful, fraudulent or reckless conduct, or your wilful misconduct; (ii) your breach of any applicable laws as may be applicable in respect of your Use of the Services.
11. Hyperlinks
11.1. For your convenience, the Services may provide hyperlinks or other forms of shortcuts (collectively, “Shortcuts”) which enable you to access and be re-directed to, websites, services, products, or other materials or functionalities, of or provided by, third parties, which are not maintained or controlled by us (collectively, the “Re-Directed Materials”). Where any Third Party Terms apply to such Re-Directed Materials, you are expected to read and comply with such Third Party Terms and Clause 6 will apply.
11.2. Insofar as the Services provide Shortcuts to any Re-Directed Materials, we will not be responsible for the availability or content of the Re-Directed Materials and will not be liable for any damages or losses arising from your access to or use of the Re-Directed Materials. Use of Shortcuts and access to such Re-Directed Materials are entirely at your own risk. Shortcuts are provided merely as a convenience to you and do not imply endorsement by, association or affiliation with us of the contents of or provider of the Re-Directed Materials.
11.3. Caching and hyperlinking to, and the framing of, any part of the Services is prohibited save where you have obtained our prior written consent. Such consent may be subject to any conditions as may be determined by us in our sole discretion. If you hyperlink to or frame any part of the Services, that shall constitute your acceptance of these Terms and all amendments thereto. If you do not accept these Terms as may be amended from time to time, you must immediately discontinue linking to or framing of any part of the Services.
11.4. We reserve all rights:
(a) to disable any links to, or frames of, any materials which are unauthorised (including without limitation materials which imply endorsement by or association or affiliation with us, materials containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights); and
(b) to disclaim responsibility and/or liability for materials that link to or frame any part of the Services.
12. Privacy Statement
12.1. In the course of your Use of the Services, we may be required to collect, use, disclose and/or process personal data belonging to you, or that may relate to a third party individual and that is provided by you. In this regard, we will collect, use, disclose and/or process such personal data in accordance with our privacy statement which can be found on the APEX Digital Services (the “Privacy Statement”).
12.2. Please refer to our Privacy Statement for more details. By Using the Services, you hereby acknowledge that you have read and understood our Privacy Statement, and that you agree to the terms of the Privacy Statement for the Services as may be amended from time to time. The Privacy Statement forms part of these Terms.
12.3. For the avoidance of doubt, the personal data belonging to you, or that may relate to a third party individual and is provided by you, may be collected, used, disclosed and/or processed for the purposes set out in the Privacy Statement, including any purpose that may be notified by us to you from time to time.
13. Fees
13.1. There are currently no fees for Using the Services. We reserve the right to introduce new fees from time to time. We are not responsible for any fees charged by any other Internet site, application, software, service, product or otherwise that is not provided by us.
14. Updates
14.1. From time to time, we may issue, release or provide updates/upgrades to, or new versions of, the APEX Digital Services (“Updates”). Such Updates may take place and be implemented automatically, or may require action on your part. Please note that the Services, or any part thereof, may not operate properly or at all if the Updates are not installed or implemented by you. For the avoidance of doubt, we do not guarantee that such Updates will be made available, or that such Updates will continue to be compatible with your existing Device or its operating system.
15. Rights of Third Parties
15.1. Subject to the rights of (a) any relevant Third Party set out in Clause 6.6 and (b) Public Agencies as set out in these Terms (including but not limited to those set out in Clauses 3.4, 3.6, 4.5, 4.7, 5.9, 5.10, 6.7, 6.8 and 8.1), a person who is not a party to this Terms shall have no right under the Contract (Rights of Third Parties) Act or otherwise to enforce any of its terms.
15.2. These Terms may be varied without seeking the consent of any third party.
16. Assignment
16.1. You may not assign or sub-contract these Terms without our prior written consent.
16.2. We may assign, novate, transfer, or sub-contract the rights and liabilities in respect of the Services and these Terms, without notifying you and without further reference to you. Your acceptance of these Terms shall also constitute your consent to such assignment, novation, transfer or sub-contract.
17. Governing Law and Dispute Resolution
17.1. These Terms and the Use of the Services shall be governed and construed in accordance with the laws of Singapore.
17.2. Subject to Clause 17.3, any dispute arising out of or in connection with these Terms or the Use of the Services, including any question regarding the existence, validity or termination of these Terms, shall be referred to and finally resolved in the Courts of the Republic of Singapore and you hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
17.3. We may, at our sole discretion, refer any dispute referred to in Clause 17.2 above to arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in Singapore in accordance with the Arbitration Rules of the SIAC (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. Further:
(a) The seat of the arbitration shall be Singapore.
(b) The tribunal shall consist of one (1) arbitrator to be agreed upon in accordance with the SIAC Rules, save that if no agreement is reached within thirty (30) days after receipt by one party of such a proposal from the other, the arbitrator shall be appointed by the Chairman of the SIAC.
(c) The language of the arbitration shall be English.
(d) All information, pleadings, documents, evidence and all matters relating to the arbitration shall be confidential.
17.4. Where we are the defendant or respondent, we shall have at least 30 days before the commencement of any legal action against us to elect to exercise the right herein to have the dispute submitted to arbitration. This right to elect shall not prejudice our right to a limitation defence and the period to exercise the right shall not be abridged by reason of any accrual of a limitation defence in our favour during the said period.
18. General
18.1. Any termination of the agreement under these Terms (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
18.2. If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, then these Terms, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable provision had never been included.
18.3. No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision.
18.4. Any notice that we intend to give to you may be carried out by sending such notice to you through the APEX Digital Services or to any contact information you may have provided us with through the APEX Digital Services or otherwise. You are deemed to have received notice of the same upon us sending such notice to you as stated above.