These general terms and conditions of sales of Maven services are entered into between the person designated in the Subscription Note (hereinafter, the “Customer”) and Maven Knowledge, registered with the ACRA under the number 53444423K, which is part of Maven Brokers Pte Ltd, a company incorporated in Singapore (UEN 201627428G), having its registered office JustCo at Lazada One, 06-01, 51 Bras Basah Road, Level 6, Singapore, (189554) (“Maven”) (each a “Party” and collectively the “Parties”).
This Contract, including these General Terms and Conditions, the subscription form and any Special Conditions and/or Appendices, constitutes the entire agreement of the parties and no other writing or conversations shall be considered a part of this Contract. This Contract may be amended only in writing if and as agreed by both parties, on or after the date of execution of this Contract.
Maven Knowledge is a suite of intelligence and shipping transparency reports allowing its users to monitor the shipping market value for particular trades (“Reports”). Each of these Reports have a unique and precise market insight.
During the term of this Contract, Maven may send the Reports to the Customer via electronic transmission including by e-mail. The electronic transmission of the Reports cannot be guaranteed to be secure or error-free, as it will be transmitted over a public network, and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete, or otherwise be adversely affected or unsafe to use. Maven agrees to use reasonable procedures to check for the most recently known viruses before sending the Reports electronically, but Maven does not guarantee that such transmission will be virus-free. The Parties shall each be responsible for protecting their own interests in relation to electronic communications. Maven shall not be liable to the Customer on any basis, whether in contract, tort (including negligence) or otherwise, in respect of any damage or loss arising from or in connection with the electronic transmission of the Reports between Maven and the Customer. Maven declines all responsibility regarding the reliability, fairness, accuracy or the relevance of the information made available through the Reports. The Customer agrees that it uses the information made available through the Reports at its own discretion and risk and that it will be solely responsible for any loss or damages that results from the use of such information.
During the term of the Contract, Maven shall use its best efforts to resolve via Phone : +65 9622 6277 / Email :knowledge@mavenbrokers.com / the subscription form (herein and together, the “Assistance Channels”) related to the Services, the difficulties encountered by the Users acting under the authority and responsibility of the Customer. The Assistance Channels shall be received on working days from Monday to Friday from 9 am to 5 pm Singapore time.
Unless otherwise provided for in the Subscription Form, the Contract is entered into for a 12 (twelve)-month period (hereinafter the Initial Period) as from the earliest of the signature of a Subscription Form by the Customer or the making available to the Customer by Maven of the Services (hereinafter the “Starting Date”) and is renewable by tacit agreement for subsequent 12 (twelve)-month periods (hereinafter the “Renewal period” or “Renewal periods”).
If any of the party wishes to terminate this Contract, the party must notify the other in writing 3 (three) months before the end of the Initial period or of the current Renewal Period. The Contract will be terminated upon receipt of this notice at the end of the Initial Period or of the current Renewal Period. If the Customer does not notify Maven of its intention to terminate this Contract within such specified time period, then this Contract will be automatically renewed for another Renewal Period.
Without limiting the generality of any other clauses in this Contract, either Party may terminate this Contract immediately by notice in writing if: (a) the other Party is in breach of any provision of this Contract and such breach is not remedied within 30 calendar days of it notifying the Party not in breach; (b) the other Party is in breach of any provision of this Contract and such a breach is incapable of being remedied; (c) to the extent permitted by law, upon the insolvency or bankruptcy of the other Party, the inability of the other Party to pay its debts as they fall due or upon the appointment of a trustee or receiver or the equivalent for the other Party, or upon the institution of proceedings relating to dissolution, liquidation, winding up, bankruptcy, insolvency or the relief of creditors, if such proceedings are not terminated or discharged within 30 calendar days; (d) the other Party ceases or threatens to cease conducting its business in the normal manner; or (e) upon the occurrence and continuation for an uninterrupted period of 90 calendar days of a force majeure event as defined in clause 12 below.
Either Party may terminate this Contract at any time by providing the other Party with 60 days’ prior written notice.
All invoices are payable by wire transfer within the payment terms (Thirty days if not specified) following their issue date, according to the guidelines on the invoice. If the Customer wants to use or asks Maven to use any other means of payment, including but not limited to credit card, check or transaction platform, Maven reserves the right to charge all the transaction costs to the Customer. Without prejudice to other actions available to Maven, failure to pay an invoice on its due date will automatically entail, in addition to its immediate liability for payment, the invoice of interest for late payment calculated on the basis of a rate equal to 3 (three) times the legal interest applied to amounts remaining payable as from the due date. Insofar as Maven shall be led to confer the recovery of its debt upon a third party, the Customer shall be liable for, in addition to the above-mentioned late penalties, the reimbursement of the fees and expenses incurred for the recovery. In case of delay in payment of an invoice related to the Services or Supplementary Services, Maven reserves the right to suspend access to the Services or to the Supplementary Services considered. Any bank fee applied during the payment process is not included in the total amount on the contract. Bank fees should be supported by the client of the service.
Unless otherwise expressly agreed in writing, Maven owns the rights in the Reports that it produces in carrying out its obligations under this Contract to the Customer. Subject to payment of Maven’s fees by the Customer under this Contract, Maven grants to the Customer a non-exclusive, royalty free and perpetual license to use the Report for its own internal purposes. This license does not allow the Customer to give the Reports to third parties to use for their benefit unless Maven has specifically agreed to this in writing.
Any person who is not a party to this Contract (whether or not such person shall be named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to, or identified, in this Contract) shall have no right whatsoever under the Contracts (Rights of Third Parties) Act to enforce this Contract or any of its terms.
The Parties acknowledge and agree that the material and information in the Reports are for general information purposes only and are drawn from Maven’s database and other sources. The Customer agrees not to rely on the Reports as a basis for making any business, legal or any other decisions. While Maven endeavors to keep the material and information in the Reports up to date and correct, Maven makes no representations or warranties of any kind, express or implied about the completeness, accuracy, suitability, or availability with respect to the compilation of information and materials in the Reports. Any reliance the Customer places on the Reports is therefore strictly at its own risk. To the maximum extent permitted by law neither Party will be liable to the other for any personal injury or any incidental, special, indirect, exemplary or consequential loss or damage whatsoever, including, damages for loss of profits or business interruption arising out of or related to this Contract, howsoever caused, regardless of the theory of liability (contract, tort or otherwise) and even if such Party has been advised of the possibility of such damages arising. In no event shall Maven’s aggregate cumulative liability to the Customer for any and all claims arising out of or in connection with this Contract exceeds the amounts paid to Maven by the Customer in the 12 months immediately preceding the date upon which the claim first arose.
None of the parties shall be responsible for full or partial non-fulfilment of obligations under this Contract, if such non-fulfilment results from force majeure events, including but not limited as follows: flood, fire, earthquake, other natural disasters, pandemic, power outage, wars, terrorist attack, and government authority and edicts, failure of communication lines and equipment arising through no fault of either Party, or introduction by the state of any restrictions directly influencing the ability of either Party to comply with the conditions of this Contract, each taking place after of the Starting Date of this Contract.
Unless otherwise provided for, any notices and communications having to be given to the other Party by registered letter with return receipt requested in application of the Contract shall be sent to the persons at the addresses indicated in the applicable section of the Subscription Form. Either Party shall modify its contact details by notification to the other Party in application of this clause.
The Parties undertake not to use and to preserve the confidentiality of information that they may receive concerning the other Party, of any documents and information (including any Report) exchanged between them pursuant to the Contract, either labeled or confirmed after disclosure as confidential or which should reasonably be expected to be confidential by the receiving Party except for the strict needs of performance of the Contract. This undertaking shall survive the expiration or termination of this Contract for whatever reason and carry on in perpetuity.
This obligation of confidentiality and non-use shall no longer apply in the case where the information and/or documents become public knowledge or are public knowledge without any fault of the Party which has received it, or in the case where a Party is bound to reply to a court order or a request for disclosure from a public authority authorized by law, subject to informing the other Party thereof so that the latter may present its arguments with a view to opposing such a disclosure or for the aggregate use of information for statistical purposes by a Party.
Waiver: The failure of a party to exercise its rights pursuant to the provisions of the Contract shall not be interpreted as a waiver of these rights.
Transfer: Neither Party may assign or transfer to a third party all or part of its rights and obligations arising from the Contract, without prior written consent from the other Party. The Customer acknowledges and accepts that Maven can call upon subcontractors and have recourse to agents in the performance of the Contract.
Severability: If a provision of this Contract is or becomes illegal, invalid or unenforceable, this shall not affect in any way the validity or enforceability of the other provisions of the Contract.
Entire agreement: This Contract replaces any agreements, arrangements, incentives and conditions, prior and concurrent, explicit or implicit, verbal or written, of any nature whatsoever having regard to its purpose.
Applicable law and jurisdiction: This Contract is subject to Singapore law, which will also govern its interpretation and application. Any dispute, whether contractual or not, arising out of or in connection with this Contract (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the President of the Court of Arbitration for the time being of the Singapore International Arbitration Centre. The language of the arbitration shall be English.
