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ISCA SKYBOTS SSQM Dashboard
TERMS OF USE
In order to access, download, or use the Toolkit contained within the Software, these Terms of Use shall apply (in addition to any terms of use relating to the Software).
By accessing, downloading or using this Software which contains the Toolkit, you hereby agree to be
legally bound by these Terms of Use. If you do not accept these Terms of Use, please do not access, download, or use the Software or Toolkit, or immediately delete and refrain from further access or use of the Software or Toolkit.
1. Agreement
1.1 You hereby represent and warrant that:
(i) you have read and agree to these Terms of Use
(ii) you are at least 18 years old and have the necessary legal capacity, right, power and authority to agree to these Terms of Use and you are accessing, downloading and/or using this Software or Toolkit and contracting in your own personal capacity; and
(iii) you are authorised to bind the entity (yourself or your firms) on whose behalf you are accessing, downloading and/or using this Software or Toolkit and such entity agrees to be bound by these Terms of Use.
1.2 ISCA and Skybots may from time to time vary or amend these Terms of Use by posting the amended Terms of Use at www.isca.org.sg and/or smpcentre.org.sg. Any access to, download or use of the Software and Toolkit after you have been notified of any amendments to these Terms of Use will be deemed to be acceptance of the amended Terms of Use by you. If you do not agree to the amended Terms of Use, you have the right to cease using the Software and Toolkit.
2. Definitions
2.1 “Agreement” means the agreement formed by these Terms of Use.
2.2 “Content” means articles, content, information, data, text, graphics, images, audio-visual material, news, advertisements, and other content.
2.3 “Device” means the personal digital assistant, mobile phone, tablet, personal computer, notebook computer, or other electronic device used to access, download or use the Toolkit.
2.4 “ISCA” means the Institute Of Singapore Chartered Accountants, having its registered office at 60 Cecil Street, ISCA House, Singapore 049709.
2.5 “ISCA Content” means all Content of ISCA that is made available as part of or via the Toolkit.
2.6 “Software” means the application software incorporating the Toolkit developed and maintained by Skybots, Skybots SSQMs Dashboard[IK(1] .
2.7 “Skybots” means Skybots Pte. Ltd. (UEN 202241672D), a company incorporated in Singapore and having its registered office at 60 Paya Lebar Road, #07-54, Paya Lebar Square, Singapore 409051.
2.8 “Third Party Content” means all Content of third parties that is made available as part of or via the Toolkit, and shall include all Content in the Toolkit which is licensed from third parties, all advertising and promotional Content, third party websites and links to third party websites.
2.9 “Toolkit” means the illustrative quality management toolkit titled “ISCA Quality Management Toolkit” or such other title as ISCA may designate, in any form whether electronic or otherwise.
2.10 “Virus” means any virus, worm, macro, adware, Trojan horse, time bombs, error or other damaging or harmful program or components.
3. Toolkit
3.1 The Toolkit is owned and maintained by ISCA.
3.2 ISCA offers the Toolkit as guidance to practitioners of small and medium-sized practices (“SMPs”) in their implementation of the Singapore Standard on Quality Management (“SSQM”) 1 Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagement, SSQM 2 Engagement Quality Reviews, and Singapore Standards on Auditing (“SSA") 200 (Revised) Quality Management for an Audit of Financial Statements. The Contents of this Toolkit and Software are intended as an illustrative guide rather than a definitive statement. The policies and procedures in the Toolkit and Software are not meant to be exhaustive. Reference should be made to the relevant standards and regulations. The Toolkit and Software should not be relied upon as a substitute for seeking professional advice concerning the appropriate policies and procedures for specific individual situations or ensuring compliance with SSQM 1. It does not purport to contain, and should not be relied upon as containing, professional or expert advice. In the performance of your professional duties, it remains incumbent on you to exercise your own professional judgment or seek independent professional advice and verification if necessary.
4. Software
4.1 Where you are accessing or using this Toolkit via the Software, you agree and acknowledge that your use and access of the Software, including any use, collection, processing, and disclosure of your personal data, shall be subject to the terms and conditions, privacy policies, and practices of Skybots as provider of the Software. We strongly advise you to read the terms and conditions and privacy policies of the Software and any other websites or services of Skybots that you visit or use.
4.2 You further acknowledge and agree that ISCA and Skybots 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 the use of or reliance on any such content, goods or services available on or through the Software and any websites, platforms or services provided by Skybots, or any use, collection, processing, and disclosure of your personal data by Skybots.
5. User’s Obligations
5.1 The Software and Toolkit are for your personal use only. You shall not reproduce, modify, alter, adapt, translate, disassemble, reverse compile, publish, communicate, display, transmit, distribute, sell, trade or exploit for any commercial or other purposes, any portion of, or any access to the Software or Toolkit.
5.2 Without limiting the generality of Clause 5.1, you shall not upload, incorporate or transfer the Contents of the Software and the Toolkit, or any portion thereof, onto, or facilitate any access via, any form(s) of electronic media, including but not limited to audit software, tools or any other applications, whether such media is developed or authored by you or a third party.
5.3 You also hereby undertake:
(i) to comply with these Terms of Use, and such other notices or guidelines that may be posted by ISCA to www.isca.org.sg and/or www.smpcentre.org.sg from time to time (which are hereby incorporated by reference into these Terms of Use);
(ii) not to use the Software, Toolkit or any of their Contents for any unlawful purpose, and to comply with all applicable laws and regulations, including without limitation, copyright law;
(iii) not to hack into, interfere with, tamper with or disrupt any security or security features of the Software and Toolkit; and
(iv) not to use the account of another member at any time, whether with or without his/her permission.
5.4 Any infringing, fraudulent, abusive, or otherwise illegal activity shall be grounds for termination of your access to and use of the Software and Toolkit, at ISCA's sole discretion, and you may be reported to appropriate law-enforcement agencies.
5.5 Without prejudice to ISCA’s rights of termination under Clause 9, ISCA reserves the right to terminate your access to and use of the Software and Toolkit if you are in breach of any of these Terms of Use or if ISCA believes that you have been using the Software and Toolkit for unlawful activity.
6. Intellectual Property
6.1 The copyright and all intellectual property rights in the Software, Toolkit, and all ISCA Content, including without limitation the copyright in ISCA’s compilations of all ISCA Content and Third Party Content, shall vest in and remain with ISCA, Skybots and/or its licensors (as applicable). ISCA’s provision to you of access to and use of the Toolkit, and ISCA’s and Skybots’ provision to you of the Software shall in no way constitute the grant of a licence under or transfer of ownership of the intellectual property therein.
6.2 The trademarks, logos and service marks ("Marks") displayed on this Toolkit and the Software are the property of ISCA, Skybots or other third parties, and all rights to the Marks are expressly reserved by ISCA, Skybots and relevant third parties. You are not permitted to use the Marks without the prior written consent of ISCA, Skybots or such third party (as applicable). Without limiting the generality of the above,
(i) “ISCA” and “ISCA logo” are trademarks of ISCA;
(ii) All products and product logos are trademarks of ISCA and other owners, as applicable.
7. Additional Licences
7.1 The Toolkit and all its Content are the copyrighted work of ISCA or its content providers, and ISCA reserves and retains all rights in the Toolkit and ISCA Content. Use of some Content in the Toolkit may be governed by the terms of an accompanying end user license agreement. You will not be able to download or install any such Content that is accompanied by or includes an end user license agreement unless you agree to the terms of such end user license agreement. If you do not agree to such terms, you will not be able to use such Content.
7.2 The Toolkit may contain or be accompanied by third-party materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in these Terms of Use. You agree to comply with all such terms which may be supplied to you by the providers of such third party materials.
8. Disclaimers & Limitations
8.1 The Software, Toolkit and their Contents are provided for informative purposes only and on an “as is”, “as available” basis only and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, ISCA and Skybots disclaim all warranties, express or implied, including, but not limited to, implied warranties of title, satisfactory quality, merchantability or fitness for a particular purpose, compliance with description, or the warranty of non-infringement. Without limiting the foregoing:
(i) ISCA and Skybots do not warrant that access to, download or use of the Software, Toolkit or their Contents will be timely, uninterrupted or error-free or without omission, that defects will be corrected, or that the Software, Toolkit and their Contents are free of Viruses, or that the access to, download or use of the Software, Toolkit or any Content in or with any Device will not affect the functionality or performance of the Device. You (and not ISCA or Skybots) assume the entire cost of all necessary servicing, repair, or correction, including any defect, problem or damage in any Device. You agree not to hold ISCA and Skybots liable for any loss, damage or expense.
(ii) ISCA and Skybots do not warrant or make any representations regarding the use or the results of the use of the Software, Toolkit or any Content in terms of their correctness, accuracy, completeness, reliability, compliance with professional standards, or otherwise. The Content made available in the Software and Toolkit is of a general nature and does not purport to contain, and should not be relied upon as containing, professional or expert advice. You should at all times consult a qualified expert or professional adviser to obtain advice and independent verification of the Content contained in the Software and Toolkit before making any decision.
8.2 You agree that all Third Party Content, and all statements, offers, information, opinions, materials, from advertisers and other third parties that may be referred or linked to or from the Software or Toolkit should be used, accepted and relied upon only with care and discretion and at your own risk, and ISCA and Skybots shall not be responsible for any loss, damage, expense or liability incurred by you arising from such use or reliance. ISCA and Skybots hereby expressly disclaim all liabilities and responsibilities arising in relation to any Third Party Content.
8.3 To the extent permitted by the Unfair Contract Terms Act 1977, in no event shall ISCA and Skybots be liable to you for any damages, losses, expenses, liabilities under any causes of action (whether in contract or tort but excluding negligence or breach of contract by ISCA or Skybots[Skybots2] [IK(3] ) caused through the use of, or the inability to use, the Software, Toolkit, ISCA Content, Third Party Content, any Devices, or any other website. In the event that ISCA or Skybots is liable for damages despite the foregoing provision, you agree that each of ISCA’s and Skybots’ aggregate liability to you for any and all causes of action in relation to the Software, Toolkit and their Content, and the Agreement, shall not exceed One Thousand Singapore Dollars (S$1,000).
8.4 Under no circumstances, including but not limited to negligence, shall ISCA or Skybots be liable for any indirect, special, consequential, or incidental damages that result from the access to, download or use of, or the inability to access, download or use, the Software, Toolkit, their Contents, or any other website, even if ISCA or Skybots or an ISCA-authorised or Skybots-authorised representative has been advised of the possibility of such damages.
8.5 You agree that the above exclusions and limitations of liability enable the Software, the Toolkit and their Contents to be provided at either reasonable costs or no costs to you.
9. Termination
9.1 You agree that ISCA has the right in its sole discretion and without notice to restrict, suspend, or terminate your access to and use of all or any part of the Software or Toolkit, without assigning any reason.
10. Jurisdictional Issues
10.1 This Software and Toolkit are owned by ISCA, Skybots and their licensors (as applicable) and provided by ISCA and Skybots for use only in Singapore. ISCA and Skybots make no representation that the Software, Toolkit or their Contents are appropriate or available for use in your location. Your use of the Software, Toolkit or any Content outside Singapore shall be at your own risk and initiative and you are responsible for compliance with local laws, if and to the extent local laws are applicable.
11. Indemnity
11.1 To the extent permitted by the Unfair Contract Terms Act 1977, you agree to indemnify and hold ISCA, Skybots and their subsidiaries, affiliates, officers, agents, partners, and employees, harmless from all claims, demands, actions, proceedings, liabilities (including statutory liability and liability to third parties), penalties, and costs (including without limitation, legal costs on a full indemnity basis), awards, losses and/or expenses, due to or arising out of:
(i) your access to, download and use of the Software or Toolkit;
(ii) your breach of any terms and conditions of these Terms of Use; and
(iii) your violation of any rights of another person or entity,
but excluding any negligence or breach of contract by ISCA or Skybots.
12. Severability
12.1 If any provision of these Terms of Use is found to be illegal, void or unenforceable under any law that is applicable hereto or if any court of competent jurisdiction in a final decision so determines, these Terms of Use shall continue in force save that such provision shall be deemed to be deleted.
13. Relationship of Parties
13.1 Nothing in these Terms of Use shall constitute or be deemed to constitute an agency, partnership, employment relationship or joint venture between ISCA and Skybots, on one hand, and you on the other hand. [Skybots4] [IK(5]
14. Waiver
14.1 A failure by ISCA or Skybots to exercise or enforce any rights conferred upon it by these Terms of Use shall not be deemed to be a waiver or variation of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
15. Rights of Third Parties
15.1 A person or entity who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
16. Force Majeure
16.1 No party shall not be liable for any failure to perform its obligations under this Agreement if the failure results from a Force Majeure Event (defined below), provided always that whenever possible, the affected party will resume that obligation as soon as the Force Majeure Event occasioning the failure ceases or abates.
16.2 For purposes of this Agreement, a “Force Majeure Event” is an event which is a circumstance or event beyond the reasonable control of a party which affects the general public in that party’s country or in the territory, and which results in the party being unable to observe or perform on time an obligation under this Agreement. Such circumstance or event shall include industrial action or labour disputes, civil unrest, war or threat of war, criminal or terrorist acts, government action or regulation, telecommunication or utility failures, power outages, fire, explosion, natural physical disasters, epidemic, quarantine restrictions, and general failure of public transport.
17. Governing Law & Jurisdiction
17.1 These Terms of Use and all matters relating to your access to, download or use of, the Software and Toolkit shall be governed by and construed in accordance with the laws of Singapore, without giving effect to any principles of conflicts of law.
17.2 You hereby submit to the jurisdiction of the Singapore Courts.