Independent Economic Analysis (Holdings) Pte Limited ("IDEAglobal.com")|
Note: These terms apply to the download, installation and use of the IDEAglobal.com TimeMachine to the exclusion of all other terms, except those expressly agreed additionally by
the Licensee and IDEAglobal.com. IDEAglobal.com will not supply the IDEAglobal.com TimeMachine on any other terms. These terms do not apply in a jurisdiction to the extent not permitted by the
laws of that jurisdiction.
- "Application Form" means the form which the Licensee fills in and submits to IDEAglobal.com prior to being permitted to download the IDEAglobal.com TimeMachine.
- "Licence" means the licence granted to the Licensee in these terms.
- "Licensee" means the institution named in the Application Form as the person licensing the IDEAglobal.com TimeMachine and the services accessed through it.
- "Registered User" means the employee of the Licensee who is named in the Application Form as the person who will be using the IDEAglobal.com TimeMachine and the services accessed through it.
- The "IDEAglobal.com TimeMachine" includes all IDEAglobal.com TimeMachine computer programs downloaded by the Licensee from the relevant IDEAglobal.com Internet site and any
user manuals and other documentation provided in connection with the IDEAglobal.com TimeMachine.
- The masculine gender shall include all genders and the singular includes the plural where the context requires.
- Grant of Licence
- In consideration of the Licensee agreeing to be bound by these terms, IDEAglobal.com grants the Licensee a non-exclusive and non-transferable right to download and
install the IDEAglobal.com TimeMachine and to permit the Registered User to run the IDEAglobal.com
TimeMachine in accordance with these terms.
- The Licensee is permitted to:-
- install and use the IDEAglobal.com TimeMachine on one computer used by the Registered User.
- permit the Registered User to use the IDEAglobal.com TimeMachine in (and only in) the course of his/her duties as an employee of the Licensee and for
the internal business purposes of the Licensee; and
- make one back up copy of the IDEAglobal.com TimeMachine for disaster recovery purposes.
- The Licensee will:-
- not permit the IDEAglobal.com TimeMachine to be used by any person other than the Registered User;
- not, and procure that the Registered User does not, use, copy or transfer the IDEAglobal.com TimeMachine except as permitted by these terms;
- not rent, loan, distribute or otherwise deal in the IDEAglobal.com TimeMachine ;
- not alter, adapt, merge, modify or translate the IDEAglobal.com TimeMachine in any way for any purpose;
- not, to the extent that clause 2.3.4 is invalid, alter, adapt, merge, modify or translate the IDEAglobal.com TimeMachine in any way for any purpose other
than error correction;
- not reverse-engineer, disassemble or decompile the IDEAglobal.com TimeMachine in any way for any purpose other than for maintenance purposes;
- not, to the extent that clause 2.3.6 is invalid, reverse-engineer, disassemble or decompile the IDEAglobal.com TimeMachine in any way for any purpose other than for maintenance purposes;
- not remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the IDEAglobal.com TimeMachine;
- not, and will procure that the Registered User does not, transmit or receive using the IDEAglobal.com TimeMachine (or cause the same) any information or material which is pornographic, obscene, abusive, profane, offensive, misleading, deceptive, disparaging or defamatory;
- not, and will procure that the Registered User does not, transmit or receive using the IDEAglobal.com TimeMachine (or cause the same) any information or material which is illegal under the laws of any jurisdiction and/or which would cause IDEAglobal.com or any other user of the IDEAglobal.com TimeMachine to contravene the laws, regulations or rules of any jurisdiction or Government, or codes of conduct governing the Internet, or which contravenes the intellectual property or other rights of any person;
- not tamper with or alter any of the IDEAglobal.com TimeMachine programs, files, data or other information contained in or accessed through the IDEAglobal.com TimeMachine;
- not gain, cause, or permit any unauthorised access to the IDEAglobal.com TimeMachine; and
- not permit others to do any of the above.
- The Licensee will:-
- procure that the Registered User does not disclose his I/D password to any person;
- comply with any obligations imposed on it or IDEAglobal.com by a third party and notified to the Licensee by IDEAglobal.com.
- On request, the Licensee will supply IDEAglobal.com with details of the computer or computers on which the IDEAglobal.com TimeMachine is installed.
- Period of Licence
- The period of the Licence will begin on the date of installation and will continue for the period of any free trial and thereafter for so long as the Licensee subscribes to any services accessible through the IDEAglobal.com TimeMachine.
- The Licence is also subject to termination as stated elsewhere in these terms.
- Subscription Rates and Payment (if relevant)
- Unless otherwise agreed, subscriptions for the IDEAglobal.com TimeMachine shall be as shown in the IDEAglobal.com TimeMachine at the time the subscription is due.
- Unless otherwise agreed,subscriptions shall be paid annually in advance in full without set-off or deduction. Interest shall be chargeable on overdue subscriptions at
a rate of 12% per annum.
- Subscriptions and any other sums due to IDEAglobal.com are payable via an automatic debit to the Licensee's credit card account pursuant to the information provided.
Upon request, IDEAglobal.com may at its discretion agree to invoice the Licensee instead, in which case invoices must be paid within 15 days. Invoicing and collection of
subscriptions may be undertaken by a third party appointed by IDEAglobal.com.
- All sums due to IDEAglobal.com are exclusive of Good and Services Tax, Value Added Tax, and any other use or sales taxes, duties, or levies imposed by any authority,
government agency which may apply or be introduced from time to time which shall be charged therein in accordance with the relevant regulations in force at the
time of providing the IDEAglobal.com TimeMachine and shall be paid by the Licensee. If the Licensee is required by any tax authority to account for withholding tax (or
similar duties or taxes) in respect of any subscription due to IDEAglobal.com, the subscription shall be grossed up so that IDEAglobal.com actually receives the amount which
would have been payable had such withholding tax not been so accounted for.
- Unless otherwise stated in these terms, no refund of any subscription paid in advance will be made to the Licensee in any circumstances.
- Delivery & Equipment
- The Licensee will be responsible for the provision of the necessary telecommunications lines and equipment to enable the Licensee to download the IDEAglobal.com
TimeMachine and any updates.
- Updates and changes to the IDEAglobal.com TimeMachine
- IDEAglobal.com will use reasonable endeavours to inform the Licensee when updates to the IDEAglobal.com TimeMachine are available. Licensees must install updates and,
where updates are chargeable, either pay the relevant update fee or discontinue use of the IDEAglobal.com TimeMachine.
- IDEAglobal.com reserves the right at any time and without notice to alter the contents or manner of presentation of the IDEAglobal.com TimeMachine.
- The Registered User
- The Licensee shall be fully responsible to IDEAglobal.com for any acts of the Registered User which cause the Licensee to be in breach of these terms, whether or not the
Registered User is acting in the course of his duties. The Registered User shall be deemed to be the duly authorised agent of the Licensee in all his dealings with
IDEAglobal.com with regard to the IDEAglobal.com TimeMachine and the services accessed through it.
- Intellectual property rights
- The copyright and all other rights in the IDEAglobal.com TimeMachine are the property of IDEAglobal.com or its suppliers and accordingly the Licensee shall obtain no copyright or
other rights in the IDEAglobal.com TimeMachine.
- The Licensee acknowledges that the permission to use those copyright works is limited to the rights expressly conferred by this Agreement.
- The Licensee agrees to keep confidential and to procure that the Registered User keeps confidential any information supplied to him by IDEAglobal.com and expressly
designated as ‘confidential’. This provision shall survive termination of this Agreement
- Liability and indemnity
- THE LICENSEE ACKNOWLEDGES TO IDEAglobal.com THAT THE IDEAglobal.com TIMEMACHINE IS SUPPLIED ON AN "AS IS" BASIS AND WITHOUT EXPRESS OR
IMPLIED WARRANTIES AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE IDEAglobal.com TIMEMACHINE. IDEAglobal.com DOES NOT
WARRANT THAT THE OPERATION OF THE IDEAglobal.com TIMEMACHINE WILL BE ERROR FREE OR UNINTERRUPTED. IT IS THE LICENSEE’S RESPONSIBILITY
TO ENSURE THAT THE IDEAglobal.com TIMEMACHINE IS SUITABLE FOR ITS NEEDS AND THE ENTIRE RISK AS TO PERFORMANCE AND RESULTS OF THE
IDEAglobal.com TIMEMACHINE IS ASSUMED BY THE LICENSEE.
- IDEAglobal.com WILL NOT BE LIABLE TO LICENSEES (AND NOR WILL ANY REFUND OF SUBSCRIPTIONS BE DUE) FOR ANY DELAY IN DELIVERY OR
NON-DELIVERY OF ANY SERVICES ACCESSED THROUGH THE IDEAglobal.com TIMEMACHINE OR FOR LOSS OR DAMAGE ARISING OUT OF ANY
INTERRUPTION OR FAULTS BEYOND IDEAglobal.com’S CONTROL IN THE SUPPLY OF ANY SUCH SERVICE OR FAILURE OF EQUIPMENT USED BY END USERS
TO RECEIVE ANY SUCH SERVICES.
- THE LICENSEE SHALL ASSUME ALL RESPONSIBILITY (AND NOT HOLD IDEAglobal.com LIABLE IN ANY RESPECT, INCLUDING FOR CONSEQUENTIAL LOSS)
FOR DETECTING AND ERADICATING ANY VIRUS, LOGIC BOMB, WORM OR PROGRAM WITH SIMILAR FUNCTION THAT MAY BE PRESENT IN THE
DOWNLOADED IDEAglobal.com TIMEMACHINE.
- ALL CONDITIONS WARRANTIES AND REPRESENTATIONS EXPRESSED OR IMPLIED BY STATUTE COMMON LAW OR OTHERWISE IN RELATION TO ANY
ASPECT OR PART OF THE IDEAglobal.com TIMEMACHINE ARE EXCLUDED AND IN NO EVENT SHALL IDEAglobal.com BE LIABLE FOR ANY NEGLIGENCE OR TORTIOUS
LOSS OR FOR ANY LOSS OR DAMAGE (WHETHER DIRECT OR CONSEQUENTIAL, FORESEEN OR UNFORESEEN INCLUDING LOSS OR PROFITS OR
OTHER ECONOMIC LOSS) ARISING AS A RESULT OF FAILURE OF THE IDEAglobal.com TIMEMACHINE OR ANY PART OF IT. IN THE EVENT THAT ANY
EXCLUSION OR DISCLAIMER OR OTHER PROVISION IS INVALID, THE LIABILITY OF IDEAglobal.com TO A LICENSEE IN EACH YEAR OF A SUBSCRIPTION SHALL
BE LIMITED TO THE SUBSCRIPTION PAID BY THE LICENSEE FOR THE IDEAglobal.com TIMEMACHINE IN RESPECT OF SUCH YEAR (AND SHALL BE NIL IF NO
SUBSCRIPTION IS PAID).
- The licence granted to the Licensee in respect of the IDEAglobal.com TimeMachine will automatically terminate if the Licensee:-
- goes into liquidation (other than a solvent voluntary liquidation for the purposes of an amalgamation or reconstruction) or is declared bankrupt;
- is unable to pay its debts when they fall due;
- has a receiver or liquidator or a judicial manager (or administrator) appointed or judicial management (or administration) order made over or in respect of its assets;
- enters into or proposes to enter into any voluntary arrangement with creditors;
- is the subject of an event analogous to the above in any jurisdiction;
- the Registered User ceases to be an employee of the Licensee or otherwise ceases to fulfil the criteria for being permitted to receive the IDEAglobal.com
Services specified by IDEAglobal.com from time to time;
- breaches any of these terms.
- IDEAglobal.com reserves the right at any time and without notice or compensation to withdraw the Registered User's I/D Password and thus the Licensee’s Licence and
access to services through the IDEAglobal.com TimeMachine if:-
- the Licensee has given any untrue or inaccurate information upon which IDEAglobal.com relied in granting the Licence or if there is any subsequent
change in the status of the Licensee thereafter;
- IDEAglobal.com is unable for any reason to obtain payment of the subscription using the credit card details which the Licensee has provided to IDEAglobal.com
- IDEAglobal.com terminates the right of the Licensee to receive any service through the IDEAglobal.com TimeMachine
- IDEAglobal.com shall have the right to terminate the Licence immediately without notice and for any reason in addition to the above, in which case IDEAglobal.com will reimburse
any part of the current subscription that relates to the period after termination calculated on a daily basis.
- Upon the termination of the Licence, regardless of the reason or manner of termination, the Licensee shall destroy and/or deliver up all copies of the IDEAglobal.com
TimeMachine in his possession and if stored in a hard disk, erase the same and, if so requested by IDEAglobal.com, certify to IDEAglobal.com that this has been done. The
Licensee shall continue to be responsible for subscriptions until such certificate has been delivered to IDEAglobal.com Use of the IDEAglobal.com TimeMachine after termination is
- Termination of this Agreement shall not affect any obligations by either party to the other which are outstanding as at the effective date of termination nor any of the
provisions of this Agreement which are expressed to survive termination
- The Licensee shall indemnify and hold IDEAglobal.com, its subsidiaries, related and associated companies harmless from any claims by any third party arising directly or
indirectly out of access or use of the IDEAglobal.com TimeMachine by the Licensee, including without limitation anything inserted into the chat function by the Licensee.
- Password Disclosure
- If, at any time, the Registered User loses or forgets his password or discovers or suspects that his password has been disclosed or is otherwise known to any
other persons, the Licensee shall immediately notify IDEAglobal.com at firstname.lastname@example.org and to confirm such notice in writing within seventy-two hours.
IDEAglobal.com will assign a new password within a reasonable period of time. Reissue and reactivation of such passwords may be subject to IDEAglobal.com’s standard
charges. The Licensee shall to be liable for:-
- current subscriptions even though the Registered User is unable to use the IDEAglobal.com TimeMachine because his/her password is lost or forgotten; or
- new subscriptions taken out as a result of the Registered User's password being disclosed or otherwise known to any other person, whether or
not the fault of the Licensee or the Registered User.
- If the Registered User discloses (whether knowingly or not) his password to another person who uses that password to access services through the IDEAglobal.com
TimeMachine which the Licensee is already authorised to receive, IDEAglobal.com shall be entitled to charge to the Licensee a subscription to the IDEAglobal.com TimeMachine
in respect of that other person.
- The Licensee acknowledges and agrees that IDEAglobal.com has the right to monitor, store on computer, process and use in any way all information provided during
registration and any and all information transmitted or received through the IDEAglobal.com TimeMachine. IDEAglobal.com may at its sole discretion and without further notice
review, censor or prohibit the transmission or receipt of information which IDEAglobal.com deems inappropriate or that violates any law or any term or condition of this
- If any part of these terms is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of these terms will not be affected.
- The Licence and the I/D Password(s) issued to the Registered User may not be assigned to any other party without the prior consent in writing of IDEAglobal.com
- IDEAglobal.com shall be entitled to assign this Licence to any associated company and upon being notified of such an assignment the Licensee agrees to treat this
Licence with effect from the date of assignment as being entered into for all purposes between the Licensee and such associated company.
- Force Majeure
- IDEAglobal.com shall not be liable for failure to perform or delay in performing any obligation if such failure of delay is caused by circumstances beyond its reasonable
control, including but not limited to any strikes, acts of God, war, riot, civil commotion, compliance with any law or government order, rule regulation or directions
which comes into force after the date of the Licence.
- Legal Fees
- Without prejudice to any other relief or rights to which it is entitled, IDEAglobal.com may claim from the Licensee all sums incurred as a result of appointing lawyers to
enforce any provisions of these Terms, including the non-payment of subscriptions.
- The Licensee hereby agrees to be bound by such amendments as IDEAglobal.com may make to these standard terms from time to time. In such an event, IDEAglobal.com shall
use reasonable endeavours to notify the Licensee of such amendments. Notice of these amendments made available through the IDEAglobal.com TimeMachine or by
email shall (without prejudice to other methods of notification) be deemed duly given. If (and only if) a law other than that of Singapore applies and entitles the
Licensee to give notice of objection or similar, the Licensee will be deemed to have accepted the terms if he does an act which reaffirms his subscription or if no
notice is received within the minimum period specified under the relevant law.
- Notices will be deemed to be duly given if delivered personally or sent by first class air mail post or sent by email or fax, except that notices of cancellation of
subscriptions by the Licensee shall be in hard copy and shall be sent by any of such means except email. Notices will be deemed to have been duly given at the
time of delivery in the case of notices delivered personally, within 5 days of posting in the cases of notices sent by first class air mail and at the time of sending in
the case of emails and faxes. Notices sent by email shall not be deemed delivered unless the sender can demonstrate that it has been delivered by an Internet
- Proper law and jurisdiction
- The place where the Licence and these terms are made and come into effect is Singapore. They shall be governed by the laws of Singapore and the Licensee
agrees to submit to the non-exclusive jurisdiction of the Singapore Courts. The language applicable to the Licence, these terms and any proceedings will be