Terms & Conditions (T&C) of Dinotronic Singapore Pte. Ltd.
These Terms and Conditions govern the provision by Dinotronic Singapore Pte. Ltd. ("Dinotronic") of managed IT services, professional services, support services, cloud and software-related services, security services, subscriptions, hardware and related products to its business customers (each, the "Client").
1.1 These Terms and Conditions apply to all quotations, statements of work, service descriptions, subscriptions, sales orders, order confirmations, deliveries and services provided by Dinotronic, unless expressly agreed otherwise in writing.
1.2 Any terms proposed by the Client shall not apply unless expressly accepted in writing by Dinotronic. Commencement of services, delivery of products, or acceptance of an order does not constitute acceptance of any deviating terms of the Client.
1.3 In the event of inconsistency, the following order of precedence shall apply unless expressly agreed otherwise: (a) the applicable statement of work, quotation, or order confirmation; (b) any framework or master services agreement signed by both parties; (c) service descriptions or service level schedules expressly incorporated by reference; and (d) these Terms and Conditions.
1.4 These Terms and Conditions are intended for business-to-business transactions only. The version in force at the time of the relevant order shall apply.
2.1 The scope, specifications, assumptions, deliverables, service levels, support windows, exclusions and fees for the services shall be as set out in the applicable quotation, statement of work, service schedule, subscription order or order confirmation. Any services not expressly stated are excluded.
2.2 Dinotronic shall perform the services with reasonable care and skill in accordance with generally accepted industry standards. Unless expressly agreed in writing, Dinotronic does not provide on-site support, 24/7 availability, incident response, recovery commitments, compliance services, or managed security services beyond the scope expressly agreed.
2.3 The Client shall provide in a timely manner all information, access rights, system credentials, technical contacts, approvals, decisions, facilities, licences and cooperation reasonably required for Dinotronic to perform the services. The Client shall remain responsible for the accuracy and completeness of information provided by it and for the acts and omissions of its users, employees, contractors and other representatives.
2.4 Unless expressly agreed otherwise, the Client is responsible for its internal policies, legal and regulatory assessments, user administration, endpoint security, identity management, backup validation, business continuity, and the lawful use of all systems, software, data and content used in connection with the services.
2.5 Where services depend on third-party providers, including cloud providers, software vendors, telecommunications carriers, hosting providers, distributors or manufacturers, Dinotronic is entitled to rely on their performance, service descriptions, availability, pricing and technical limitations. Third-party terms, licence metrics, service levels, support policies and product changes may apply in addition to these Terms and Conditions.
3.1 Quotes and proposals are non-binding unless expressly stated otherwise. A contract is formed only upon Dinotronic's written acceptance of an order, issuance of an order confirmation, commencement of services, provision of access to subscriptions, or delivery of products.
3.2 Unless expressly stated otherwise, all fees are exclusive of GST and any other applicable taxes, duties, shipping charges, third-party charges and expenses. Dinotronic may invoice one-time fees, recurring fees, usage-based fees, pass-through charges and approved expenses separately.
3.3 Subscription, cloud and licence services are provided for the applicable commitment period stated in the relevant order. Unless otherwise agreed, such subscriptions are non-cancellable during the committed term and may renew automatically for successive renewal periods equal to the initial term or for twelve (12) months, whichever is shorter, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
3.4 Dinotronic may adjust fees for recurring services or subscriptions upon renewal and may pass through price changes, currency effects, licence model changes, distributor increases, manufacturer increases, taxes or regulatory charges imposed by third parties or public authorities. Where a third-party provider changes pricing or commercial terms during an active term and such changes are imposed on Dinotronic, Dinotronic may adjust the affected fees on reasonable notice to the Client.
3.5 Unless otherwise stated in the applicable order, invoices are payable within fourteen (14) days from the invoice date without deduction or set-off. In the event of late payment, Dinotronic may charge default interest at 6% per annum and may suspend or restrict services, withhold deliveries, revoke access, or require advance payment, without liability, until all outstanding amounts are paid.
4.1 Any delivery dates, implementation plans, milestone dates and estimated effort are indicative only unless expressly stated to be binding. Dinotronic shall not be responsible for delay caused by the Client, third-party providers, dependencies outside Dinotronic's control, or changes to assumptions.
4.2 For hardware or other products, risk shall pass to the Client upon delivery. Title to goods supplied by Dinotronic shall remain with Dinotronic until full payment has been received.
4.3 If deliverables are subject to acceptance, the Client shall review them promptly and notify Dinotronic in writing of any material non-conformity within five (5) business days after delivery or completion. Failing such notice, or if the Client uses the deliverable in production, the deliverable shall be deemed accepted.
4.4 Any change to scope, assumptions, timelines, dependencies, quantities, locations, support windows, security requirements or deliverables may result in an adjustment of fees, timelines and resources. Dinotronic may require a written change request or revised order before performing additional or changed services.
5.1 Dinotronic warrants that it will perform the services with reasonable care and skill. For any supported hardware resold by Dinotronic, the Client's remedies are limited to the warranty provided by the manufacturer or distributor to the extent assignable or pass-through to the Client.
5.2 Except as expressly stated in these Terms and Conditions or the applicable order, all warranties, representations and conditions, whether express, implied or statutory, are excluded to the maximum extent permitted by law, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.
5.3 Unless expressly agreed otherwise, Dinotronic does not warrant that the services will prevent all security incidents, cyberattacks, unauthorised access, malware events, outages, data loss, compatibility issues or operational interruptions. Backup, recovery and security services reduce risk but do not eliminate it and do not guarantee that all systems or data can be restored or protected in all circumstances.
5.4 The Client shall notify Dinotronic without undue delay of any alleged defect, service issue or non-conformity and shall provide all reasonably requested information to allow analysis and remediation.
6.1 Each party shall comply with applicable data protection and privacy laws, including the Personal Data Protection Act 2012 of Singapore ("PDPA"), as applicable to its activities under the contract.
6.2 To the extent Dinotronic processes Personal Data on behalf of the Client solely for the purposes of providing the services under a written contract, Dinotronic acts as a data intermediary of the Client and shall process such Personal Data only on the documented instructions of the Client, subject to applicable law and the agreed service scope.
6.3 Dinotronic shall implement reasonable technical and organisational security measures appropriate to the nature of the services. Dinotronic may engage affiliates, subcontractors, cloud providers and other third parties to support the services, provided that Dinotronic imposes appropriate contractual obligations where required by applicable law.
6.4 If Dinotronic becomes aware of a data breach affecting Personal Data processed on behalf of the Client, Dinotronic shall notify the Client without undue delay and provide reasonable cooperation in connection with the Client's assessment and response obligations. Unless expressly agreed otherwise, the Client remains responsible for determining whether any notification to regulators or affected individuals is required.
6.5 The Client authorises Dinotronic to process and transfer Personal Data across borders to the extent reasonably required for service delivery, support, hosting, backup, resilience, subcontracting or group operations, provided appropriate safeguards are applied where required by law. Upon termination, Dinotronic may retain or securely delete Personal Data in accordance with applicable law, its retention obligations, backup cycles and operational policies, unless otherwise agreed in writing.
7.1 Each party shall keep confidential all non-public commercial, technical, security and business information of the other party disclosed in connection with the contract and shall use such information only for the performance or receipt of the services.
7.2 A receiving party may disclose Confidential Information to its employees, professional advisers, auditors, insurers, affiliates and subcontractors on a need-to-know basis, provided they are bound by confidentiality obligations no less protective than those in these Terms and Conditions.
7.3 The confidentiality obligations do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is lawfully received from a third party without duty of confidence, or must be disclosed by law, court order or competent authority, provided the receiving party may disclose only the minimum required and, where legally permitted, gives prior notice.
7.4 The obligations in this section shall survive for five (5) years after termination, except for trade secrets and information requiring longer protection under law, which shall remain protected for so long as such information remains confidential.
8.1 Nothing in these Terms and Conditions excludes or limits either party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be excluded or limited.
8.2 Subject to Clause 8.1, neither party shall be liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, savings, business, goodwill, anticipated savings or opportunity, whether arising in contract, tort or otherwise.
8.3 Subject to Clause 8.1, Dinotronic's aggregate liability arising out of or in connection with the contract, whether in contract, tort or otherwise, shall not exceed the total fees paid or payable by the Client to Dinotronic for the affected services in the twelve (12) months preceding the event giving rise to the claim.
8.4 Unless Dinotronic has expressly agreed in writing to provide specific backup or disaster recovery services, the Client remains responsible for maintaining appropriate backups and recovery procedures. Even where Dinotronic provides such services, Dinotronic shall not be liable for loss of data, corruption, delay in recovery or incomplete recovery except to the extent directly caused by Dinotronic's wilful misconduct.
8.5 Dinotronic shall not be liable for any failure, delay, outage, suspension, inaccuracy or other issue caused by third-party software, cloud platforms, telecommunications providers, internet failures, cyber incidents, Client systems, Client instructions, or other matters outside Dinotronic's reasonable control.
9.1 The term of each service, project or subscription shall be as stated in the applicable order. Unless otherwise stated, managed services and subscriptions continue for the agreed term and renew in accordance with Clause 3.3.
9.2 Either party may terminate the affected services or the contract immediately by written notice if the other party commits a material breach and fails to remedy it within fourteen (14) days after written notice, or becomes insolvent, enters liquidation or is subject to analogous proceedings.
9.3 Dinotronic may suspend or restrict any affected service immediately on written or electronic notice if (a) the Client is overdue with payment; (b) the Client fails to provide required cooperation or access; (c) continued performance would create a security, legal or compliance risk; or (d) a third-party provider suspends, limits or terminates the underlying service.
9.4 Upon termination or expiry, all accrued fees, committed charges, unpaid expenses and fees for work performed become immediately due. The Client shall promptly cease using terminated services and return or destroy Dinotronic Confidential Information upon request, except where retention is required by law.
9.5 Any transition, handover, export, migration or exit assistance requested by the Client shall be provided, if available, as a separate professional service at Dinotronic's then-current rates and subject to the Client's timely cooperation and payment of all outstanding amounts.
10.1 Unless expressly agreed otherwise in writing, all intellectual property rights in Dinotronic's methods, know-how, tools, templates, documentation, automation, configurations, scripts, reports and other materials created or used in connection with the services remain vested in Dinotronic or its licensors.
10.2 Third-party software, cloud services and related materials remain subject to the licence rights, use restrictions and intellectual property rights of the respective licensors and providers. The Client shall comply with all applicable licence metrics, use restrictions and third-party terms.
10.3 Subject to full payment of applicable fees and compliance with the contract, the Client is granted a non-exclusive, non-transferable right to use the deliverables expressly provided by Dinotronic for the Client's internal business purposes only and solely for the term and scope agreed.
11.1 These Terms and Conditions and all non-contractual obligations arising out of or in connection with them shall be governed by the laws of Singapore.
11.2 The courts of Singapore shall have exclusive jurisdiction over any dispute arising out of or in connection with the contract, without prejudice to Dinotronic's right to seek interim or injunctive relief in any competent jurisdiction.
11.3 If any provision of these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent.
11.4 No amendment or waiver of these Terms and Conditions shall be effective unless made in writing. A failure or delay in exercising a right shall not constitute a waiver. Neither party may assign the contract without the other party's prior written consent, except that Dinotronic may assign the contract to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its relevant business.
11.5 Neither party shall be liable for any delay or failure in performing its obligations to the extent caused by events beyond its reasonable control, including acts of God, fire, flood, war, terrorism, civil unrest, labour disputes, utility failures, internet or telecommunications failures, cyber incidents, epidemics, governmental actions, export restrictions or failures of third-party providers. The affected party shall use reasonable efforts to mitigate the effects of such event.
11.6 These Terms and Conditions together with the applicable order and any documents expressly incorporated by reference constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions, proposals and representations relating to that subject matter.
11.7 The relationship of the parties is that of independent contractors. Nothing in the contract creates any partnership, joint venture, fiduciary relationship, employment relationship or agency between the parties.
11.8 Dinotronic's privacy notice for Personal Data processed in its own capacity should be referenced here before external use of this document.