Updated 9 Apr 2024
TEST DRIVE TERMS AND CONDITIONS
This test drive agreement (“Agreement”) is a legal agreement between the company or organisation signing up for test drive access (“you”, “your”) and Biqmind Pte. Ltd., its affiliates, and subsidiaries (“Biqmind” or “we”, “us, “our”). It relates to your access and use of our test drive environment (the “test drive”).
Biqmind Pte. Ltd. is a company registered in Singapore with company number 201735842N. Our registered office address is 34 Toh Guan Road East #01-12/13 Enterprise Hub Singapore 608579.
The individual accepting the terms of this Agreement and accessing and using the test drive confirms that they are your authorised representative and have the authority to bind you to the terms of this Agreement.
You should not access or use the test drive if you do not accept the terms of this Agreement.
IMPORTANT INFORMATION
The test drive is a simulated test environment that allows you to evaluate and test our technology platform. We grant you access to the test drive free of charge on the basis that you will use it solely for evaluation and testing and in accordance with the terms of this Agreement. The test drive is not for commercial use.
Access to and use of the test drive is granted for a specific trial period. Your access and use of the test drive will cease once the specific trial period concludes. We may terminate this Agreement and revoke your access to the test drive at any time if you commit a material breach of this Agreement and such breach is not remediable.
By accessing the test drive, you confirm that you understand and agree that:
- Any feedback or information you share with us about your use of the test drive is not confidential and we may use it for any purpose as we see fit.
- The test drive may contain bugs and errors, experience disruptions, and not operate as intended.
- The test drive is for use only with test data. It must not be used for hosting or processing any confidential information or personal data (as defined in the Personal Data Protection Act 2012).
- Once this Agreement has been terminated, you can no longer use or access the test drive. You may however choose to access our live service by entering into a separate services agreement with us and paying the necessary charges.
- You will comply with all the terms set out in this Agreement.
1. License
Provided that you agree to and comply with the terms of this Agreement, we grant you a temporary, non-exclusive, non-transferable, and non-sub-licensable licence to access and use the test drive on a trial basis, for the term of this Agreement, solely for the purposes of evaluating and testing the test drive and not for any commercial use.
2. Restrictions on Use
2.1. When using the test drive in line with this Agreement, you agree that you will:
2.1.1
not permit any third party to access the test drive using your credentials and maintain adequate security measures to prevent unauthorised access and use by any person;
2.1.2
notify Biqmind as soon as you become aware of any unauthorised access or use of the test drive by any person;
2.1.3
not interfere or attempt to interfere with the proper working of the test drive, disrupt the test drive, or any gain or attempt to gain unauthorised access to any computer system or network connected to the test drive;
2.1.4
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the test drive, except as might be allowed by any applicable law;
2.1.5
not take any action which imposes an unreasonable or disproportionately large load on the test drive’s infrastructure;
2.1.6
not to engage in any illegal, fraudulent, or improper activity, including violations of this Agreement, or any terms and conditions related to the Biqmind website; and
2.1.7
not to contravene, constitute a default under, or violate any provision of applicable law or regulation.
2.2. You agree to inform your employees, agents, and contractors who use the test drive, of the terms of this Agreement, and you will be responsible for their compliance with the terms of this Agreement.
3. Data Security
3.1. You agree and understand that:
3.1.1
the test drive is provided on a trial basis for use only with test data;
3.1.2
the test drive is not suitable for uploading, hosting, or processing any confidential information or personal data (as defined in the Personal Data Protection Act 2012) and you will not upload any confidential information or personal data to the test drive;
3.1.3
your use of the test drive will not in any circumstances result in Biqmind becoming a data processor on your behalf for the purposes of the applicable data protection laws;
3.1.4
if you upload confidential or personal data to the test drive in contravention of clause 3.1 of this Agreement, Biqmind accepts no responsibility or liability that may arise as a result;
3.1.5
we accept no responsibility or liability for any breach of security or technical issue leading to the accidental or unlawful destruction, loss, alteration of that data, or any unauthorised disclosure of or access to that data; and
3.1.6
we are not obliged to assist you with extracting or recovering your data from the test drive at any point during or after the term of the Agreement.
3.2. You will indemnify Biqmind against any and all losses, including administrative fines, which Biqmind incurs or suffers arising out of or in connection with any claim, proceedings, or enforcement action made in connection with any breach by you of clause 3.1.
4. Support
We will use reasonable efforts to provide you with support for the test drive during standard business hours, from Monday to Friday. That said, as the test drive is provided free of charge for testing purposes only and not for commercial use, we do not give any service level guarantee for support.
5. Automatic Deletion
Any data accessed within the test drive will be automatically deleted four (4) hours after the test drive is activated. All information or personal data provided, collected, used, stored, and processed within the test drive will be permanently destroyed and removed from our servers. This clause is without prejudice to our right to delete any test account at any time should we determine that it is being used in breach of this Agreement.
6. Disclaimer
6.1 You acknowledge that the test drive is provided on a trial basis and that it may contain bugs and errors, experience disruptions, and not operate as intended. Accordingly, you acknowledge and agree that we do not give any condition, warranty, or representation and do not accept any liability (whether under contract, tort, in negligence, or otherwise) in relation to the test drive or the consequences of its use.
6.2 To the maximum extent permitted by law, Biqmind disclaims any and all representations, conditions, and warranties—whether express or implied by statute or common law or otherwise—including any such representations, conditions, and warranties that the test drive is or will be fit for a particular purpose, provided with reasonable care and skill or non-infringing.
7. Limitation of Liability
7.1. Biqmind does not exclude or limit liability for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by negligence; or (iii) any other liability which may not be excluded by law.
7.2. Subject to clause 7.1, Biqmind will not in any circumstances be liable whether contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, for any:
7.2.1
loss of profits, loss of business, depletion of goodwill, and/or similar losses (direct or indirect);
7.2.2
loss or corruption of data or information; or
7.2.2
special, indirect, or consequential loss costs, damages, charges, or expenses.
7.3. Subject to clause 7.1, Biqmind’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising under or in connection with this Agreement or the use of the test drive will never exceed the sum of SGD10. You acknowledge and agree that this is fair and reasonable on the basis that the test drive is provided free of charge for testing and evaluation purposes only and not for commercial use.
8. Intellectual Property Rights
You agree that all intellectual property rights in the test drive are, and will remain, the property of Biqmind or its licensors. You agree that you have no rights in or to the test drive other than the limited and temporary right to access and use it, in accordance with this Agreement.
9. Confidentiality
9.1. You acknowledge and agree that the test drive and all proprietary technology, know-how, and documentation related to it, constitute confidential proprietary information of Biqmind. You will not disclose to any person or entity any information about the test drive or any part of Biqmind’s confidential information that is provided to you or that you otherwise become aware of. You may only disclose such information on a need-to-know basis to your employees, who are also obliged to keep such information confidential.
9.2. Your obligation to maintain the confidentiality of such information does not apply to information which:
9.2.1
was known to you before receiving such information;
9.2.2
is in the public domain, not as a result of a breach by you of this clause; or
9.2.3
is received from a third party who was legally entitled to make an unrestricted disclosure.
10. Term and Termination
This Agreement and the license granted under it will continue until the earlier of: (i) the expiration of the specified trial period, or (ii) the termination by Biqmind after you commit a material breach of this Agreement, and such breach is not remediable.
11. Consequences of Termination
11.1. If this Agreement is terminated or expires for any reason, the licence and rights granted under it by Biqmind are immediately withdrawn and you must cease access to and use of the test drive.
11.2. Termination or expiry of this Agreement does not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry.
11.3. Clauses 2, 3.2, 6, 7, 8, and 9 will survive the termination or expiry of this Agreement.
12. General
12.1. This Agreement constitutes the entire agreement between you and us and supersedes all previous written and/or oral agreements, understandings, and arrangements regarding the test drive. Each party acknowledges that it has not entered into this Agreement in reliance on any representation or warranty that is not explicitly covered by the agreement and will have no remedies in respect of the same. Nothing in this Agreement will limit or exclude any liability for fraud.
12.2. We reserve the right to modify this Agreement at any time by providing such revised agreement to you or by publishing the revised agreement on the website. Your continued use of the Services shall constitute your acceptance to be bound by the terms and conditions of the revised agreement.
12.3. You will not assign, sub-license, or deal in any way with any of your rights or obligations under this Agreement without our prior written consent.
12.4. Not partners, nor principal and agent, nor employer and employee, nor in any other relationship of trust to each other.
12.5. A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 2001 to enforce any of its provisions.
12.6. If any clause or part of a clause of this Agreement is or becomes illegal, invalid, or unenforceable under applicable laws, but would be legal, valid, and enforceable if the clause or some part of it was deleted or modified, the relevant clause will apply with whatever deletions or modifications are required to make it legal, valid, and enforceable.
12.7. Unless otherwise expressly agreed, no delay, act, or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
12.8. Notice given under this Agreement must be in writing and delivered by email. Notice is deemed to have been received when the email is sent.
13. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Computer Information Transaction Act and the Uniform Commercial Code are expressly disclaimed. Any legal proceeding arising out of or relating to this Agreement against or relating to Biqmind or any Indemnified Party under will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore and you irrevocably submit to the jurisdiction of such courts. That submission shall not affect the right of Biqmind to institute proceedings in any other jurisdiction.