Corppass - Terms of Use

General

Thank you for using Corppass and the Corppass digital services, which include but are not limited to, the Corppass website (accessible at www.corppass.gov.sg or such other website as may be specified by us from time to time; the " Website") and the Corppass Mobile application (the "Application") (collectively, the "Corppass Digital Services").
These Terms of Use (the "Terms") consists of two (2) sections:
(a) Section A governs your access to and use of (1) Corppass; (2) the Corppass Digital Services; (3) the services available on or provided through the Corppass Digital Services; and (4) any Content (as defined below) made available and accessible therein (collectively, the "Services"); and
(b) Section B sets out additional terms and conditions that govern the registration and use of Accounts, creation and use of Sub-Accounts (defined below) and the roles and responsibilities of your Authorised Representatives (as defined below). For the avoidance of doubt, the terms and conditions in Section B apply in addition to those set out in Section A.
Please read these Terms carefully. The most current version of these Terms can be accessed at https://www.corppass.gov.sg/corppass/common/terms. For the avoidance of doubt, the Terms include those that may be revised or modified pursuant to Clause 5.1.
The Services are provided to you by the Government of Singapore ("we", "us" or "our"). If you have any questions about these Terms or the Services, you may contact our representative at:
Government Technology Agency, Product Management Division
Email: support@corppass.gov.sg
Address: 10 Pasir Panjang Road, #10-01
Mapletree Business City
Singapore 117438
By accessing or using any part of the Services, you acknowledge that you have read and understood these Terms and unconditionally agree and accept to be legally bound by and to comply with these Terms and any amendments thereto from time to time. Any non-compliance with these Terms, whether intentionally or otherwise, may result in action being taken against you, including but not limited to a claim for compensation and civil and/or criminal liability.
Any reference to "you" in these Terms shall be a reference to the Organisation, including its Authorised Representatives, accessing and using the Services.
The accessibility and operation of the Services rely on technologies outside our control. We do not guarantee continuous accessibility or uninterrupted operation of the Services.
If you do not agree to these Terms, please do not access or use the Services or any part of the Services.

Definitions and Interpretation

In these Terms, the following definitions shall apply unless the context requires otherwise:
"Account" refers to a Corppass Administrator Account.
"Authorised Representatives" means the Representatives that an Organisation has authorised to access and use the Services on its behalf, including but not limited to any Corppass Administrators, Corppass Sub-Administrators, Corppass Enquiry Users, Corppass Users and/or Corppass 3rd Parties.
"Content" means any and all data, information, images, documents, files, text, digital content and/or media that may be uploaded, created, produced, generated, stored and/or transmitted through the use of the Corppass Digital Services and the Services.
"Device" means a computer, laptop, mobile phone, smartphone, tablet, phablet, gaming console or other device from which the Services can be accessed and used.
"Eligible Entity" means an Organisation that is one of the following:
(a) an Eligible Local Entity; or
(b) an Eligible Foreign Entity.
"Eligible Foreign Entity" means an Organisation not based in the Republic of Singapore and not registered with a UEN Issuance Agency as indicated on www.uen.gov.sg, which has been endorsed by an Endorsing Agency and determined by us as being eligible to use the Services.
"Eligible Local Entity" means an Organisation that falls within one of the following categories:
(a) an entity registered with one of the UEN Issuance Agencies as indicated on www.uen.gov.sg;
(b) an Organisation that is assigned a GSTN entity reference as set out by the Inland Revenue Authority of Singapore ("IRAS");
(c) an Organisation having an ASGD tax reference number assigned by IRAS; and/or
(d) an Organisation having an ITR income tax reference number assigned by IRAS.
"Endorsing Agency" means a public agency which provides an endorsement that an Eligible Foreign Entity has a valid reason to transact with that relevant public agency and requires the use of the Corppass Services for such a purpose.
"Guidelines" means any and all additional terms, instructions, guidelines, directions and/or policies with respect to the Services, as may be issued or amended by us from time to time. Any revised or amended version of any Guidelines shall apply to you and you are deemed to have accepted the same, from the time it is published on the Website and/or Application or notified to you.
"Intellectual Property Rights" means any and all rights existing from time to time, whether existing now or in the future, under any trademark law, copyright law, patent law, trade secret law and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, or capable of protection in any relevant country in the world.
"Organisation" means a company, partnership, association or other entity, organisation or body corporate.
"PDPA" means the Personal Data Protection Act 2012 (No. 26 of 2012).
"Personal data" shall have the meaning as set out in the PDPA.
"Public Agencies" shall mean the Government of Singapore and statutory boards
"Representatives" means the employees, agents, officers or directors of an Organisation, or such other third-party service providers or persons engaged or authorised by an Organisation or legally appointed to represent the Organisation or to act on its behalf.
"Sub-Account" refers to any of the following types of accounts that can be created under an Account:
(a) a Corppass Sub-Administrator Account;
(b) a Corppass Enquiry User Account; or
(c) a Corppass User Account.
Unless the contrary intention appears:
(a) Headings are inserted for convenience only and do not affect the interpretation of these Terms.
(b) Words importing the singular include the plural and vice versa.
(c) References to persons are to be construed as references to an individual or a body corporate as the context requires.

Licence and Usage Terms

The Services are owned by, licensed to, managed or controlled by the Government of Singapore.
Subject to these Terms, we grant you a non-exclusive, limited, revocable, non-sub-licensable and non-transferable right to access or use the Services to connect and transact with other Public Agencies and for internal business purposes only.
You hereby agree that you shall comply with these Terms, and any applicable Guidelines, instructions and/or such other documentation issued by us from time to time, as well as any applicable laws and regulations, in your access or use of the Services. Your access or use of the Services may also be subject to applicable terms and conditions imposed by third parties. Please refer to Clause 6 (Third Party Terms) below for more information.
You hereby agree that you shall not, and that you shall not permit any other person, including but not limited to your Authorised Representatives, to:
(a) whether in whole or in part, modify, reverse-engineer, decompile, adapt, publish, redistribute, sublicense or interfere with or intercept any transaction which is part of the Services or the related digital services that are provided by Public Agencies (including but not limited to any authentication systems and password issuance/reset services) without our prior written consent;
(b) use the Services for any commercial purpose (including commercial communications) or for the benefit of any third party (save where properly authorised), including but not limited to renting, selling, leasing or directly or indirectly charging others for access or use of the Services or any part thereof;
(c) reproduce or make any copies of the Corppass Digital Services, including any software therein, and/or any Content available and accessible through the Services except with our prior written consent;
(d) remove, circumvent, impair, bypass, disable or otherwise interfere with security-related features of the Services, including but not limited to any features that:

(i) prevent or restrict access or use of any particular functionalities or features of the Services;
(ii) prevent or restrict the access or use of any Account or Sub-Account; and/or
(iii) prevent or restrict the access to, use of, or the copying of any Content that is made available or accessible through the Corppass Digital Services;

(e) access, log into or use any Account or Sub-Account that is not yours, or which you are not validly authorised to access, log into or use;
(f) misrepresent or make false or misleading claims regarding the ownership or source of the Services;
(g) use the Services for any illegal activity, unlawful purpose or for any purpose prohibited by these Terms;
(h) use any device, software, exploits, or routine, including, but not limited to, any viruses, Trojan horses, worms, time bombs, robots, data-mining or data scraping tools or cancel bots intended to damage or interfere with the proper operation of the Services or related digital services provided by Public Agencies or to intercept or expropriate any Content or personal data from the Corppass Digital Services;
(i) transmit or upload viruses, worms, defects, Trojan horses, malware or any other items that may introduce security vulnerabilities to or harm the Services, related digital services provided by Public Agencies or the Devices of other persons;
(j) use the Services in any manner that could damage, disrupt, disable, overburden, or impair the operation of the Services; interfere with any other person's access or use of the Services; or impose an unreasonable or disproportionately large load on the systems and servers used in the provision of the Services;
(k) in the course of using the Services or related digital services provided by Public Agencies, upload, post or transmit any Content of any type that:

(i) violates any applicable law, statute, rule or regulation;
(ii) is false, offensive, defamatory, inaccurate, misleading or fraudulent; and/or
(iii) infringes or violates any rights of any person;

(l) access data not intended for you or log into an Account or Sub-Account which you are not authorised to access; and
(m) solicit passwords or personal data from any other person or entity.
You shall immediately notify us if you are aware of or have any reason to suspect any vulnerability, defect, bug, exploit or potential weakness in the Corppass Digital Services. You shall not inform any other person of such a vulnerability, defect, bug, exploit or potential weakness without our prior written consent.
You shall ensure that your Authorised Representatives comply fully with these Terms and you shall remain fully liable and responsible for all actions and omissions of your Authorised Representatives with respect to the Services or these Terms, including any breach of these Terms.

Access to the Services and your Account / Sub-Account

You understand that the Services are intended to help you connect and transact with Public Agencies online. In order to use the Services, you must be an Eligible Entity.
The Services are provided to enable you to connect with, and to process, facilitate, confirm transactions and public services with Public Agencies. In order to access and use the Services, you will be required to log into your existing Account(s) or Sub-Account(s). You are to maintain the confidentiality, safekeeping and security of your Account(s) or Sub-Account(s) details. If you do not have an existing Account, you will be required to register an Account with us. With an existing Account, you can create Sub-Accounts to enable your Authorised Representatives to access and use the Services on your behalf.
We may also issue Guidelines on the registration and use of Account(s), the creation and use of Sub-Account(s), the various roles that you may need to assign to your Authorised Representatives and on various other matters relating to the Services from time to time. Such Guidelines shall be in addition to these Terms and you shall comply with such Guidelines where they are applicable to you.
You shall ensure that the Authorised Representatives accessing, using and operating your Account(s) and/or Sub-Account(s) are duly authorised to do so at all times, and you shall take steps to remove the access of any such person if the person is no longer authorised to do so. You must notify us immediately if you know or have reason to suspect that your login credentials, passwords, Account(s) or Sub-Account(s) have been compromised or accessed without your permission.
You shall indemnify and keep indemnified us and/or any relevant Public Agencies (the "Indemnified Parties") against any and all liabilities, losses, damages, actions, claims, demands, costs (including legal costs on a full indemnity basis and experts' and consultants' fees), settlement sums and sums paid in satisfaction of court, arbitral or expert award sustained, incurred, paid by or suffered by the Indemnified Parties arising out of or in connection with any act or omission by you and/or your Authorised Representatives that is in breach of these Terms.

Reservation of Rights

We reserve the right to change these Terms at our sole discretion and at any time, by posting the revised or modified Terms on or through the Corppass Digital Services, or through such other means as we may deem appropriate. Your continued access or use of the Services following the posting of any changes or modifications will constitute your acceptance of such changes, modifications, supplements or of such revised or modified Terms.
We reserve the right to:
(a) update, enhance, upgrade, reduce, or otherwise modify or vary the Services, or any part thereof, at any time, for any reason, with or without notice to you. You acknowledge and agree that these Terms will apply to all such modifications, upgrades, enhancements, reductions and/or variations to the Services;
(b) suspend access to or use of the Services, or any part thereof, during times of maintenance (whether scheduled or unscheduled), without notice or liability to you whatsoever;
(c) deny or restrict access to or use of the Services, or any part thereof, to you without ascribing any reasons and without liability to you whatsoever; and/or
(d) discontinue or terminate the Services at any time without notice or liability to you whatsoever, whereupon all rights granted to you hereunder shall also terminate forthwith.
Without limiting the generality of the foregoing, in the event that your access or use of the Services is in breach of these Terms or any applicable law, we have the right to immediately terminate, suspend or cancel any Account(s) and/or Sub-Account(s) associated or linked to you and your access or use of the Services without notice and to take all such action as we consider appropriate, desirable or necessary.
Subject to Clause 5.5 below, and unless otherwise expressly stated:
(a) the termination, suspension or cancellation of a Sub-Account shall not affect the status or validity of any other Account(s) or Sub-Account(s);
(b) where you have two (2) Accounts, the termination, suspension or cancellation of one (1) of your Account shall not affect the status or validity of the other Account or any of your Sub-Account(s); and
(c) where you only have one (1) Account, and that Account is terminated, suspended or cancelled, you will be required to register a new Account within thirty (30) days from the date of the termination, suspension or cancellation of the aforementioned Account, failing which all of your Sub-Account(s), if any, shall be suspended without further notice until a new Account is registered. For the avoidance of doubt, you will be able to continue using your Sub-Account(s), if any, during the aforementioned thirty (30) day period.
Eligible Foreign Entities with registered Account(s) and Sub-Account(s), if any, are required to maintain, access and log into the same regularly. All Account(s) and Sub-Account(s), if any, belonging to Eligible Foreign Entities may, at our absolute discretion, be terminated and deactivated, if these account(s) remain inactive and unused for a continuous period of eighteen (18) months or more. In the event that your Account(s) and Sub-Account(s), if any, are terminated and deactivated in accordance with this Clause 5.5, we shall be entitled to (but under no obligation to) purge and delete Your Content (as defined in Clause 8.1 below) contained in such account(s) without notice and further liability to you.
In the event that your Account(s) and Sub-Account(s), if any, are terminated and deactivated in accordance with Clause 5.5 above, you will need to apply for and register a new Account with us in order to access and use the Services. You will not be able to retrieve your previous Account(s) and Sub-Account(s), if any, or Your Content, if these have been terminated, deactivated and purged in accordance with Clause 5.5 above.
We retain absolute discretion in determining whether or not to provide maintenance and support services for the Services, and if so, the type and nature of such maintenance and support services.
You acknowledge and agree that we may, at our sole and absolute discretion, and without stating any reasons whatsoever, take such verification measures which may include, without limitation:
(a) measures that require you or your Authorised Representative(s) to prove the identity of your Authorised Representative(s) or to confirm or validate the instructions provided under or actions or transactions conducted on your Account(s) and/or Sub-Account(s) by alternative means; and/or
(b) measures declining or delaying to act on actions or transactions conducted on your Account(s) and/or Sub-Account(s) until the identity of your Authorised Representative(s) has been verified or such instructions, actions or transactions have been validated or confirmed in accordance with Clause 5.8(a) above.
Please note that we will never ask you for your Corppass or any other login password other than as part of your use of the authentication service through the Corppass Digital Services. For more details on the essential Infocomm security tips, please visit: https://www.csa.gov.sg/gosafeonline/.
For the avoidance of doubt, we shall not be under any obligation to take such verification measures set out in Clause 5.8 above. We shall not be responsible or liable for any loss, liability or expense suffered or incurred by you arising, directly or indirectly, from any verification measure taken by us in accordance with Clause 5.8.
In the event that we or any relevant Public Agencies receive conflicting instructions or communications from one of your Account(s), Sub-Account(s) and/or Authorised Representative(s) and another, we or the relevant Public Agencies reserve the right to:
(a) decline from acting on either set of instructions or communications; or
(b) act in accordance with the latest instructions received by us or the relevant Public Agencies, as the case may be.
Without prejudice to Clause 20.3, we or any relevant Public Agencies reserve the right to reverse or undo any transaction that has been taken or conducted under your Account(s) and/or Sub-Account(s), if we or the relevant Public Agency subsequently discover or are made aware that such a transaction, and the access and use of your Account(s) and/or Sub-Account(s) to take or conduct such a transaction, was unauthorised. For the avoidance of doubt, any reversal of a transaction under this Clause 5.11 shall be at our or the relevant Public Agency's sole and absolute discretion.

Third Party Terms

The Services may require, enable or facilitate access to or use of websites, software or services of a third party, such as but not limited to other Public Agencies ("Third Party"). In such an event, there will be terms of use of the third party websites, software or services (the "Third Party Terms") that will bind either us or you or both. An example of Third Party Terms may be terms that apply to the services provided by other Public Agencies, open source software terms or standard form terms of the distribution platform from which you obtain any part of the Services (e.g. Google Play Store or Apple App Store terms) which binds us as the developer of the Application and you as a user of the distribution platform (the "Distribution Terms").
Information on the Third Party Terms may be embedded in the Services, publicly available (e.g. the Distribution Terms) or otherwise listed in the Schedule herein. For the avoidance of doubt, insofar as this Clause 6 relates to the Distribution Terms, the relevant Distribution Terms are the terms of the specific platform from which you obtained a copy of the Application. For example, if you had obtained the said copy from the Google Play Store, then the relevant terms are Google's Distribution Terms.
It is your responsibility to check and read the most up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that we (under the Third Party Terms) are required to notify you of, and you unconditionally agree to be bound by all the obligations in the Third Party Terms which are applicable to you as the end user.
If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you unconditionally agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms. Subject to Clause 6.5 below, these Terms shall not limit any specific provisions set out in the individual terms and conditions of particular tools and services offered on or through or with the Services.
If the Third Party Terms require us to incorporate certain terms in these Terms (inclusive of terms which impose any minimum or maximum standards herein, and/or terms described in Clause 6.6 below), such terms are deemed to have been so incorporated (the "Incorporated Terms"). Examples of Incorporated Terms include provisions which require us to give you notice of certain rights and liabilities or require us to ensure that you acknowledge certain matters. For the avoidance of doubt, in the event of any inconsistency between any of the Incorporated Terms and any provision of these Terms, these Terms shall prevail to the extent of the inconsistency.
Some Third Party Terms grant the Third Party, or require us to grant the Third Party, direct rights of enforcement of these Terms as a third party beneficiary, against you. Such Third Party Terms are deemed to have been incorporated into these Terms as Incorporated Terms, and you hereby agree to grant such Third Party, such direct rights of enforcement against you.
You agree to indemnify and keep us and the relevant Public Agencies harmless against all claims, actions, liabilities, losses, damages, costs or expenses (including legal costs on an indemnity basis) howsoever arising out of or in connection with your access or use of the aforesaid third party websites, software or services or your non-compliance with the Third Party Terms or Incorporated Terms which causes us or the relevant Public Agencies to breach any of the Third Party Terms.
You shall not hold us or the relevant Public Agencies liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the aforesaid third party websites, software or services, including but not limited to any damage or loss suffered as a result of reliance on the contents contained in or available from such third party websites, software or services.
For the avoidance of doubt, nothing in the Services shall be considered an endorsement, representation or warranty of or by us with respect to any Third Party or any Third Party's content, products, services or otherwise, even where the Third Party websites, software or services may require the use of Corppass. We make no representations or guarantees regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such third party content, products, services or otherwise and any use or reliance on the same by you is solely at your own risk.

Intellectual Property

You acknowledge that we, or a relevant Third Party, own all title, rights and interest, including Intellectual Property Rights, in and to Corppass and the Corppass Digital Services, including without limitation any software therein, and any Content made available or accessible via the Corppass Digital Services. You shall not do or permit any act which is directly or indirectly likely to prejudice our rights, title or interest, or that of a relevant Third Party (as the case may be), in and to the same. Unless otherwise expressly permitted by mandatory applicable law, you agree not to modify, adapt, translate, prepare derivative works from, or decompile, reverse engineer, disassemble or otherwise attempt to derive source code from, the Corppass Digital Services. Without prejudice to the generality of the foregoing, you shall not use in any way and shall not reproduce any trademarks, logos, trade names and similar marks that are associated with the Services (the "Trademarks"), without our prior written consent, or that of the relevant Third Party (as the case may be).
You also agree to not remove, obscure, or alter our or any relevant Third Party's copyright notices, trademarks, or other proprietary rights notices contained within, applied to or made available or accessible in conjunction with or through the Services.
We do not represent or warrant that the use of the Services by you will not constitute an infringement or misuse of any third party rights, including without limitation, Intellectual Property Rights.
Apart from any fair dealings for the purposes of private study, research, criticism or review, as permitted in law, no part of the Services may be reproduced or reused without our prior written permission.
If you wish to use any parts of any Content made available or accessible via the Corppass Digital Services (except for Your Content as defined below), you must seek our permission in writing, stating the Contents that you intend to use, the intent, manner and time frame for such use, the identities of any other relevant users, and such other information as we may request from you from time to time. We reserve the right to refuse permission without declaring reason(s) and/or if information submitted by you is deemed insufficient.

User Content and Data

You may be required to upload, share, submit or transmit certain Content in the course of your access or use of the Services ("Your Content"). You acknowledge and agree that you shall continue to retain full ownership and control over Your Content and that we do not claim any ownership over any of the same. You hereby grant us, all Public Agencies, and any relevant Third Party a non-exclusive, worldwide and royalty free licence and right to handle and deal with Your Content for the purposes of providing you with the Services, and any purposes directly incidental or related to the same. This includes, without limitation:
(a) sharing or transferring Your Content to third party service providers that we and/or a relevant Third Party may engage for the purposes of providing you the Services or any part thereof;
(b) storing or making backups of Your Content on databases or servers (whether within or outside Singapore) owned, operated or managed by us, a relevant Third Party and/or third party service providers engaged by us or a relevant Third Party; and/or
(c) where you have indicated your agreement to do so, to share, transfer or disclose Your Content with other users of the Services as designated by you.
We shall have the right to remove and delete any of Your Content, at any time, for any or no reason whatsoever, and without notice and further liability to you. We shall not be liable to you in any way whatsoever for any of the aforesaid.
You are solely responsible and liable for Your Content and you acknowledge and agree that you upload, share, submit or transmit Your Content through or by using the Services at your sole risk. For the avoidance of doubt, we may retain and/or store Your Content at our sole and absolute discretion, and we are under no obligation to, nor do we guarantee that we shall, store and/or retain Your Content in any manner whatsoever. You are encouraged to create and retain a back-up of Your Content at all times.

Your Consent to Access Functions of Your Device

Use of the Services may require you or your Authorised Representatives to:
(a) have an adequate Internet connection;
(b) have a compatible Device; and
(c) allow access by the Services to certain functions of your Device (or your Authorised Representatives' Devices) where such functions are available, such as the Device's camera, push notifications, the obtaining and/or sharing the location of the Device, or the collection of data from you or your Authorised Representatives in connection with the Services. Please also see Clause 12 (Privacy Statement). Your use of the Services shall constitute your consent to the access by the Services of such functions of your Device (or your Authorised Representatives' Devices) as may be reasonably required by the Services.
You may not be able to use certain functionalities or parts of the Services if you do not comply with such requirements.

Disclaimers against Warranties, Representations and Liability

The Services are provided on an "as is" and "as available" basis without warranties of any kind. To the fullest extent permitted by law, we do not make any representations or warranties of any kind whatsoever in relation to the Services, or any part thereof, and hereby disclaim all express, implied and/or statutory warranties of any kind to you or any third party, whether arising from usage or custom or trade or by operation of law or otherwise, including but not limited to any representations or warranties:
(a) as to the accuracy, completeness, correctness, currency, timeliness, reliability, availability, interoperability, security, non-infringement, title, merchantability, quality or fitness for any particular purpose of the Services, or any part thereof; and/or
(b) that the Services, any part thereof, or any functions or features associated therewith will be uninterrupted or error-free, or that defects will be corrected or that the Services, website and the server are and will be free of all viruses and/or other malicious, destructive or corrupting code, programme or macro.
We shall also not be liable to you or any third party for any damage or loss of any kind whatsoever and howsoever caused, including but not limited to any direct or indirect, special or consequential damages, loss of income, revenue or profits, lost or damaged data, or damage to any Device, software or any other property belonging to you or your Authorised Representatives, whether arising directly or indirectly from:
(a) the downloading, installing, access to or use of the Services, or any part thereof;
(b) any loss or unavailability of access to or use of the Services or any part thereof, howsoever caused;
(c) any inaccuracy or incompleteness in, or errors or omissions in the transmission of, the Services;
(d) any delay or interruption in the transmission of the Services, whether caused by delay or interruption in transmission over the internet or otherwise; or
(e) any decision made or action taken by you or any third party in reliance upon the Services,
regardless of whether we have been advised of the possibility of such damage or loss.
Insofar as the Services facilitate or require the provision, use or functioning of, or are provided in conjunction with, other products, software, materials and/or services, we make no representation or warranty in relation to such other products, software, materials and/or services (including without limitation any representation or warranties as to timeliness, reliability, availability, interoperability, quality, security, fitness for purpose, non-infringement, suitability or accuracy).
You acknowledge that your access or use of the Services, or any part thereof, as well as those of your Authorised Representatives, contain the possibility of human and machine errors, inaccuracies, omissions, delays, unavailability and losses, including the inadvertent loss of data and/or Your Content which may give rise to loss or damage suffered by you or your Authorised Representatives, and you agree and undertake that you shall not hold us liable in any way whatsoever for the said loss or damage. You further understand and agree that you download and/or use the Corppass Digital Services and/or any third party websites, software or services made available in conjunction with or through the Corppass Digital Services at your own discretion and risk and that you will be solely responsible for any loss or damage suffered by you (or your Authorised Representatives) and to your (or their) Device(s), or loss, damage to or corruption of data that results from the download and/or use of the Corppass Digital Services and/or all third party websites, software or services.
You shall not rely on any part of the Services to claim or assert any form of legitimate expectation against us, whether or not arising out of or in connection with our roles and functions as a public authority.
Information provided through the Services does not constitute professional advice and the Services may not cover all information available on a particular issue. Before using the Services, you shall perform your own checks or obtain professional advice relevant to your particular circumstances.
Notwithstanding anything to the contrary, no action may be brought by you against us, under these Terms or related to the Services, more than one (1) year after the cause of action arose.

Hyperlinks

Insofar as the Services provide any hyperlink(s) to material not maintained or controlled by us, we shall not be responsible for the availability or content of the hyperlinked material and shall not be liable for any damages or loss arising from access to the hyperlinked material. Use of the hyperlinks and access to such hyperlinked materials are entirely at your own risk. The hyperlinks are provided merely as a convenience to you and do not imply endorsement by, association or affiliation with us of the contents of or provider of the hyperlinked materials.
Caching and hyperlinking to, and the framing of, any part of the Services is prohibited save where you have obtained our prior written consent. Such consent may be subject to any conditions as may be determined by us in our sole discretion. If you hyperlink to or frame any part of the Services, that shall constitute your acceptance of these Terms and all amendments thereto. If you do not accept these Terms as may be amended from time to time, you must immediately discontinue linking to or framing of any part of the Services.
We reserve all rights:
(a) to disable any links to, or frames of, any materials which are unauthorised (including without limitation materials which imply endorsement by or association or affiliation with us, materials containing inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights); and
(b) to disclaim responsibility and/or liability for materials that link to or frame any part of the Services.

Privacy Statement

In the course of your access or use of the Services, we may be required to collect, use, disclose and/or process personal data belonging to you or your Authorised Representatives, or that may relate to a third party individual and that is provided by you or your Authorised Representatives. In this regard, we will collect, use, disclose and/or process such personal data in accordance with our privacy statement which can be found on the Corppass Digital Services (the "Privacy Statement").
Please refer to our Privacy Statement for more details. By using the Services, you hereby acknowledge that you have read and understood our Privacy Statement, and that you agree to the terms of the Privacy Statement for the Services as may be amended from time to time. The Privacy Statement forms part of these Terms.

Fees

There are currently no fees for accessing or using the Services. We reserve the right to introduce new fees from time to time. We are not responsible for any fees charged by any other Internet site, application, software, service, product or otherwise that is not provided by us.

Updates

From time to time, we may issue, release or provide updates/upgrades to, or new versions of, the Corppass Digital Services ("Updates"). Such Updates may take place and be implemented automatically, or may require action on your part. Please note that the Services, or any part thereof, may not operate properly or at all if the Updates are not installed or implemented by you. For the avoidance of doubt, we do not guarantee that such Updates will be made available, or that such Updates will continue to be compatible with your existing Device or its operating system.

Rights of Third Parties

Subject to the rights of (a) any relevant Third Party set out in Clause 6.6 and (b) Public Agencies as set out in these Terms (including but not limited to those set out in Clauses 3.4, 3.6, 4.6, 5.10, 5.11, 6.7, 6.8, 8.1, 19.2 and 20.3), a person who is not a party to this Terms shall have no right under the Contract (Rights of Third Parties) Act or otherwise to enforce any of its terms.

Assignment

You may not assign or sub-contract these Terms without our prior written consent.
We may assign, novate, transfer, or sub-contract the rights and liabilities in respect of the Services and these Terms, without notifying you and without further reference to you. Your acceptance of these Terms shall also constitute your consent to such assignment, novation, transfer or sub-contract.

Governing Law and Dispute Resolution

These Terms and the use of the Services shall be governed and construed in accordance with laws of Singapore.
Subject to Clause 17.3, any dispute arising out of or in connection with these Terms or the use of the Services, including any question regarding the existence, validity or termination of these Terms, shall be referred to and finally resolved in the Courts of the Republic of Singapore and you hereby submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
We may, at our sole discretion, refer any dispute referred to in Clause 17.2 above to arbitration administered by the Singapore International Arbitration Centre ("SIAC") in Singapore in accordance with the Arbitration Rules of the SIAC ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this Clause. Further:
(a) The seat of the arbitration shall be Singapore.
(b) The tribunal shall consist of one (1) arbitrator to be agreed upon in accordance with the SIAC Rules, save that if no agreement is reached within thirty (30) days after receipt by one party of such a proposal from the other, the arbitrator shall be appointed by the Chairman of the SIAC.
(c) The language of the arbitration shall be English.
(d) All information, pleadings, documents, evidence and all matters relating to the arbitration shall be confidential.
Where we are the defendant or respondent, we shall have at least 30 days before the commencement of any legal action against us to elect to exercise the right herein to have the dispute submitted to arbitration. This right to elect shall not prejudice our right to a limitation defence and the period to exercise the right shall not be abridged by reason of any accrual of a limitation defence in our favour during the said period.

General

Any termination of the agreement under these Terms (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
If any provision of these Terms is held by a court or tribunal of competent jurisdiction to be invalid or unenforceable, then these Terms, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable provision had never been included.
No delay in enforcing any provision of these Terms will be construed to be a waiver of any rights under that provision.
Any notice that we intend to give to you may be carried out by sending such notice to you through the Corppass Digital Services or to any contact information you may have provided us with through the Corppass Digital Services or otherwise. You are deemed to have received notice of the same upon us sending such notice to you as stated above.

Registration of Accounts and Creation of Sub-Accounts

Save for Eligible Entities, applications to register an Account will need to be submitted by your relevant appointed Corppass Administrator and approved by your Registered Officer (as defined below). Each Organisation can register a maximum of two (2) Accounts. Applications to register Account(s) for Eligible Entities which are not UEN Entities shall follow the process set out and prescribed in the Guidelines and instructions issued by us on the Corppass Digital Services, as may be amended by us from time to time. For more information, please refer to https://www.corppass.gov.sg/corppass/common/userguides.
Under an Account, you are permitted to create Sub-Accounts for your Authorised Representatives to access and use the Services on your behalf. In doing so, you acknowledge and agree that any and all Sub-Accounts created under your Account is created for you as a principal to such Authorised Representatives and on your behalf and that accordingly, we and/or any relevant Public Agency are entitled to assume that any actions taken or instructions issued under such a Sub-Account are duly authorised, and to deem any such actions or instructions as yours, or taken under your direction or instruction and conclusive against and binding on you. We are not obliged to enquire into the specific identity or identities of such Authorised Representatives or their relationship with you. Subject to Clause 19.3 below which applies to Eligible Foreign Entities, you may create up to a maximum of twenty-five (25) Corppass Sub-Administrator Accounts and there is no limit to the number of Corppass User Accounts and Corppass Enquiry User Accounts that you may create.
Eligible Foreign Entities may only register or create up to a total of five (5) Corppass accounts, comprising of both Account(s) and Sub-Account(s).
To register an Account, or to create a Sub-Account, you shall ensure that you and your relevant Authorised Representative:
(a) provide us with true, accurate, complete and up-to-date information as is necessary for the registration, creation and/or maintenance of your Account(s) and/or Sub-Account(s); and
(b) promptly update us with any new information, details or facts so as to ensure that such information provided to us in accordance with Clause 19.4(a) above remains true, accurate, complete and up-to-date.
In the event that you and/or your Authorised Representative provide any information that is false, inaccurate, incomplete or outdated, or if we have any reason to believe that such information is false, inaccurate, incomplete or outdated, we reserve the right to suspend or terminate your Account(s) and/or Sub-Account(s) and refuse any and all current or future use of the Services.
You shall ensure that all applications submitted for the registration of Account(s) and/or the creation of Sub-Account(s), including any approvals provided relating thereto, are valid and have been duly authorised by you through the relevant Authorised Representative who is responsible for providing such authorisation under these Terms. We are not obliged to enquire into or to verify the validity of any application submitted for the registration of an Account or the creation of a Sub-Account, including any approvals relating thereto, and shall be entitled to assume that all such applications, including any approvals provided relating thereto, submitted by you or on your behalf, have been duly authorised by you (through your relevant Authorised Representative) and are valid.
Except where expressly authorised by us in writing, you shall not register any Account or create any Sub-Account, or maintain and operate any Account or Sub-Account, on behalf of or for the benefit of any other person who is not eligible to register an Account or create a Sub-Account, or to maintain and operate any Account or Sub-Account, or to use the Services, in their own capacity.

Operation and Maintenance of Accounts and/or Sub-Accounts

You are solely responsible for maintaining the user access list to the Services and for the timely removal of all redundant Account(s) and/or Sub-Account(s). To safeguard your Account(s) and/or Sub-Account(s), access should only be given to your Authorised Representatives on an "as-needed" basis.
You hereby acknowledge and agree that you are solely responsible for maintaining the confidentiality, safekeeping and security of your Account(s) and Sub-Account(s), including any security token(s), login credentials, passwords or other mechanisms or means (including but not limited to biometric data (e.g. facial recognition, fingerprints)) that may be used to access your Account(s) and Sub-Account(s). For example, you should take appropriate steps to keep your information, software and equipment secure, including clearing your browser cookies and cache before and after using the Services. You may not share your security token(s), login credentials and/or passwords with any third party. You must notify us immediately if you know or have reason to suspect that your login credentials, passwords and/or security token(s) have been compromised, lost, stolen or misplaced, or if your Account(s) and Sub-Account(s) have been compromised or accessed without your permission.
You hereby acknowledge and agree that you are solely liable and responsible for any transactions and activities conducted through your Account(s) and Sub-Account(s). You acknowledge that we are under no obligation, nor are we able to, verify the authenticity of any transactions and activities conducted through your Account(s) and Sub-Account(s), or the identity of the person logging into and using your Account(s) and Sub-Account(s). You agree that you will not hold us or any relevant Public Agency responsible or liable, in any way whatsoever, for losses, costs, expenses or damages suffered or incurred by you or any third party if there is any unauthorised use of your Account(s) and Sub-Account(s).

Responsibilities and Liabilities of Registered Officer

A Registered Officer refers to any person registered with the relevant UEN Issuance Agency as the owner, partner, limited partner, officer, director, or legally appointed representatives of an Organisation, such as but not limited to a judicial manager or liquidator.
Your Registered Officer is responsible for:
(a) ensuring that all information and particulars submitted in an application for the registration of a Corppass Administrator Account are accurate, complete and up-to-date;
(b) nominating and appointing Corppass Administrator(s) to access and use the Services on your behalf;
(c) approving applications to register Corppass Administrator Account(s);
(d) authorising your Corppass Administrator(s) to (i) create or delete Sub-Account(s) and (ii) manage the access control of all of your Sub-Account(s). This authorisation shall be effective immediately upon the registration of a Corppass Administrator Account and will continue to be in effect until such Corppass Administrator Account is revoked, suspended or terminated;
(e) authorising and approving the appointment of your Corppass Administrator(s); and
(f) regularly reviewing and monitoring the access and use of all your Account(s) and revoking and deleting any unused, outdated or invalid Account(s).

Responsibilities and Liabilities of Corppass Administrators and Sub-Administrators

A Corppass Administrator refers to a person appointed and authorised by the Registered Officer of an Organisation to access, use and operate the Organisation's Account(s), and to create, delete and manage the Organisation's Sub-Account(s) and access to digital services provided by Public Agencies.
A Corppass Sub-Administrator refers to a person appointed and authorised by the Corppass Administrator to assist the Corppass Administrator in accessing, using and managing an Organisation's Sub-Account(s) and access to digital services provided by Public Agencies. A Sub-Administrator has full management rights to the Sub-Account(s) unless restrictions have been placed by the Corppass Administrator.
Your Corppass Administrators and Corppass Sub-Administrators are responsible for:
(a) creating and deleting your Account(s) and/or Sub-Account(s) and managing the extent of access for each of your Account(s) and/or Sub-Account(s) to the various categories and types of digital services provided and operated by other Public Agencies;
(b) ensuring that all information and particulars submitted during the registration of the Account(s) and the creation, deletion and management of Sub-Account(s) are accurate, complete and up-to-date;
(c) regularly reviewing your Account(s) and Sub-Account(s) to ensure that the information and particulars relating to you, your relevant Authorised Representatives, and the transactions carried out under your Account(s) and Sub-Account(s) remain accurate, complete and up-to-date. In the event that such information and particulars are inaccurate, incorrect or outdated, your Corppass Administrators and/or Corppass Sub-Administrators shall take such steps as are necessary to correct or update such information and particulars;
(d) monitoring and ensuring the security of your Account(s) and Sub-Account(s) and the proper access and usage of the same by your Authorised Representatives. This includes but is not limited to ensuring that no security token(s), login credentials or passwords relating to your Account(s) and Sub-Account(s) are shared or reused between your relevant Authorised Representatives and any other person (including other Authorised Representatives) that the Account(s) or Sub-Account(s) was not created for; and
(e) promptly deactivating any unused and/or outdated Account(s) and Sub-Account(s), and handing over their Corppass Administrator or Corppass Sub-Administrator duties and responsibilities to the appropriate person(s) immediately prior to them ceasing to be your Authorised Representative or Corppass Administrator or Corppass Sub-Administrator.

Responsibilities and Liabilities of Corppass Enquiry Users and Corppass Users

A Corppass Enquiry User refers to a person appointed and authorised by the Corppass Administrator or a Corppass Sub-Administrator of an Organisation to access and use the Services for the purpose of transacting with digital services provided by Public Agencies on the Organisation's behalf, and/or to view details of the Organisation's Corppass setup, including but not limited to details of the list of digital services provided by Public Agencies that the Organisation has enabled on its Corppass Account(s) or Corppass Sub-Account(s) and the details and transaction history of the Organisation's Account(s) and/or Sub-Account(s).
A Corppass User refers to a person appointed and authorised by the Corppass Administrator or a Corppass Sub-Administrator of an Organisation to access and use the Services for the purpose of transacting with digital services provided by Public Agencies on the Organisation's behalf.
Your Corppass Enquiry Users and Corppass Users are responsible for:
(a) ensuring that all information and particulars submitted during the creation, deletion and management of their respective Sub-Accounts are accurate, complete and up-to-date;
(b) regularly reviewing their respective Sub-Accounts to ensure that the information and particulars relating to them, and transactions carried out under their respective Sub-Accounts remain accurate, complete and up-to-date. In the event that such information and particulars are inaccurate, incorrect or outdated, your Corppass Enquiry Users and/or Corppass Users shall take such steps as are necessary to correct or update such information and particulars;
(c) monitoring and ensuring the security of their respective Sub-Accounts and the proper access and usage of the same. This includes but is not limited to ensuring that no security token(s), login credentials or passwords relating to their respective Sub-Accounts are shared with any other person; and
(d) promptly request that their Corppass Administrator or Corppass Sub-Administrator deactivate their respective Sub-Accounts immediately prior to them ceasing to be your Authorised Representative or Corppass Enquiry User or Corppass User.

Authorisation of 3rd Party

You may appoint and authorise third parties to access, use and manage the Services and transact with digital services provided and operated by Public Agencies on your behalf (each a "Corppass 3rd Party"). Please note that only Organisations that are registered with and have set up their Corppass can be appointed as a Corppass 3rd Party, save that the following types of Organisations cannot be appointed as a Corppass 3rd Party:
(a) an Organisation that is assigned a GSTN entity reference as set out by IRAS;
(b) an Organisation having an ASGD tax reference number assigned by IRAS; and
(c) an Organisation having an ITR income tax reference number assigned by IRAS.
In order to appoint and authorise a Corppass 3rd Party to access, use and manage the Services on your behalf, you must complete the authorisation process made available through the Services, which shall, among other things, require you to stipulate the first day and last day (inclusive) on which the authorisation is valid and effective (the "Authorisation Period"). You may refer to the instructions available on the Corppass Digital Services for more information. You may revoke or cancel your authorisation of your Corppass 3rd Party at any time during the Authorisation Period.
Your Corppass Administrator and Corppass Sub-Administrator shall be responsible for appointing and authorising your Corppass 3rd Party in accordance with Clause 24.2 above, and for specifying the various categories and types of digital services provided and operated by Public Agencies that your Corppass 3rd Party is enabled and authorised to use the Services to transact with on your behalf. You may set limits or restrictions on the extent of your authorisation of your Corppass 3rd Party and to the Services and the categories and types of digital services provided and operated by Public Agencies that your Corppass 3rd Party can transact with on your behalf.
Your Corppass 3rd Party may appoint representatives within its Organisation to perform and fulfil the respective roles identified in Clauses 21, 22 and 23 above.
Unless all of your Accounts and Sub-Accounts are terminated or cancelled, or unless you revoke or cancel your authorisation of the Corppass 3rd Party as set out in Clause 24.2, once your Corppass 3rd Party has been successfully authorised and registered through the Services, your Corppass 3rd Party (and its representatives) will be able to access, use and manage the Services, and transact with digital services provided and operated by Public Agencies, on your behalf during the Authorisation Period.
Upon:
(a) the expiration of the Authorisation Period;
(b) the revocation or cancellation of your authorisation of your Corppass 3rd Party as set out in Clause 24.2; or
(c) the termination or cancellation of all of your Accounts and Sub-Accounts, if any,
your Corppass 3rd Party shall cease to be able to access, use and manage the Services and transact with digital services provided and operated by Public Agencies on your behalf.

Authorised Representatives' Compliance with Terms

You hereby warrant and undertake that:
(a) all of your Authorised Representatives, including but not limited to your Registered Officers, Corppass Administrators, Corppass Sub-Administrators, Enquiry Users, Users or Corppass 3rd Party (and their representatives), have been validly appointed by you, and are duly authorised to access and use the Services and to transact with any digital services provided and operated by any Public Agency (if applicable) on your behalf in accordance with these Terms;
(b) you shall be responsible and liable for all transactions carried out:

(i) on the Services and/or any digital services provided and operated by any Public Agency which are accessible through the Services;
(ii) under your Account(s) and/or Sub-Account(s) or any Account(s) and/or Sub-Account(s) registered or created, and managed by your Corppass 3rd Party on your behalf; and
(iii) by any of your Authorised Representatives, including but not limited to your Registered Officers, Corppass Administrators, Corppass Sub-Administrators, Enquiry Users, Users or Corppass 3rd Party (and their representatives); and

(c) you shall ensure that your Authorised Representatives:

(i) comply with all obligations set out in these Terms; and
(ii) perform and fulfil all of their respective roles and responsibilities as set out in this Section B in good faith and with due care, skill and diligence.