Last updated: 12 July 2023
Orovault Terms of Service
1. APPLICATION OF TERMS
1.1. These Terms apply to your use of the Service (as that term is defined below). By signing up for an account, accessing and using the Service:
a. you agree to these Terms; and
b. where your access and use is on behalf of another person (e.g. a company, a client), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
1.2. If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.
2. CHANGES
2.1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2.2. These Terms were last updated on 1 April 2023.
3. INTERPRETATION
In these Terms:
3.1. Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our service providers / licensors), including the Orovault.co AI Algorithm and any deliverables provided. Your Confidential Information includes your financial documents and its associated Data.
3.2. Data means all data, content, and information (including Personal Data) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.
3.3. "Deliverables" has the meaning given to it under clause 4.10.
3.4. "Fees" means the applicable fees set out on our pricing page on the Website at or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 8.10.
3.5. "Force Majeure" means any event that is beyond the reasonable control of a party, including, without limitation, acts of God, war, riot, civil commotion, malicious damage (including hacking), compliance with a law or governmental order, rule, regulation or direction, accident or breakdown of any equipment or machinery not due to the negligence of the affected party, fire, flood and storm but excludes:
a. an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
b. a lack of funds for any reason.
including and similar words do not imply any limit.
3.6. "Intellectual Property" includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, software code, data and databases, confidential information, trade secrets, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
3.7. "Objectionable" includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
3.8. "Orovault.co" means the AI Algorithm owned by us (and our licensors) that is used to provide the Service.
3.9. "party" includes that party’s permitted assigns
3.10. "Permitted Users" means your Personnel who are authorised to access and use the Service on your behalf in accordance with clause 5.3.
3.11. "person" includes an individual, a corporate body, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
3.12. "Personal Data" has the meaning given to it under the Singapore Personal Data Protection Act 2012 and other applicable privacy and data protection laws.
3.13. "Personnel" includes officers, employees, contractors and agents, but a reference to your Personnel does not include us and vice versa.
3.14. "Service" means the service having the core functionality described on the Website, as the Website is updated from time to time, and includes the provision of the Deliverables.
3.15. "Start Date" means the date that you sign up for an account.
3.16. "Terms" means these terms titled Orovault.co Terms of Service.
3.17. "Underlying Systems" means the Orovault.co Algorithm, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third party solutions, systems and networks.
3.18. “We”, “us”, “our”, “Orovault.co” or “Oromico” shall be deemed to refer to Oromico Private Limited, Unique Entity Number 201700656E, a company incorporated in the Republic of Singapore whose registered office is at 66 Horne Road #04-00 Singapore 209073.
3.19. "Website" means the internet site at www.orovault.co, or such other site notified to you by us.
3.20. “You”, “your” or “client” shall be deemed to refer to you or, if clause 1.1b applies, including you, the other person(s) on whose behalf you are acting, and the other person(s) acting on your behalf.
3.21. Words in the singular include the plural and vice versa.
3.22. A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.
4. PROVISION OF THE SERVICE
4.1. We will use reasonable efforts to provide the Service:
a. in accordance with these Terms and Singapore law;
b. exercising reasonable care, skill and diligence; and
c. using suitably skilled, experienced and qualified Personnel.
4.2. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person or entity.
4.3. Internationally recognized providers of audit, tax and consulting services will support us in the provision of the Service. As such, Data provided by you may be processed and/or reviewed by these providers (and their proprietary software) in connection with the provision of the Service.
4.4. Subject to clause 4.5, we will use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use reasonable efforts to publish on the Website and/or notify you by email advance details of any unavailability.
4.5. Through the use of web services and APIs, the Service interoperates with a range of third party service features. We do not make any warranty or representation on the availability of the Service or those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make that feature available to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.
4.6. The Service does not constitute an audit, review or assurance engagement under the Singapore Standards on Auditing, Singapore Standards on Review Engagements or Singapore Standards on Assurance Engagements. Consequently, no opinion or assurance will be expressed under such standards. Unless it is part of our scope, we will not provide an opinion or any advice on the nature of any issues identified in the course of providing the Service.
4.7. The computation of income, derived from investment funds, will also consider certain data acquired and retrieved from a recognized external financial data provider. Orovault.co and its service providers will not seek to establish the reliability or accuracy of such data.
4.8. Where necessary, we will indicate within the Deliverables the sources of information presented. Reliance will be placed on representations and documents provided to us by you. Unless it is part of our scope, we will not seek to establish the accuracy or reliability of that information. We may ask you or your representatives to make representations in writing as to a) the factual accuracy of certain parts of our Deliverables; or b) their responsibility for information or matters on which our Services relies.
4.9. If we are unable to complete any part of the provision of the Service, we will discuss the matter with you, in a timely manner, to agree on an alternative work scope or timeline.
4.10. The Deliverables may consist of:
a. Tax report listing certain investment income derived from capital investments.
b. Reproduction of certain official forms to ease preparation of income tax declaration.
c. Explanatory notes containing certain fiscal rules (high level) applied as well as an overview of recent tax developments concerning investment income
4.11. In general, the Deliverables shall be based on tax law, regulations / circulars issued by the Revenue Authorities in the relevant country of residency as well as applicable case law. The reporting period shall last according to the type of tax report (e.g. monthly, yearly) and according to the applicable law.
4.12. The Deliverables provided by us do not constitute legally required tax declaration forms but may include financial information required for tax declaration purposes and follow the structure of the official forms and include references to the line items of the official forms. You acknowledge and agree that the Deliverables are not intended to be a substitute for legally required tax declaration forms. If you are in any doubt as to the action you should take, or how to fill your declaration form, you should consult your lawyer, accountant, tax adviser or other professional advisers.
5. YOUR OBLIGATIONS
5.1. You and your Personnel must:
a. use the Service in accordance with these Terms solely for:
i. your own personal use;
ii. your own internal business purposes to service your clients; and
iii. lawful purposes (including complying with any applicable law regulating unsolicited electronic messages); and
b. not resell or make available the Service to any third party, or otherwise commercially exploit the Service.
5.2. When using the Service, you and your Personnel must:
a. not impersonate another person or misrepresent authorisation to act on behalf of others or us;
b. ensure that all Data provided to us is accurate and complete
c. correctly identify the sender of all electronic transmissions;
d. not attempt to undermine the security or integrity of the Underlying Systems;
e. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
f. not attempt to view, access or copy any material or data other than;
i. that which you are authorised to access; and
ii. to the extent necessary for you to use the Service in accordance with these Terms; and
g. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property rights and data protection rights) or is Objectionable, incorrect or misleading.
5.3. Without limiting clause 5.2, no individual other than a Permitted User may access or use the Service. You may authorise any member of your Personnel to be a Permitted User. You must procure each Permitted User’s compliance with these Terms and any other reasonable condition notified by us to you.
5.4. A breach of any of these Terms by your Personnel (including, to avoid doubt, a Permitted User) is deemed to be a breach of these Terms by you.
5.5. You are responsible for procuring all licences, authorisations and consents required for you and your Personnel to use the Service, including to use, store and input Data into, and process and distribute Data through the Service.
5.6. You agree that any document, information or written instructions we receive from your representatives for the provision of the Service pursuant to these Terms, whether in hard copy or electronically, shall be deemed to be received from your authorised representative.
5.7. As the Service relies upon Data that is provided, you warrant that all Data provided to us is accurate and complete. You agree that Orovault.co is not responsible for the accuracy and completeness of the Data, nor shall it be held liable for any issues whatsoever with the Deliverables due to the accuracy and completeness of the Data provided by you or your representatives. Orovault.co will however give you feedback on obvious inaccuracies so that you can take appropriate action.
5.8. If there is delay in the provision of relevant information or documents by you, or failure or delay on your part to perform any relevant obligation or duty, we will discuss the matter with you during the provision of the Service under relevant Terms of Service. You agree that it may not be possible to complete the provision of the Service in accordance with the Terms as a result.
5.9. The Deliverables provided by us are anonymized. Under no circumstances should the Deliverables be used as a substitute for your original statements and advices from your bank(s). In the event of an audit on your tax declaration conducted by the Revenue Authorities in the country of residence, you should use the Deliverables provided by us in conjunction with your original statements and advices from your bank(s). If you are in any doubt as to the action you should take, you should consult your lawyer, accountant, tax adviser or other professional advisers.
6. SPECIAL TERMS RELATING TO FINANCIAL REPORTING OVERSIGHT ROLE ('FROR') CHECKS
6.1. The Deliverables may be prepared by or with assistance from an internationally recognized provider of audit, tax and consulting services. As an audit firm, they are prohibited in certain circumstances from directly or indirectly providing tax services to individuals who hold a FROR position with an audit client of the said service provider. As such, prior to provision of the Services, we are required to identify such individuals.
6.2. Prior to the commencement of the Service, in compliance with the regulatory requirement to identify possible FROR, we require specific information from you regarding your FROR status in a self-declaration form.
6.3. Where you have self-declared as a possible FROR, you agree to furnish us with additional information including but not limited to any employment and directorships, to enable our service provider to determine if there is an audit relationship with them.
6.4. With our limiting clause 5.2b, you warrant that the information you provide in the self-declaration form is accurate and complete
6.5. For the avoidance of doubt, where you have been identified as a FROR at any time, we will not be able to provide our services to you. If our Service has already commenced, the Service shall immediately cease upon you being identified as FROR.
7. DATA
7.1. You acknowledge that:
a. we may collect, use, disclose and/or process the Data (including any Personal Data) to exercise our rights and perform our obligations under these Terms; and
b. to the extent that this is necessary but subject to clause 10, we may authorise a member or members of our Personnel and our service providers to collect, use, disclose and/or process the Data (including any Personal Data) to exercise our rights and perform our obligations under these Terms.
7.2. To the extent that the Data contains Personal Data, you agree and consent to our collecting, using, disclosing and / or processing of that Personal Data for the purposes as described in clause 7.1. You warrant that you have obtained all necessary consents and approvals from any relevant individuals to enable us to collect, use, disclose and / or process that Personal Data in accordance with these Terms.
7.3. You consent to and agree that:
a. we may:
i. use Data about you and your end users’ use of the Service to generate anonymized and aggregated statistical and analytical data ("Analytical Data");
ii. use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
iii. supply Analytical Data to third parties;
b. our rights under clause 7.3a above will survive termination or expiry of these Terms; and
c. title to, and all Intellectual Property rights in, Analytical Data is and remains our property.
7.4. You acknowledge and agree that:
a. we are not responsible for the security of your account, or any equipment, network or systems you may use to access the Website and / or Service. We do not guarantee the security of any transmission you make. You are responsible for ensuring the security of the process by which you access and use the Website and / or Service; and
b. any link on the Website to websites which are owned or operated by third parties shall not be construed as any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators. Your access to and / or use of such third party websites is at your sole risk.
7.5. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.
7.6. We may store Data (including any Personal Data) in secure servers in Singapore, Switzerland and other parts of the world and may access that Data (including any Personal Data) in Singapore, Switzerland and other parts of the world from time to time. You agree and consent to our transferring of Personal Data out of Singapore to any of the secure servers as described, for the purpose of providing the Service.
7.7. We may retain the Data and the Deliverables for the period necessary to provide the Service, unless a longer retention period is required. When we no longer have a need to retain the Data or the Deliverables, they will be deleted after 3 months. Reasons why we may retain the Data or Deliverables for longer periods of time include:
a. Security, fraud and abuse prevention;
b. Financial record-keeping;
c. Compliance with legal or regulatory requirements;
d. Ensuring the continuity of our services; and
e. Direct communications with us.
7.8. You agree to indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and data protection rights) or that the Data is Objectionable, incorrect or misleading.
8. FEES
8.1. Fees will be chargeable by Orovault.co based on a tiered pricing model, including a minimum fee applicable for each order.
8.2. You must pay the Fees:
a. in accordance with the payment terms set out on our Website; and
b. electronically in cleared funds without any set off or deduction.
8.3. We will require you to make a payment for your order calculated based on the number of transactional records derived from your financial documents.
a. for individual clients and/or accounts - a 70% pre-payment to be made prior to our commencement of work. Balance payment to be made prior to the download of your tax report.
b. for corporate clients and/or accounts - full payment to be made prior to the download of your report.
8.4. At any time you may furnish us with additional documents or information deemed necessary for the completeness of the Deliverables. In such events, we may require you to make additional payment as a result.
8.5. Any outstanding fees owed to Orovault.co should be settled prior to our delivery of the Deliverables. We reserve the rights to withhold the Deliverables pending full settlement.
8.6. We will provide you with invoices after we received your payment in full.
8.7. In the unlikely event that Orovault.co overcount the number of billable transactions, we will refund the excess amount back to your credit card or as a cash credit to your Oro-wallet.
8.8. Cash credits in your Oro-wallet can be used towards your next purchase. If you wish to withdraw the balance credit in your Oro-wallet, there will be an administrative fee imposed, charged at 3.4% of the withdrawal amount.
8.9. The Fees exclude any applicable goods and services, value-added, sales or other similar tax, which you may be required to pay on taxable supplies.
8.10. We may adjust the Fees by giving at least 30 days’ notice. If you do not wish to pay the adjusted Fees, you may terminate these Terms and your right to access and use the Service. If you do not terminate these Terms and your right to access and use the Service in accordance with this clause, you are deemed to have accepted the adjusted Fees.
9. INTELLECTUAL PROPERTY
9.1. Subject to clause 9.2, all title to, and all Intellectual Property rights in, the Service, the Website, and all Underlying Systems is and remains our property (and the property of our service providers / licensors). You must not contest or dispute that ownership, or the validity of those Intellectual Property rights.
9.2. Title to, and all Intellectual Property rights in, the Data (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
9.3. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
9.4. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together “Feedback”):
a. all Intellectual Property rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
b. we may use or disclose the Feedback for any purpose.
9.5. You acknowledge that the Service may link to third party websites or feeds that are connected or relevant to the Service. Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.
10. CONFIDENTIALITY
10.1. Each party must, unless it has the prior written consent of the other party:
a. keep confidential at all times the Confidential Information of the other party;
b. effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
c. disclose the other party’s Confidential Information to its Personnel or professional service providers on a need to know basis only and, in that case, ensure that any Personnel or professional service providers to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 10.1a and 10.1b.
10.2. The obligation of confidentiality in clause 10.1 does not apply to any disclosure or use of Confidential Information:
a. for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
b. required by law (including under the rules of any stock exchange);
c. which is publicly available through no fault of the recipient of the Confidential Information or its Personnel;
d. which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
e. by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 10.
11. WARRANTIES
11.1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
11.2. To the maximum extent permitted by law:
a. our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, our liability is limited to the amount equal to the total Fees paid by you relating to the Service;
b. you agree that you are responsible for using the Service in accordance with these Terms, and for backing up any Data which you have transmitted to or stored on the Service; and
c. we make no representation concerning the quality of the Service and do not promise that the Service will:
i. meet your requirements or be suitable for a particular purpose, including that the use of the Service will fulfil or meet any statutory and/or regulatory role or responsibility you may have; or
ii. be secure, uninterrupted or error free.
11.3. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:
a. to the maximum extent permissible by law, any applicable consumer protection law does not apply to the supply of the Service or these Terms; and
b. it is fair and reasonable that the parties are bound by this clause 11.3.
11.4. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:
a. supplying the Service again; and/or
b. paying the costs of having the Service supplied again.
12. LIABILITY
12.1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed an amount equal to the total Fees paid by you relating to the Service. The cap in this clause 12.1 includes the cap set out in clause 11.2a.
12.2. Neither party is liable to the other under or in connection with these Terms or the Service for any:
a. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
b. consequential, indirect, incidental or special damage or loss of any kind.
12.3. Clauses 12.1 and 12.2 do not apply to limit our liability under or in connection with these Terms for any personal injury or death arising solely from our default of these Terms.
12.4. Clause 12.2 does not apply to limit your liability:
a. to pay the Fees;
b. under the indemnity in clause 7.8; or
c. for those matters stated in clauses 9, 10 and 12.3a to 12.3c.
12.5. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its Personnel or professional service providers.
12.6. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.
13. TERM, TERMINATION AND SUSPENSION
13.1. Unless terminated under this clause 13, these Terms and your right to access and use the Service:
a. starts on the Start Date; and
b. continues until a party gives at least 30 days’ notice that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
13.2. Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
a. breaches any material provision of these Terms and the breach is not:
i. remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
ii. capable of being remedied; or
b. becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
13.3. You may terminate these Terms and your right to access and use the Service in accordance with clause 8.10.
13.4. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.
13.5. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.
13.6. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
13.7. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 13.8, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
13.8. At any time prior to one month after the date of termination, you may request:
a. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy. On receipt of that request, we will provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
b. deletion of the Data stored using the Service, in which case (and subject to clause 7.7) we will use reasonable efforts to promptly delete that Data. To avoid doubt, we are not required to comply with clause 13.8a to the extent that you have previously requested deletion of the Data.
13.9. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your Personnel have:
a. undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
b. used, or attempted to use, the Service:
i. for improper purposes; or
ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;
c. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property rights and data protection rights), or that is or may be Objectionable, incorrect or misleading; or
d. otherwise materially breached these Terms.
14. GENERAL TERMS AND CONDITIONS
14.1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
14.2. No person other than you and us has any right to a benefit under, or to enforce, these Terms. The Contracts (Rights of Third Parties) Act, Cap. 53B does not apply to these Terms.
14.3. No delay in the exercise or enforcement of our rights under these Terms will constitute a waiver of our rights. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
14.4. You agree that you and us are independent parties with respect to each other. Nothing under these Terms constitutes a joint venture, agency, partnership, or other relationship between us and you.
14.5. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing enquiry@orovault.co
14.6. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of Singapore. Any dispute arising out of or in connection with these Terms or the Service, including any question regarding their existence, interpretation, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) 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 14.6. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator.
14.7. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 7.8, 9, 10, 12, 13.4 to 13.8 and 14.6, continue in force.
14.8. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.
14.9. Subject to clauses 2.1 and 8.10, any variation to these Terms must be in writing and signed by both parties.
14.10. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree that it is fair and reasonable that the parties are bound by this clause 14.10.
14.11. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.