5th August 2025

Terms & Conditions

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1. Definition

1.1 In these Terms and Conditions, unless the context requires otherwise, the following words have the following meanings:

  • (a) “Agreement” means the agreement comprised of the DIGITAL SEAMLESS JOURNEY CAR VALUATION AGREEMENT, Schedule 1, and these Terms and Conditions.
  • (b) “Confidential Information” means information of either Party (Owner) that is provided to or becomes known to the other Party (Recipient) in connection with the performance of the Agreement that is by its nature confidential, is designated by its Owner as confidential or the Recipient knows or ought to know is confidential, provided that it is not information in the public domain when it is provided to or obtained by the Recipient or which, after it is provided to or obtained by the Recipient, enters the public domain other than through a breach by the Recipient of the Agreement, nor is it information which the Recipient is required to disclose by law. For the removal of doubt, the terms of the Agreement constitute Confidential Information of Licensor.
  • (c) “Intellectual Property Rights” means all intellectual property rights including copyright, trademarks, trade secrets, know-how and confidential information, and any application or right to apply for registration of any such rights.
  • (d) “Personnel” includes a Party’s employees, directors, agents and contractors.
  • (e) “Term” means the Initial Term and the Successive Renewal Periods.

1.2 In these terms and conditions, unless the contrary intention appears:

  • (a) Headings are for ease of reference only and do not affect the meaning of these terms and conditions;
  • (b) The singular includes the plural and vice versa and words importing a gender include the other genders;
  • (c) A reference to a party includes its executors, administrators, successors and permitted assigns;
  • (d) Words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
  • (e) A reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time;
  • (f) "Including" is not, and should not be read as, a term of limitation.

2. Representation and Warranties

2.1 Each Party hereby makes the following representations and warranties to the other Party on the date of this Agreement and thereafter, whereas each Party:

  • a. Is a company which is validly and legally incorporated under the law of its jurisdiction of establishment;
  • b. Has obtained the required license and/or approval from the competent authority to carry out its business that is still valid at the time this Agreement is executed;
  • c. Has full power and authority to enter into this Agreement, has all the powers required to bind it in the manner intended by this Agreement, and has taken all necessary measures to authorize the execution, delivery, performance, and settlement of this Agreement in accordance with the terms of this Agreement;
  • d. Upon execution of this Agreement, its obligations hereunder shall be legally valid, binding and enforceable on and against it in accordance with the terms hereof;
  • e. No license, approval, order or endorsement, or registration, limitation, assignment, statement, or submission to any government agency or other third party is required in connection with the execution, delivery, or performance of the transactions referred to in this Agreement;
  • f. As of the date of the signing of this Agreement, this Agreement is legally signed and delivered by that Party and constitutes the legal, binding, and enforceable obligations of that Party in accordance with its provisions;
  • g. The execution, delivery, and performance of this Agreement will not:
    • i. Violate any provision of any law or regulation or any order or decree of any authorized institutions or agencies applicable to the Parties;
    • ii. Conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default or require any consent under, any agreement or other instrument to which a Party is a party or by which it is bound;
    • iii. Violate any of the terms or provisions of its articles of association or any of its constituent documents;
    • iv. Violate any judgment, decree or order of any court, or any statute, rule or regulation applicable to the Parties;
  • h. No litigation or arbitration or administrative proceedings or claims are pending or are being threatened against each party or any of its assets, property and business which may be alone or together with any such legal proceedings or their respective claims materially harm its business or affect its ability to comply with or perform its obligations under this Agreement.

2.2 The Licensor hereby further represents and warrants to the Licensee that:

  • a. Licensor is the legal owner of the Licenced Data and has all the legal rights in relation to the Licenced Data, including but not limited to the copyright and the Intellectual Property Rights.
  • b. Licensor shall, in the entire process of providing any data and services in connection with the Agreement, not violate any applicable laws and regulations, including but not limited to applicable laws and regulations in the field of personal data protection.

3. License
  • 3.1 LICENSOR GRANTS TO THE LICENSEE A NON-EXCLUSIVE AND NON-TRANSFERABLE LICENCE TO USE THE LICENCED DATA FOR THE PERMITTED PURPOSE (“LICENCE”).
  • 3.2 THE LICENCE IS IN FORCE FOR THE INITIAL TERM AND, UNLESS OR UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS IN THE AGREEMENT, CONTINUOUSLY EXTENDS FOR SUCCESSIVE PERIODS EQUAL TO THE SUCCESSIVE RENEWAL PERIOD.
  • 3.3 THE LICENSEE ACKNOWLEDGES THAT THE LICENSOR DOES NOT PROVIDE ANY REPRESENTATION OR WARRANTY IN RELATION TO (A) THE NATURE, RELIABILITY, ACCURACY OR COMPLETENESS OF ANY LICENCED DATA; (B) THE FITNESS OF THE LICENCED DATA FOR ANY PURPOSE INTENDED BY THE LICENSEE; OR (C) THE QUALITY, VOLUME OR FREQUENCY OF DELIVERY OF THE LICENCED DATA.
  • 3.4 THE LICENSOR MAY AT ANY TIME AND IN ITS SOLE DISCRETION ADD TO, REMOVE FROM, MODIFY, ENHANCE, RE-ISSUE OR UPGRADE ANY LICENCED DATA INCLUDING BY PROVIDING ADDITIONAL FIELDS FOR THE LICENCED DATA.
  • 3.5 THE LICENSEE IS RESPONSIBLE FOR PROCURING ALL NECESSARY SOFTWARE, EQUIPMENT AND TELECOMMUNICATIONS INFRASTRUCTURE NECESSARY TO ACCESS AND USE THE LICENSE DATA IN ACCORDANCE WITH SPECIFICATIONS AS MAY BE ADVISED BY THE LICENSOR FROM TIME TO TIME. RISK IN THE LICENCED DATA PASSES TO THE LICENSEE ON ITS DELIVERY TO THE LICENSEE AND/OR ACCESS OF THE LICENCED DATA BY THE LICENSEE, WHICHEVER IS THE EARLIER.

4. License Fee
  • 4.1 THE LICENSEE SHALL PAY LICENSOR THE LICENSE FEE WITHIN THE PAYMENT TERM. THE LICENSOR SHALL HAVE THE RIGHT TO SUSPEND THE PERFORMANCE OF ITS OBLIGATIONS UNDER THE AGREEMENT IF THE LICENSEE FAILS TO PAY ANY LICENSE FEE WITHIN THE REQUIRED TIME. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LICENSOR MAY CHARGE INTEREST ON ANY OVERDUE SUM PAYABLE UNDER THE AGREEMENT AT THE RATE OF SEVEN PERCENT (7%) PER ANNUM.
  • 4.2 Each time the Licence is extended in accordance, Licensor may give written notice to the Licensee of the License Fee payable on the date of commencement of that Successive Renewal Period (Fee Notice). At any time within the fourteen (14) day period following the date of receipt by the Licensee of the Fee Notice, the Licensee may terminate the Licence by written notice to Licensor. If such notice of termination is not given by the Licensee within the relevant stipulated period, the Licence Fee payable from commencement of the relevant Successive Renewal Period shall be those set out in the Fee Notice.
  • 4.3 All fees and payments set forth in this Agreement are exclusive of any applicable taxes, including but not limited to Value Added Tax (VAT), Sales and Services Tax (SST), or any other indirect taxes imposed by any governmental authority (“Taxes”). If any withholding tax or similar obligation is imposed on Licensor by the applicable tax authorities, Licensee agrees to gross up the fees to ensure that Licensor receives the full amount due under this Agreement after deduction for any Taxes.
  • 4.4 Licensee shall be solely responsible for the payment of any and all Taxes applicable to the fees and payments under this Agreement. Licensor shall not be responsible for, nor shall it reimburse or compensate Licensee for, any Taxes levied on the fees or payments. Licensee shall provide Licensor with any necessary documentation and invoices for Taxes paid by Licensor in connection with the fees and payments under this Agreement.

5. Permitted Purpose and Restriction
  • 5.1 THE LICENSEE MUST ONLY USE THE LICENCED DATA FOR THE PERMITTED PURPOSE.
  • 5.2 Licensee agrees to keep the Licenced Data confidential and not disclose, distribute, or make the Licenced Data available to any third party without the prior written consent of Licensor.
  • 5.3 Licensee shall (a) ensure that its employees and contractors comply with the terms and conditions of this Agreement; and (b) implement reasonable measures to safeguard the Licenced Data from unauthorised access, disclosure, or use, including but not limited to, encryption, firewalls, and access controls.
  • 5.4 Licensee shall not, directly or indirectly
    • (a) sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Licenced Data available to any third party;
    • (b) modify, adapt, translate, or create derivative works based upon the Licenced Data;
    • (c) copy, alter, modify, supplement, transmit, reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Licenced Data;
    • (d) remove any proprietary notices or labels from the Licenced Data;
  • 5.5 The Licensee shall obtain written approval from the Licensor on every occasion specifying the platform, channel, manner, and duration for Licenced Data to be published by the Licensee or any third party.
  • 5.6 If the Licensor authorised the Licensee to publish the Licenced Data in any way or disclose the Licenced Data for publication by any third party, the Licensee must and must procure that such third parties:
    • (i) adhere to all Licensor’s standards, as notified to the Licensee from time to time, regarding presentation of the Licenced Data, including colour schemes and fonts and the display of copyright notices;
    • (ii) display any corrections or retractions in relation to the Licenced Data, promptly following written notification from the Licensor;
    • (iii) publish the Licenced Data subject to the following disclaimer or other as advised by the Licensor:

    “[Licensor] has prepared this data and valuations from information gathered from a variety of sources. Whilst all care is taken in producing the data and valuations, [Licensor] cannot guarantee or make any representations regarding the use of, or reliance, on it. [Licensor] is not responsible for all the information provided to it and you should not rely on the data or valuations without making your own independent assessment of the vehicle and other sources of information. [Licensor] is not liable for any loss or damages (other than in respect of any liability which may not lawfully be excluded) relating to your use of, or reliance on, this valuation and data.”

  • 5.7 The Licensee acknowledges and agrees that, except to the extent expressly stated in the Agreement, Licensor does not guarantee that the Licenced Data (or the Licensee’s use thereof) will achieve any particular outcome. The Licensee acknowledges that it has made its own determination in relation to the suitability of the Licenced Data and the fitness of the Licenced Data for its purposes. To the extent permitted by law, Licensor excludes all implied conditions and warranties.

6. Intellectual Property Rights
  • 6.1 The Licensee acknowledges that it has no, and will not assert any, Intellectual Property Rights in the License Data, apart from the rights granted under the Licence, and that title to the Licenced Data remains vested in Licenced Data or the real ownership of the Intellectual Property Rights.
  • 6.2 Without limiting any other requirement of the Agreement, the Licensee acknowledges that no new Intellectual Property Rights will arise in any data set as a result of the thinning, reduction, or manipulation of the Licenced Data.

7. Indemnity and Limitation of Liability
  • 7.1 The Licensee indemnifies Licensor and its Personnel against all claims, liabilities, expenses, losses, damages and costs reasonably incurred by any of them arising out or in connection with any breach of the Agreement by the Licensee including any use by the Licensee of the Licenced Data in breach of the Agreement (“Licensor’s Claim”).
  • 7.2 Licensor indemnifies the Licensee and its Personnel against all claims, liabilities, expenses, losses, damages and costs reasonably incurred by them which arise as a direct result of any claim arising from the Licenced Data infringes the Intellectual Property Rights of any third party (Claim). Licensor will not be liable if:
    • (a) the Licensee fails to notify Licensor of the Claim within seven (7) days of becoming aware of it;
    • (b) Licensor’s ability to defend the Claim has been materially prejudiced by the Licensee’s non-compliance with the Agreement;
    • (c) the Claim has arisen directly or indirectly because of the misuse or modification of the Licenced Data by the Licensee or its Personnel or the use of the Licensed Date in combination with equipment, materials or software not supplied or approved by Licensor;
    • (d) the Licensee has failed to apply any correction, update or enhancement made available by Licensor.
  • 7.3 The Parties have entered into this Agreement for the purpose of data sharing in accordance with terms and conditions of this Agreement. In order to protect the interests of the Licensor, the Parties agree that in the event of a breach or default or non-compliance of any term and obligations as specified in this Agreement, the Licensor shall be entitled to recover Liquidated Ascertained Damages (“LAD”) as specified herein. The Parties acknowledge and agree that determining the actual losses incurred by the Licensor as a result of any breach, default or non-compliance may be difficult and uncertain. Therefore, the Parties agree that the LAD amount specified as a sum not lesser than five (5) times the total License Fee payable by the Licensee under this Agreement, represents a genuine pre-estimate of the losses that the Licensor is likely to incur due to such breach, default, or non-compliance. The imposition of LAD under this clause shall not relieve the Licensee from any of its obligations under this Agreement, nor shall it constitute a waiver of any of Licensor’s rights or remedies for any breach of contract.
  • 7.4 To the extent permitted by law, Licensor’s total liability to the Licensee arising out of or in connection with the Agreement, whether in contract, tort (including negligence), pursuant to statute or otherwise is limited, at the option of Licensor, to refunding the License Fee paid by the Licensee for the goods and/or services in respect of which the liability arose, or to providing, replacing or repairing the relevant goods and/or providing the relevant services again.
  • 7.5 To the extent permitted by law, in no event shall Licensor be liable under or in connection with this Agreement whether in contract, tort (including negligence), pursuant to statute or otherwise for the Licensee’s loss of use, production, profit, revenue or data, or for the Licensee’s consequential or indirect loss or damage.
  • 7.6 TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF LICENSOR FOR ANY EVENT OR CIRCUMSTANCE FOR WHICH LICENSOR IS LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PURSUANT TO STATUTE OR OTHERWISE, SHALL BE LIMITED TO THE LICENSE FEE PAYABLE BY THE LICENSEE IN RESPECT OF THE THREE (3) MONTHS PERIOD ENDING ON THE DATE THAT THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY OCCURRED PROVIDED THAT IF THE AGREEMENT HAS BEEN IN FORCE FOR A PERIOD LESS THAN THREE (3) MONTHS AS AT THAT DATE, THEN THE LIABILITY OF LICENSOR SHALL BE LIMITED TO THE LICENSE FEE PAYABLE BY THE LICENSEE IN RESPECT OF THIS LESSER PERIOD.

8. Security and Access

8.1 The Licensee shall at all times effect and maintain adequate security measures to safeguard the Licenced Data from unauthorised access or use and from any malicious damage, destruction and misuse. Without limitation, where a user ID and password are required to access the Licenced Data, the Licensee must maintain the secrecy of that user ID and password and must immediately request Licensor in writing to change the password if it is lost, stolen or otherwise compromised. The Licensee remains responsible for all activities using the user ID and/or password allocated to it and for the use, supervision and control of the Licenced Data provided to or accessed by it.

8.2 The Licensee shall ensure that the Licensee’s systems on or through which the Licenced Data may be accessed or used do not permit or allow a user of those systems to download or extract any Licenced Data using any automated process including report writer downloads or specific systems reports.

8.3 The Licensee must notify Licensor immediately upon becoming aware of any unauthorised use or copying of the whole or any part of the Licenced Data and must provide all reasonable assistance requested by Licensor to practically prevent, or otherwise take action in respect of, the unauthorised use or copying.

8.4 Upon the expiration or termination of the Agreement, the Licensee shall (a) deliver up to Licensor the Licenced Data (including all copies, authorised or otherwise) whether in their original form or modified; or (b) if requested by Licensor, destroy the same and certify in writing to Licensor that they have been destroyed and that the Licensee no longer has a copy of the Licenced Data and is no longer using the Licenced Data.


9. Confidentiality
  • (a) Parties agree that: it will only disclose the Confidential Information of the other party to those of its Personnel who require access to it for the performance of the Agreement;
  • (b) it and its Personnel will only use Confidential Information of the other party for a purpose provided for under the Agreement;
  • (c) it and its Personnel will guard against the direct or indirect disclosure of the Confidential Information of the other party to any third person;
  • (d) it will not make or permit to be made any copies of any Confidential Information of the other party, in whole or in part, nor will it enter the Confidential Information of the other party into any database or other electronic storage system, except as expressly permitted under the Agreement; and
  • (e) it will return all documents and other materials containing or relating to Confidential Information and will destroy all Confidential Information of the other party held in databases or in other machine-readable form either immediately on receipt of a request from the other party or otherwise within six (6) months of the information no longer being required.

The Licensee acknowledges that, notwithstanding this clause, Licensor may identify the Licensee as its customer and use the Licensee’s name and corporate logo in any promotional or marketing material by notifying the Licensee in writing.


10. Audit and Inspection

The Licensee must keep such books and records as are necessary to verify the use of the Licenced Data in accordance with the requirements of the Agreement. Subject to the provision by Licensor of reasonable notice, the Licensee must allow Licensor and any person(s) authorised by Licensor, access to the Licensee’s books and records, systems and premises, both during the Term and for a period of twelve (12) months after the termination or expiry of the Agreement, for the purpose of enabling Licensor to verify the Licensee’s compliance with the requirements of the Agreement. The Licensee must, at its cost, provide full co-operation and assistance as Licensor reasonably requires in relation to the performance of any inspection under this clause.


11. Force Majeure

Neither Party will be liable for any failure or delay in the performance of its obligations under the Agreement (other than Confidentiality, Permitted Purpose and Restriction and License Fee) if that failure or delay is due to circumstances beyond its reasonable control including, but not limited to, unavailability of equipment or other materials, natural disasters, Government restrictions, wars, insurrections, industrial action, or disruption to power supplies or communications systems (“Force Majeure Event”). If a failure or delay in performance arising due to a Force Majeure Event exceeds sixty (60) days, either Party may immediately terminate the Agreement by written notice to the other Party.


12. Termination

12.1 Either Party (Terminating Party) may terminate the Agreement by written notice to the other if the other Party:

  • (a) commits a breach of the Agreement which is incapable of remedy or fails to remedy a breach of the Agreement within thirty (30) days after notice requiring it to do so;
  • (b) ceases to be able to pay its debts as they fall due or becomes the subject of any form of financial or insolvency administration;
  • (c) any of the representations and warranties being found to be untrue, inaccurate or misleading; or
  • (d) the license(s) required by the other Party for it to implement this Agreement is (are) revoked by the competent authority.

12.2 Licensor reserves the right to terminate the Licence and/or Agreement without any liability to the Licensee by providing thirty (30) days written notice to the Licensee.

12.3 Nothing in this clause limits or affects any other right or remedy which may be available to the Terminating Party or any accrued rights or liabilities of either party including the right of Licensor to require payment of all payment, including but not limited to License Fee due in respect of the period up to termination.


13. Severance

If part or all of any provision of these terms and conditions or its application to any person or circumstance is illegal or unenforceable, the provision will be read down to such extent as may be necessary to ensure that it is not illegal or unenforceable. If any provision or part of it cannot be so read down, the provision or part of it will be severed from these terms and conditions and the remaining provisions of these terms and conditions continue in force.


14. Entire Agreement

14.1 The Agreement (including all documents referred to or incorporated in the Agreement) constitutes the entire agreement of the parties in relation to the Licenced Data and supersedes any previous understandings or agreements in relation to the Licenced Data.

14.2 THE LICENSEE ACKNOWLEDGES THAT IN DECIDING TO ENTER INTO THE AGREEMENT, IT HAS NOT RELIED ON ANY REPRESENTATION MADE BY LICENSOR (INCLUDING, TO AVOID DOUBT, ANY WRITTEN, ORAL OR ELECTRONIC SPECIFICATIONS, DIAGRAMS OR OTHER MATERIALS) OR CONDUCT ENGAGED IN BY LICENSOR OR ANY PERSON ON BEHALF OF LICENSOR, OTHER THAN AS EXPRESSLY REFERRED TO IN THE AGREEMENT.

14.3 The Special Conditions form part of the Agreement and if there is any inconsistency between the Special Conditions and these Terms and Conditions, then the Special Conditions will prevail to the extent of the inconsistency.

14.4 Time, whenever mentioned herein, shall be of the essence.

14.5 No failure or delay on the part of Licensor to exercise any rights hereunder will operate as a release or waiver thereof.


15. Choice of Law and Dispute Resolution

15.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore.

15.2 Prior to initiating litigation, the Parties agree to make good-faith efforts to resolve any disputes arising under or in connection with this Agreement through amicable negotiation.

15.3 If both Parties in the Agreement are Singaporean entities, the Parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore to resolve any disputes or claims arising from this Agreement. Both Parties hereby waive any objections to the jurisdiction and venue of such courts and agree not to seek any transfer or removal of any proceedings to any other court.

15.5 In the event that the contracting Party involves one Party being non-Singaporean entity, any dispute arising out of or in connection with this contract, including any question regarding its existence, 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 Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English. The Licensee recognises that in the event of a breach or threatened breach of this Agreement, monetary damages may not be an adequate remedy for the Licensor. In the event that the Licensor seeks an injunction to enforce the terms of this Agreement against the Licensee, the Licensee hereby expressly waives any requirement imposed by applicable law or court practice or arbitration rule that may necessitate the Licensor to provide security or post a deposit as a condition precedent to the issuance of such an injunction. The Licensee acknowledges that this waiver is a material inducement for the Licensor to enter into this Agreement and that, without such a waiver, the Licensor may not have agreed to provide the Licensee with the rights and benefits granted under this Agreement.


16. Assignment

The Licensee may not assign or otherwise deal with its rights or obligations under the Agreement without the prior written consent of Licensor. Licensee agrees that the Licensor may assign, transfer, novate and can otherwise deal in any manner with all or any part of its rights, remedies, power, duties and obligations in relation to this Agreement to any person without Licensee’s consent. This Agreement shall be binding upon and enure for the benefit of Parties’ successors in title.