Terms of Service

Effective Date: July 17, 2025

Welcome to DataCare Solutions Pte. Ltd. ("DataCare", "we", "us", "our"). These Terms of Service ("Terms") govern your use of our website and professional data protection services. By engaging our services or using our website, you agree to be bound by these Terms.

1. Services Overview

1.1 Service Description

DataCare Solutions provides professional data protection and PDPA compliance services, including but not limited to:

• Data protection compliance assessments and audits
• Data Protection Officer (DPO) services
• PDPA compliance consulting and advisory
• Data breach response and management
• Policy development and documentation
• Staff training and awareness programs
• Ongoing compliance monitoring and support

1.2 Service Engagement

Our services are provided based on written agreements, proposals, or service contracts ("Service Agreement"). The specific scope, deliverables, fees, and terms for each engagement will be detailed in the applicable Service Agreement.

2. Client Obligations

2.1 Information Provision

Clients agree to:

• Provide accurate, complete, and timely information required for service delivery
• Grant necessary access to systems, documentation, and personnel
• Notify us promptly of any changes affecting the services
• Cooperate in good faith to facilitate service delivery

2.2 Implementation

Clients are responsible for implementing recommendations and maintaining compliance with applicable laws. Our role is advisory and consultative in nature.

3. Fees and Payment

3.1 Service Fees

Fees for our services will be specified in the applicable Service Agreement. Unless otherwise stated:

• One-time setup fees are payable upon commencement
• Annual retainer fees are payable in advance for the contract period
• Additional services may incur supplementary charges

3.2 Payment Terms

• Invoices are payable within 14 days of issuance unless otherwise agreed
• Late payments may incur interest charges at 1.5% per month
• We reserve the right to suspend services for non-payment

3.3 Refund Policy

For detailed information about refunds, cancellations, and related terms, please refer to our Refund Policy.

4. Term and Termination

4.1 Service Term

• One-Time Services: Term concludes upon delivery of agreed deliverables
• Retainer Services: Minimum 1-year term, unless otherwise specified
• Ongoing Services: Continue until terminated as per Section 4.2

4.2 Termination

Either party may terminate the Service Agreement:

• With Cause: Immediately, for material breach by the other party
• Without Cause: With 30 days' written notice (subject to minimum term obligations)
• For Retainer Services: After the minimum 1-year term, with 60 days' notice

4.3 Effect of Termination

• Outstanding fees become immediately due and payable
• We will deliver work completed to date
• Confidentiality obligations survive termination

5. Confidentiality

5.1 Mutual Confidentiality

Both parties agree to:

• Maintain confidentiality of all proprietary and sensitive information
• Use confidential information solely for the purpose of service delivery
• Protect confidential information with reasonable security measures
• Not disclose confidential information to third parties without consent

5.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was already known to the receiving party
• Is independently developed without use of confidential information
• Must be disclosed by law or regulatory requirement

6. Intellectual Property

6.1 Ownership

• Client Materials: Client retains ownership of all materials provided to us
• Deliverables: Upon full payment, client receives ownership of customized deliverables
• General Tools & Templates: We retain ownership of our proprietary methodologies, templates, and tools

6.2 License Grant

Upon full payment, we grant clients a non-exclusive, perpetual license to use deliverables for their internal business purposes.

7. Limitation of Liability

7.1 Advisory Nature

Our services are advisory and consultative. We do not:

• Provide legal advice (clients should consult legal counsel)
• Guarantee regulatory approval or compliance outcomes
• Accept responsibility for client's implementation decisions

7.2 Liability Cap

To the maximum extent permitted by law, our total liability for any claim arising from our services shall not exceed the fees paid by the client in the 12 months preceding the claim.

7.3 Excluded Damages

We shall not be liable for:

• Indirect, incidental, or consequential damages
• Loss of profits, revenue, or business opportunities
• Reputational harm or loss of data
• Third-party claims against the client

8. Professional Standards

8.1 Standard of Care

We will perform services with reasonable professional care and skill consistent with industry standards for data protection consulting services.

8.2 No Guarantee

While we strive for excellence, we do not guarantee:

• Specific compliance outcomes or regulatory decisions
• Prevention of all data breaches or security incidents
• Elimination of all compliance risks

9. Insurance and Indemnification

9.1 Professional Indemnity Insurance

We maintain appropriate professional indemnity insurance coverage for our services.

9.2 Client Indemnification

Client agrees to indemnify and hold us harmless from claims arising from:

• Client's misuse or misrepresentation of our services
• Client's failure to implement recommendations
• Client's provision of inaccurate or incomplete information
• Client's violation of applicable laws or regulations

10. Data Protection and Privacy

10.1 PDPA Compliance

We process client data in accordance with Singapore's Personal Data Protection Act and our Privacy Policy.

10.2 Data Processing

Where we process personal data on behalf of clients, we act as a data intermediary and will:

• Process data only as instructed by the client
• Implement appropriate security measures
• Maintain confidentiality of personal data
• Assist with data subject requests as required

11. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, government actions, strikes, pandemics, or system failures.

12. Dispute Resolution

12.1 Negotiation

Parties agree to first attempt to resolve disputes through good-faith negotiation.

12.2 Mediation

If negotiation fails, parties agree to submit disputes to mediation before pursuing litigation.

12.3 Jurisdiction

These Terms are governed by Singapore law. Any disputes shall be subject to the exclusive jurisdiction of Singapore courts.

13. General Provisions

13.1 Entire Agreement

These Terms, together with the applicable Service Agreement, constitute the entire agreement between parties and supersede all prior agreements or understandings.

13.2 Amendments

We reserve the right to modify these Terms. Material changes will be communicated to active clients with 30 days' notice.

13.3 Assignment

Clients may not assign their rights or obligations without our prior written consent. We may assign our rights to affiliated entities.

13.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall remain in full force and effect.

13.5 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

14. Contact Information

15. Acknowledgment

By using our services or website, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

These Terms of Service are effective as of July 17, 2025, and apply to all services provided by DataCare Solutions Pte. Ltd.