Terms & Conditions
Welcome to the Neurotrend Pte Ltd website at http://www.neurotrend.com/. If you agree to participate in Neurotrend's research projects, you are agreeing to comply with and be bound by the following Terms and Conditions. If you disagree with any part of this Terms & Conditions please do not participate and do not hesitate to contact us. We may have alternative arrangements that would satisfy your requirements.
Neurotrend Pte Ltd is incorporated in Singapore with registered number, 201737068C, whose registered address is at 17 Jurong Port Road, Singapore 619092. You can reach us via email at email@example.com.
1. These words and phrases have defined meanings;
Terms & Conditions : This confidentiality agreement and any amendments from time to time;
Confidential Information : Any information disclosed by or on behalf of a Disclosing Party (as defined below) to a Receiving Party (as defined below) during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially sensitive.
Disclosing Party : Either Party to this Agreement when disclosing Confidential Information to the other Party;
Effective Date : The date of this Agreement;
Intellectual Property Rights : All trade and service marks, registered and unregistered design rights, all design right applications, patents, copyrights, database rights and rights in know how, confidential information and inventions and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may now or in the future subsist;
Permitted Purpose : The information will be used only in accordance with the Permitted Data Uses described in Appendix A;
Receiving Party : Either Party to this Agreement when receiving Confidential Information from the other Party;
Term : The term of this Agreement;
Working Day : Any day other than a Saturday, Sunday or bank holiday in England and Wales.
Obligations in relation to Confidential Information
2. In consideration of the disclosure to it of Confidential Information by the Disclosing Party the Receiving Party agrees and undertakes that it will, subject to the provisions of Clause 4:
a) keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Disclosing Party's prior written consent;
b) not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party;
c) ensure that all Confidential Information meets the regulation stated by the Personal Data Protection Act ("PDPA")
3. A Receiving Party may disclose Confidential Information to its employees, professional advisers, agents and sub-contractors (each a "Permitted Disclosee") provided that the Permitted Disclosee (i) has a need to have access to the Confidential Information for the performance of its work in relation to the Permitted Purpose and (ii) is bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information which it receives from the Receiving Party.
Ownership of confidential information
4. The Confidential Information and all Intellectual Property Rights contained in it will remain the property of the Disclosing Party and the disclosure of the Confidential Information will not give the Receiving Party any rights in any part of the Confidential Information.
Exceptions to non-disclosure and confidentiality
5. The obligations of confidentiality set out in this Terms & Conditions will not apply to any information which:
a) is already known to, or in the possession of, the Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to any obligation of confidentiality;
b) is, or becomes through no wrongful act or default of the Receiving Party, public knowledge;
c) is received from a third party in circumstances where the Receiving Party has no reason to believe that there has been a breach of a duty of confidence;
d) is required to be disclosed by law or the rules of any court or other body of competent jurisdiction; any governmental or regulatory body or any recognised investment exchange.
Term and return of Confidential Information
6. This Terms & Conditions will come into force on the Date stated in the signed consent form and will continue as required, unless terminated earlier at any time by either Party giving written notice of termination to the other.
7. On termination of this Terms & Conditions or on demand by the Disclosing Party, the Receiving Party will immediately stop using all Confidential Information, return all Confidential Information to the Disclosing Party and provide a certificate to the Disclosing Party certifying that no copies of the Confidential Information have been made or retained.
8. Both Parties acknowledge that damages alone would not constitute an adequate remedy for any breach by the Receiving Party of this Terms & Conditions.
9. Each Party shall, without prejudice to any and all other rights and remedies which may be available, be entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Terms & Conditions by the other Party actual or threatened.
Limitation of liability
10. Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Terms & Conditions.
11. Subject to the above, neither Party, nor any of their respective employees, officers, agents, subsidiaries or any other associated third parties associated accepts any responsibility or liability for, or makes any representation or warranty, express or implied, that the Confidential Information disclosed by either Party is accurate or complete.
Circumstances beyond the control of the parties
12. A Party to this Terms & Conditions will not be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified Party or Parties may suspend or terminate the Terms & Conditions on notice, taking effect immediately upon delivery of the notice.
13. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Terms & Conditions without the prior written consent of the other Party or parties, such consent not to be unreasonably withheld.
14. No variation to this Terms & Conditions will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
15. Except as otherwise provided on the Terms & Conditions, the Contracts (Rights of Third Parties) Act 2001 will not apply to this Terms & Conditions and no third Party will have any right to enforce or rely on any provision of this Terms & Conditions.
16. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
17. Provisions which by their intent or terms are meant to survive the termination of this Terms & Conditions will do so.
18. If any court or competent authority finds that any provision of this Terms & Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Terms & Conditions will not be affected.
19. Any notice to be delivered under this Terms & Conditions must be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by pre-paid registered mailed by overnight courier or by email, the receipt of which is confirmed, addressed to the Party at the address set forth in the registered address in the Terms & Conditions or place of business of the notified Party. Either Party may from time to time change its notification address by giving the other party prior written notice of the new address and the effective date thereof.
20. This clause does not apply to the service of any proceedings or other documents in any legal action.
21. This Terms & Conditions shall be governed by and interpreted according to the laws of Singapore and all disputes arising under the Terms & Conditions (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of Singapore.
Description of Data : The data provided by the Disclosing Party for Neurotrend research will include (a) neurophysiological data, (b) physiological data, (c) eyes movements information (d) facial movements information and (e) sociological information. Neurotrend may request additional data during the research.
Permitted Uses : The Disclosing Party’s information is shared with the Receiving Party for the purposes of participating in the research. Activities will include (a) analysis of Disclosing Party neurophysiological and sociological data, and (b) interpreting results of the research. The research will produce multiple outputs including i) reports to be published both privately and publicly; ii) insights forming the basis for further research; and iii) tools for analyzing the data. For the avoidance of doubt, Disclosing Party’s data will not be shared publicly or with other Disclosing Parties of the Research without an agreement explicitly permitting its release.