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Last Updated: 21 Aug 2024

FENTU PTE. LTD. - Software as a Service (SaaS) Agreement

This Software as a Service (SaaS) Agreement ("Agreement") is between FENTU PTE. LTD. ("Fentu", "we", "us", or "our"), a company incorporated in Singapore with its principal office at 160 Robinson Road, #14-04, Singapore (068914), and the entity or individual ("Client", "you", or "your") agreeing to these terms. By accessing or using our services, you agree to comply with and be bound by this Agreement.

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1. Purpose

This Agreement governs your use of the SaaS services provided by Fentu, including related software, support, and any other services provided under the terms of this Agreement (the "Services"). This Agreement, together with any referenced documents, constitutes the entire understanding between the parties.

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2. Definitions

  • Services: Includes system administration, monitoring, and the right to use Fentu's software, support services, and any other related offerings as described in the applicable Purchase Order.

  • Client Data: Any data entered or stored by the Client or authorized users within the Services.

  • Purchase Order: The document that outlines the scope, pricing, and specific terms for the Services provided.

  • Users: Individuals authorized by the Client to access and use the Services.

  • Subscription Term: The period during which you have agreed to subscribe to the Services as defined in the Purchase Order.

  • Confidential Information: Refers to all non-public information disclosed by one party to the other, including business plans, customer data, software code, designs, and technical specifications.

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3. Rights Granted

Fentu grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Services for your internal business purposes, subject to the terms of this Agreement and any applicable Purchase Order.

You are responsible for ensuring that all authorized users comply with the terms of this Agreement.

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4. Ownership and Restrictions

  • Fentu retains all rights, title, and interest in the Services, including all intellectual property rights.

  • You retain ownership of your data. However, you grant Fentu a worldwide, royalty-free license to use, host, and display your data solely for the purpose of providing the Services.

  • You may not:

    • - Reverse engineer, decompile, or disassemble the Services.

    • - Use the Services to develop competing products.

    • - Transfer, sublicense, or provide access to any third party outside of your authorized users.

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5. Data Privacy and Compliance

Fentu adheres to the Personal Data Protection Act (PDPA) of Singapore and the General Data Protection Regulation (GDPR) of the European Union.

  • Data Hosting: Your data is hosted in data centers located in Singapore and Germany, managed by Google Cloud. We reserve the right to change hosting providers within the same jurisdiction, ensuring compliance and equivalent security standards.

  • Cross-Border Data Transfers: We ensure all transfers comply with applicable legal requirements, including GDPR's standard contractual clauses.

  • Security Measures: We employ industry-standard security practices, including encryption and access controls.

  • Client Responsibilities: You are responsible for ensuring compliance with applicable data protection laws and securing access credentials.

  • Data Retention and Deletion: Upon termination, Fentu will retain your data for a specified period to allow for retrieval. After this period, all data will be permanently deleted unless otherwise required by law.

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6. Fees and Payments

All fees and payment terms are outlined in your Purchase Order. Payments are due as specified and are non-refundable unless explicitly stated otherwise. We may adjust recurring fees upon renewal with prior notice.

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7. Service Level Agreement (SLA)

We guarantee an annual uptime of 99%, excluding scheduled maintenance. Details are outlined in our Service Level Agreement (Exhibit B). If we fail to meet these standards, you may be eligible for a service credit, which will be applied to future invoices.

  • Planned Maintenance: Fentu will conduct planned maintenance during off-peak hours and will notify you at least 7 days in advance. Planned maintenance is excluded from uptime calculations.

  • Service Credits: If uptime falls below 99%, you are entitled to a service credit of 2% of the monthly fee for every 1% below the SLA threshold, capped at 100% of the monthly fee.

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8. Term and Termination

The initial term of this Agreement is defined in the Purchase Order. Upon expiration, the Agreement will renew automatically unless terminated by either party with at least 30 days' notice before the renewal date.

  • Termination for Cause: Either party may terminate this Agreement if the other party materially breaches and fails to cure within 30 days of receiving written notice.

  • Data Deletion: Upon termination, your access to the Services will cease, and your data will be permanently deleted after a specified period unless otherwise agreed.

  • Termination Assistance: Fentu will assist in the orderly transition of services and data export, subject to additional fees if requested.

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9. Confidentiality

Both parties agree to treat all confidential information with the same degree of care as they would their own and not disclose it to any third party, except as necessary to fulfill obligations under this Agreement.

  • Confidential Information: Includes but is not limited to pricing details, business plans, and Client data. Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.

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10. Limitation of Liability

Fentu's liability under this Agreement is limited to the amount you have paid in the 12 months preceding the incident. We are not liable for indirect or consequential damages, including loss of profits or business interruptions.

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11. Indemnification

You agree to indemnify and hold Fentu harmless against any claims arising out of your use of the Services, including but not limited to claims related to data privacy, intellectual property, and user misconduct.

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12. Force Majeure

Neither party will be liable for delays or failures due to events beyond their reasonable control, including acts of nature, war, terrorism, strikes, or pandemics. Both parties agree to use reasonable efforts to mitigate the effects of such events.

  • Force Majeure Extension: If a force majeure event persists for more than 90 days, either party may terminate the Agreement without penalty.

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13. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Singapore. Any disputes arising under this Agreement will be resolved exclusively in the courts of Singapore.

  • Dispute Resolution: Any disputes arising out of this Agreement shall first be attempted to be resolved amicably. If unresolved, disputes will be referred to arbitration in Singapore, under the rules of the Singapore International Arbitration Centre (SIAC).

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14. Miscellaneous

  • Assignment: You may not assign this Agreement without our written consent. We may assign this Agreement to an affiliate or in the event of a merger or acquisition.

  • Changes to this Agreement: We may update this Agreement from time to time. The updated terms will be posted on our website, and continued use of the Services constitutes acceptance of the updated terms.

  • Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.

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If you have any questions or need further clarification regarding this Agreement, please contact us at contact@fentu.io.

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