Terms and Conditions

Haste Terms And Conditions

1. Definitions

  1. "Account" refers to an account (or accounts) enabling the Merchant access and use of the services- this includes both administrator and user accounts.
  2. "Agreement" refers to this agreement including any Schedules, and any amendments to this Agreement from time to time.
  3. "Business Data" refers to any confidential data, sensitive information or trade secrets about the Customer’s operations
  4. "Customer" refers to you and the organisation that you represent.
  5. "Effective Date" refers to the date of execution of this Agreement which is brought into effect when the customer decides purchase the subscription service
  6. "Force Majeure Event" refers to an event, or a series of related events, that is outside the reasonable control of the party affected including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party or changes to the law.
  7. “Haste” refers to Haste Tech Pte Ltd, a private company limited by shares in Singapore.
  8. “Subscription Service” or “Service” refers to the cloud retail data science software platform and includes the merchant web portal, analytics modules and technical support services provided by Haste at the website https://www.haste.tech consisting of
    1. all proprietary technology (software, hardware, processes, algorithms, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) of Haste,
    2. licensors and service providers used by Haste to provide the Subscription Services;
  9. “Order Form” refers to the purchase confirmation of the Service from Customer, from a document identifying the Subscription Service, Pricing Metrics and Price signed by a duly authorized representative of the Customer and made available by Haste pursuant to this TOS.
  10. “Pricing Metrics” refers to the value metrics that Haste charges for the users and usage of the Subscription Service described in the Order Form or Pricing Page
  11. “Personal Data Protection Acts” refers to the Singapore Personal Data Protection Act 2012 (PDPA) is a law that governs the collection, use and disclosure of personal data by all private organisations.
  12. "Personal Shopper Data" refers to any shopper data that is processed by Haste on behalf of the Merchant in relation to this Agreement
  13. "Update" refers to a hotfix, patch or minor version update to any Platform software.
  14. "Upgrade" refers to a major version upgrade of any Platform software.

2. General Terms of Service

  1. This Terms of Service constitute a single legal binding document which governs the Customer’s use of the Service by the law of Singapore. By accessing and using Haste, you agree to be bound by these Terms. If you do not agree to these Terms, do not access and/or use Haste.
  2. By accepting these Terms, or by continuing to access or use the Service, Customer acknowledge that Customer have read, understood, and agree to be bound by this Terms.
  3. Customer warrants that it is a legal entity in good standing in the jurisdiction of its formation.
  4. The failure of Haste to exercise or enforce any right or provision of this TOS shall not be a waiver of that right.
  5. From time to time, Haste may modify this TOS without prior notice, and the TOS becomes effective from the date of posting. Customer can review the most current version of this TOS at any time

3. Subscription Service

  1. Haste owns all right, title and interest in and to the Subscription Services, including all related intellectual property rights. Haste reserves all rights not expressly granted to Customer under these Terms.
  2. Subject to the Terms, Haste may grant Customers a limited, worldwide, non-exclusive, non-transferable right to use the paid Subscription Service solely in connection with the Customer’s internal business operations.
  3. Customer’s use of the Subscription Service includes the right to access all functionality available in the purchased Subscription Service as of the date specified in the Order Form, subjected to the applicable pricing metrics based on users and software feature usage described on the Order Form.
  4. If Customer uses the Service in excess of the initial Pricing Metrics in the Order Form, the Customer agrees to the immediate increase of billing for additional Pricing Metrics and will be payable at rates consistent with those in the Order Form (unless the parties agree to other rates) for the then current Subscription Term according to Section 4 (Billing, Fees and Payments).
  5. Haste has the right to monitor Customer’s use of Service in order to verify that Customer has not exceeded its permitted Pricing Metrics.
  6. Customer may access and use the Service only for lawful purposes and shall not mimic its functionality by creating derivative works based on the Service’s features, user interface or functionality pattern.
  7. Haste reserves the right to change the prices, pricing metrics, pricing metric definitions, service offering or add-ons at any time by providing written notice to the customer at least thirty (30) days in advance.

4. Billing, Fees and Payments

  1. Customer agree to pay Haste the amount that is specified in the Order Form within the use of the applicable Pricing Metrics. Unless otherwise stated, all fees are non-cancellable and non-refundable.
  2. Customer’s subscription term shall be automatically renewed for a period equal to the initial term unless either Party notifies the other in writing at least 30 days prior to expiration of the then-current term.
  3. Pricing in USD for reference purpose only. Final transaction charge will be in Singapore Dollars based on a reasonable exchange rate adjustment.
  4. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Haste reserves the right to suspend Customer’s access to the Service without liability to Customer until such amounts are paid in full.
  5. Customer will notify Haste within sixty (60) days from the invoice date if there are disputes on any charges.
  6. Credit Card payment mode is the default payment mode for Customers.
  7. Customer must be authorized to use the credit card information submitted to create the billing account.
  8. Haste does not store credit card information on our servers. Billing shall be done via third-party authorized billing agents, utilizing industry-standard security software in order to create a safe transaction.
  9. Customer hereby authorize Haste to bill Customer payment instrument in advance on a periodic basis until Customer terminates the account.
  10. Haste shall provide an invoice for each transaction.
  11. Late payments made are subject to a penalty of an extra 1.5% of the subscription price as per the latest currency exchange rate from the date of default by the Customer, per month of active subscription.

5. Business Data, Personal Shopper Data, Feedback And Meta Data

  1. Haste does not own and shall not share any data, information or material without written authorization by Customer in the course of using the Service (“Business Data” and “Personal Shopper Data”).
  2. Haste will use the information and data to improve the Services and develop new services and features, and protect Customers’ data.
  3. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Business Data and Personal Shopper Data, and Haste shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.
  4. Customer may provide Haste with feedback, suggestions, and ideas, if Customer chooses, about the Service (“Feedback”).
  5. Customer agrees that the Feedback submitted to Haste
    1. Does not contain confidential or proprietary information and does not bind Haste to any obligation of confidentiality, express or implied
    2. May be used by Haste to reproduce, modify, create derivative works from, distribute, or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide without any obligation to provide attribution or compensation to Customer or any third party.
  6. Haste may monitor Customer’s use of the Services and use data related to Customer’s use in an aggregate and anonymous manner (“Metadata”), including to compile statistical and performance information related to the provision and operation of the Services. Customer agrees that Haste may make the Metadata publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer or its Confidential Information. Haste retains all intellectual property rights in such Metadata.

6. Customer Support

  1. Customer can email Haste Customer Support for software related support, or to request for assistance, guidance and advice on the use of the software.
  2. Haste support team is open from 9am to 6pm Singapore Time (UTC+8) from Mondays to Fridays, excluding Singapore’s Public holidays.
  3. Haste reserves the right to temporarily access Customer’s user account(s) to identify and resolve potential root-causes and problems raised.

7. Account Information from Third Party Providers

  1. Customer may direct Haste to retrieve certain information maintained online by third party providers that has a customer-vendor relationship with the Customer.
  2. Haste may require the Customer to provide the access information necessary to access Customer account with third party providers that the Customer have a customer relationship with.
  3. By using the Service and providing Customer Access Information, Customer expressly authorize Haste to access and use Customer Account Information maintained by identified third parties, on Customer behalf as Customer agent.
  4. Customer represent and warrant that neither the foregoing (or anything else in this Terms of Service) nor Customer use of the Services will violate any agreement or terms to which Customer are subject, including without limitation, those with respect to any third party site.
  5. Customer acknowledge and agree that when Haste accesses and retrieves account information from third party sites, Haste is acting as customer agent, and not as the agent of or on behalf of the third party.
  6. As such, Haste is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party services.
  7. Haste does not guarantee that any such third party services will continue to be made available within the Service, and such services may be removed or disabled by Haste at any time without notice to you. You acknowledge and agree that the Service may not be sponsored or endorsed by the third party services accessible through the Service.

8. Termination

  1. Either party may terminate if the other party:
    1. Fails to cure any material breach of this TOS within thirty (30) days after written notice of such breach;
    2. Ceases operation without a successor; or
    3. Seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)).
  2. Termination is not an exclusive remedy and the exercise by either party of any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.
  3. Customer is responsible for disconnecting all data sources connected to Haste upon termination of the service.
  4. Upon termination, Haste will make the relevant Merchant Data available for electronic retrieval for a period of 30 days, but thereafter Haste may, but is not obligated to, delete stored Data.
  5. Haste shall not be liable to Customer or any third party for any modification, suspension or discontinuation of the Service. All accrued rights to billing and payment shall survive termination of this TOS.
  6. Customer understands that any dispute arising out of or in connection with this TOS, 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 seat of the arbitration shall be in Singapore, and the tribunal shall consist of one (1) arbitrator.

9. Indemnification

  1. Customer, not Haste, shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Personal Shopper Data, and Haste shall not be responsible or liable for the
  2. Customer will defend, indemnify and hold harmless Haste, its suppliers and licensors, and its respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns, from any costs, damages, expenses, and liability caused by Customer’s use of the Service, Customer’s violation of these Terms, or Customer’s violation of any rights of a third party through use of the Service.
  3. Customer agree to indemnify and hold Haste harmless from and against any loss, cost, damage and expense, including but not limited to attorney’s fees and court costs, arising directly or indirectly from use of the Service and/or Customer’s breach of any representation, warranty or restriction contained in these Terms.

10. Limitation of Liability

  1. Neither party shall be liable under these Terms for any of the following losses suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of these Terms):
    1. loss of actual or anticipated profits (including loss of profits on contracts);
    2. loss of anticipated savings;
    3. loss of business opportunity;
    4. loss of reputation or damage to goodwill; and
    5. special, indirect or consequential losses.
  2. Each party’s liability under these Terms in relation to liability arising from any given event or series of connected events shall be limited to the total amount paid by Customer in the twelve (12) months immediately preceding the month in which the event (or first in a series of connected events) occurred.