These Terms of Service govern the provision of the Redoc platform by Real Estate Doc Pte Ltd to its business customers, including the Instant Approval-in-Principle referral feature described in Schedule 3.
These Terms of Service ("Agreement") are made between:
(1) REAL ESTATE DOC PTE LTD, a company incorporated in Singapore (UEN 201729826Z) of 77 Robinson Road #16-00, Singapore 068896 ("Redoc", "Provider", "we" or "us"); and
(2) the customer identified in the Order Form or invoice (Hosted Services particulars) ("Customer" or "you"),
each a "party" and together the "parties".
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, except where expressly provided otherwise:
"Account" means an account enabling a person to access and use the Hosted Services, including administrator accounts and user accounts
"AI Features" means automated or machine-assisted functionality used to process Customer Data, including optical character recognition, text and data extraction, classification, and automated field pre-population
"AIP" means an Approval-in-Principle, being an in-principle indication of a Client's eligibility for a mortgage loan generated and issued by a Participating Bank, as further described in Schedule 3
"Authorised User" means an employee, agent, salesperson or independent contractor of the Customer who is authorised by the Customer to access the Hosted Services by means of an Account
"Business Day" means any day other than a Saturday, Sunday or public holiday in Singapore
"Business Hours" means 09:00 to 18:00 Singapore time on a Business Day
"Charges" means the amounts specified in the Order Form or invoice, and such other amounts as the parties may agree in writing
"Client" means an individual on whose behalf an Authorised User initiates an AIP application, being a prospective borrower, who is not a party to this Agreement
"Customer Data" means all data, works and materials uploaded to or stored on the Platform by the Customer, transmitted by the Platform at the Customer's instigation, supplied by the Customer to Redoc for uploading to or storage on the Platform, or generated by the Platform as a result of the Customer's use of the Hosted Services, excluding analytics data relating to use of the Platform and server log files
"Data Protection Laws" means the Personal Data Protection Act 2012 of Singapore and all subsidiary legislation, advisory guidelines and codes of practice issued under it, together with any other applicable law relating to the processing of Personal Data
"Documentation" means the documentation for the Hosted Services produced by Redoc and made available to the Customer
"Force Majeure Event" means an event or series of related events outside the reasonable control of the affected party, including failure of the internet or any public telecommunications network, cyber attack, denial of service attack, malware infection, power failure, industrial dispute affecting a third party, change in law, natural disaster, pandemic, explosion, fire, flood, riot, act of terrorism and war
"Hosted Services" means the Redoc platform and services specified in the Hosted Services Specification, made available by Redoc to the Customer as a service via the internet
"Intellectual Property Rights" means all intellectual property rights anywhere in the world, whether registered or unregistered, including copyright and related rights, database rights, rights in confidential information and trade secrets, know-how, business and trade names, trade marks, service marks, patents, utility models, rights in designs and any application or right of application for any of the foregoing
"Participating Bank" means a bank or financial institution licensed in Singapore which is integrated with the Platform for the purpose of the AIP Service, as notified by Redoc from time to time
"Personal Data" means personal data as defined in the Data Protection Laws
"Platform" means the platform operated by Redoc and used to provide the Hosted Services, including the application and database software, the system and server software, and the computer hardware on which they are installed
"Privacy Policy" means Redoc's privacy policy published at www.redoc.co, as amended from time to time
"Referral Data" means the Personal Data, financial data and supporting information of a Client submitted through the AIP Service, including data retrieved via Singpass MyInfo, being a subset of Customer Data
"Term" means the term of this Agreement, determined in accordance with Clause 3
1.2 In this Agreement: the singular includes the plural and vice versa; a reference to a statute includes that statute as amended, consolidated or re-enacted and any subordinate legislation made under it; clause headings do not affect interpretation; “writing” includes electronic communication; “including” is not a word of limitation; and a reference to a clause or schedule is a reference to a clause or schedule of this Agreement.
2. STRUCTURE OF THE AGREEMENT AND ORDER OF PRECEDENCE
2.1 This Agreement comprises this main body together with the following Schedules, each of which forms part of this Agreement: Schedule 1 (Acceptable Use Policy); Schedule 2 (Data Processing Terms); and Schedule 3 (Instant Approval-in-Principle Service).
2.2 Order of precedence. In the event of any conflict or inconsistency between the documents comprising the arrangements between the parties, they shall take precedence in the following descending order:
(a) Schedule 3, in respect of the AIP Service only;
(b) Schedule 2, in respect of the processing of Personal Data only;
(c) the Privacy Policy, in respect of the processing of Personal Data only, to the extent it confers greater protection on a data subject than Schedule 2;
(d) the main body of this Agreement;
(e) Schedule 1; and
(f) any Order Form, invoice or other document referred to in this Agreement.
2.3 Clause 28.8 (entire agreement) does not operate to supersede or exclude the Privacy Policy or any Schedule to this Agreement.
3. TERM
3.1 This Agreement commences on the date of execution or, if earlier, the date on which the Customer or any Authorised User first accesses the Hosted Services, and continues for an initial period of one (1) year.
3.2 On expiry of the initial period, this Agreement renews automatically for successive periods of one (1) year unless either party gives written notice of non-renewal not less than sixty (60) days before the end of the then-current period.
4. ACCOUNTS AND AUTHORISED USERS
4.1 Redoc shall create administrator Accounts for the Customer on request and provide login details. The Customer may create, vary and remove user Accounts for Authorised Users in accordance with the Documentation.
4.2 The Customer shall: ensure that Account credentials are kept secure and not shared; maintain reasonable security measures in relation to administrator Account access; and promptly notify Redoc of any actual or suspected unauthorised access to any Account.
4.3 The Customer shall ensure that each Authorised User complies with this Agreement, and the Customer is responsible and liable for any act or omission of an Authorised User which would constitute a breach of this Agreement if committed by the Customer.
4.4 The Customer shall promptly remove or suspend the Account of any Authorised User who ceases to be engaged by the Customer, or who ceases to hold any registration, licence or authorisation required by law to perform the activities for which the Hosted Services are used, including registration with the Council for Estate Agencies where applicable.
5. LICENCE AND PERMITTED USE
5.1 Redoc grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Hosted Services in Singapore by means of a supported web browser, during the Term, for:
(a) the internal business purposes of the Customer; and
(b) where Schedule 3 applies, the submission of AIP applications and related mortgage referrals on behalf of Clients in accordance with that Schedule,
in each case in accordance with the Documentation and this Agreement.
5.2 The licence in Clause 5.1 is subject to the following limitations. The Hosted Services may be used only by the Customer's officers, employees, agents, subcontractors and Authorised Users, and only by means of Accounts created by Redoc or by the Customer.
5.3 Except as expressly permitted by this Agreement or required by law on a non-excludable basis, the Customer must not:
(a) sub-license its right to access or use the Hosted Services, except to Authorised Users by means of user Accounts;
(b) permit any unauthorised person to access or use the Hosted Services;
(c) use the Hosted Services to provide services to third parties, save that the Customer and its Authorised Users may use the AIP Service to submit AIP applications on behalf of Clients in accordance with Schedule 3;
(d) republish or redistribute any content or material from the Hosted Services;
(e) alter the Platform except as permitted by the Documentation;
(f) conduct, or request any other person to conduct, any load testing, penetration testing, vulnerability scanning or security testing on the Platform or Hosted Services without Redoc's prior written consent and within a scope and window agreed in writing;
(g) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms or decision logic of the Platform; or
(h) access the software code of the Platform, whether object code, intermediate code or source code, at any time before, during or after the Term.
5.4 The Customer must not use the Hosted Services in any way that causes or may cause damage to the Hosted Services or the Platform, or impairment of their availability or accessibility, nor in any way that is unlawful, illegal, fraudulent, deceptive or harmful, nor in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
5.5 The Customer must comply with Schedule 1 (Acceptable Use Policy) and must ensure that all Authorised Users and all other persons using the Hosted Services with the Customer's authority do likewise.
6. AVAILABILITY, MAINTENANCE AND SUPPORT
6.1 Redoc shall use commercially reasonable endeavours to maintain the availability of the Hosted Services but does not guarantee uninterrupted availability. Redoc shall provide the Hosted Services, maintenance and support with reasonable skill and care.
6.2 Downtime caused directly or indirectly by any of the following is not a breach of this Agreement: a Force Majeure Event; failure of the internet or any public telecommunications network; failure of the Customer's systems or networks; any breach by the Customer of this Agreement; the systems or availability of any Participating Bank, Singpass or MyInfo; or scheduled or emergency maintenance carried out in accordance with this Agreement.
6.3 Redoc shall, where reasonably practicable, give the Customer prior written notice of scheduled maintenance likely to affect availability, and of the application of any upgrade or non-security update. Security updates may be applied without prior notice where necessary to protect the Platform, with notice given as soon as reasonably practicable thereafter.
6.4 Redoc shall make a helpdesk available during Business Hours and shall respond promptly to requests for support made through it. The helpdesk must not be used for any other purpose. Support does not include training services unless separately agreed.
6.5 Redoc may suspend the provision of the Hosted Services, maintenance or support if any amount properly due from the Customer is overdue by more than fourteen (14) days and Redoc has given the Customer written notice of the overdue amount.
7. CUSTOMER DATA
7.1 The Customer grants Redoc a non-exclusive licence to copy, reproduce, store, transmit, adapt and translate the Customer Data to the extent reasonably required for the performance of Redoc's obligations and the exercise of Redoc's rights under this Agreement, and to sub-license those rights to Redoc's hosting, connectivity and telecommunications providers.
7.2 The licence in Clause 7.1 does not extend to publishing, exporting, distributing or commercially exploiting Customer Data, and in respect of Referral Data is further restricted by Clause 6 of Schedule 3.
7.3 The Customer warrants that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach any law or regulation in any jurisdiction.
7.4 Redoc shall create back-up copies of the Customer Data from time to time and shall ensure each copy is sufficient to enable restoration of the Hosted Services to the state they were in when the back-up was taken. On written request Redoc shall use reasonable endeavours to restore Customer Data from a back-up, and the Customer acknowledges this will overwrite Customer Data then stored on the Platform.
8. AI FEATURES
8.1 The Customer acknowledges that the Hosted Services may include AI Features which process Customer Data to extract text and structured data from documents and to suggest or pre-populate fields for the Customer's review.
8.2 The Customer is responsible for reviewing and verifying all outputs of AI Features before submitting, signing, relying upon or distributing any document, form or record generated using the Hosted Services. Redoc does not warrant that AI Feature outputs will be accurate, complete or error-free, and outputs may be affected by document quality, formatting, handwriting, images or other factors.
8.3 Redoc will not use Customer Data to train or improve any general-purpose machine learning or artificial intelligence model made available to third parties, except where the Customer has expressly agreed in writing or where the Customer Data has been irreversibly anonymised such that it cannot reasonably be used to identify any individual or the Customer. This exception does not apply to Referral Data, in respect of which Clause 6.2 of Schedule 3 applies.
9. CUSTOMER OBLIGATIONS
9.1 The Customer shall:
(a) provide Redoc with all necessary co-operation and access to information reasonably required to provide the Hosted Services;
(b) comply with all applicable laws and regulations in relation to its activities under this Agreement, including the Data Protection Laws, the Estate Agents Act 2010 and applicable requirements of the Council for Estate Agencies;
(c) obtain and maintain all licences, consents, registrations and permissions necessary for the Customer's use of the Hosted Services and for Redoc and its subcontractors to perform their obligations, including all consents required from Clients under Schedule 3;
(d) ensure that its network and systems comply with the specifications notified by Redoc from time to time; and
(e) be solely responsible for procuring, maintaining and securing its network connections and telecommunications links, and for all problems, delays, delivery failures and other loss arising from them or caused by the internet.
10. THIRD PARTY SERVICES AND PARTICIPATING BANKS
10.1 The Hosted Services may enable the Customer to access, correspond with or transact with third parties, including Participating Banks, Singpass and MyInfo, and third-party websites. Any such activity, and any terms, warranties or representations associated with it, is solely between the Customer or the relevant Client and that third party.
10.2 Redoc makes no representation or warranty and accepts no liability or obligation whatsoever in relation to the content, availability, acts, omissions, decisions or delays of any third party, including any Participating Bank. The Customer should review the terms and privacy policy of any third party before use.
10.3 Certain third-party services may require the Customer's or a Client's agreement to additional or different terms. Redoc is not a party to those arrangements and disclaims all responsibility and liability arising from them.
10.4 Redoc may add, vary, suspend or remove any third-party integration, including any Participating Bank, at any time. Redoc shall give the Customer reasonable notice where practicable, save where a shorter period is required for reasons of security, law, regulation or a requirement of the third party concerned.
11. CHARGES AND PAYMENT
11.1 The Customer shall pay the Charges in accordance with this Agreement. All amounts are stated exclusive of goods and services tax and any other applicable taxes, which shall be added and payable by the Customer.
11.2 Redoc may vary any element of the Charges on not less than thirty (30) days' written notice, such variation to take effect from the start of the next renewal period.
11.3 Redoc shall invoice the Charges monthly or annually. The Customer shall pay each invoice within thirty (30) days of issue using the payment details notified by Redoc.
11.4 If the Customer fails to pay any amount properly due, Redoc may charge interest on the overdue amount at the lower of twelve per cent (12%) per annum, accruing daily and compounded monthly, or the maximum rate permitted by law.
11.5 Where the Hosted Services or any feature of them, including the AIP Service, is provided at no Charge or during a pilot, trial or promotional period, this Agreement applies in full and the absence of Charges does not affect the Customer's obligations, warranties or indemnities.
12. CONFIDENTIALITY
12.1 Each party shall keep the other's Confidential Information strictly confidential, shall not disclose it without the other's prior written consent, and shall protect it using at least the degree of care it applies to its own confidential information of a similar nature. In this Clause, “Confidential Information” means information disclosed by or on behalf of a party which is marked or described as confidential or which the recipient should reasonably understand to be confidential, and includes the Customer Data and the details and performance of the Hosted Services.
12.2 A party may disclose Confidential Information to its officers, employees, professional advisers, insurers, agents and subcontractors who need it for the performance of their work under this Agreement and who are bound by written or professional confidentiality obligations.
12.3 This Clause imposes no obligation in respect of information which: was known to the recipient before disclosure and was not subject to any other confidentiality obligation; is or becomes publicly known other than through the recipient's act or default; is obtained from a third party in circumstances where the recipient has no reason to believe there has been a breach of confidence; or is required to be disclosed by law, regulation, court order or regulatory request.
12.4 Duration. The obligations in this Clause continue for three (3) years after termination or expiry of this Agreement, save that in respect of (a) Referral Data and any Client Personal Data, and (b) any information constituting customer information for the purposes of section 47 of the Banking Act 1970, the obligations continue indefinitely.
12.5 Neither party shall make any public announcement concerning this Agreement, or use the other party's name or marks in any advertisement or public communication, without the other's prior written consent. The Customer shall not name or refer to any Participating Bank in any public or client-facing material without Redoc's prior written consent, which may be subject to that Bank's own approval.
13. DATA PROTECTION
13.1 Each party shall comply with the Data Protection Laws in respect of Personal Data processed in connection with this Agreement. Schedule 2 (Data Processing Terms) applies to all such processing and forms part of this Agreement.
13.2 The Customer warrants that it has the legal right, and has obtained all consents required under the Data Protection Laws, to disclose to Redoc all Personal Data which it in fact discloses, and shall supply only such Personal Data as is necessary for Redoc to provide the Hosted Services.
13.3 Redoc shall process Personal Data only as set out in Schedule 2, in accordance with this Agreement and the Privacy Policy, and shall promptly inform the Customer if in Redoc's opinion an instruction of the Customer would infringe the Data Protection Laws.
13.4 Redoc shall ensure that persons authorised to process Personal Data are bound by confidentiality obligations, whether contractual or statutory.
13.5 The parties acknowledge that in respect of the AIP Service the allocation of data protection roles is as set out in Clause 7 of Schedule 3.
14. INTELLECTUAL PROPERTY
14.1 Nothing in this Agreement operates to assign or transfer any Intellectual Property Rights between the parties.
14.2 The Customer acknowledges that Redoc and its licensors own all Intellectual Property Rights in the Platform, the Hosted Services, the Documentation and all associated software, architecture, algorithms and decision logic. Except as expressly stated, this Agreement grants the Customer no rights or licences in respect of them.
14.3 The Customer retains all Intellectual Property Rights in the Customer Data. Redoc confirms it has all rights necessary to grant the rights it purports to grant under this Agreement.
14.4 Any suggestion, idea, enhancement request, feedback or recommendation provided by the Customer or an Authorised User relating to the Platform or Hosted Services may be used by Redoc without restriction or obligation, provided no Confidential Information of the Customer is thereby disclosed.
15. WARRANTIES AND DISCLAIMERS
15.1 Each party warrants that it has the legal right and authority to enter into and perform this Agreement. Redoc warrants that it will comply with all legal and regulatory requirements applicable to the exercise of its rights and performance of its obligations, and that the Hosted Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
15.2 The warranty in Clause 15.1 does not apply to any non-conformance caused by use of the Hosted Services contrary to the Documentation or Redoc's instructions, or by modification of the Hosted Services by any person other than Redoc. Where the Hosted Services do not conform, Redoc shall at its expense use reasonable commercial endeavours to correct the non-conformance promptly or provide an alternative means of achieving the desired performance, and such correction or substitution is the Customer's sole and exclusive remedy for breach of Clause 15.1.
15.3 The Customer acknowledges that complex software is never wholly free from defects, errors, bugs or security vulnerabilities, and Redoc gives no warranty that the Hosted Services will be uninterrupted, error-free, free from vulnerabilities, entirely secure, compatible with any system not specified as compatible, or that they will meet the Customer's requirements.
15.4 Redoc will not provide any legal, financial, credit, investment, accountancy or taxation advice under this Agreement or in relation to the Hosted Services, and does not warrant that the Hosted Services or the Customer's use of them will not give rise to legal liability on the part of the Customer or any other person.
15.5 Redoc is not responsible for any delay, delivery failure or other loss resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges the Hosted Services may be subject to limitations and delays inherent in the use of such facilities.
15.6 All warranties and representations of the parties in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by law, no other warranty or representation is implied into this Agreement or any related contract.
15.7 This Agreement does not prevent Redoc from entering into similar agreements with third parties, or from independently developing, using, selling or licensing products or services similar to those provided under this Agreement.
16. INDEMNITIES
16.1 The Customer shall defend, indemnify and hold harmless Redoc, its related corporations and their respective officers, directors, employees, agents and subcontractors (each an “Indemnified Person”) on demand and on a full indemnity basis against all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, fines, financial penalties, regulatory sanctions, costs and expenses (including legal costs on a solicitor-and-own-client basis) suffered or incurred by any Indemnified Person arising out of or in connection with:
(a) the Customer's or any Authorised User's use of the Hosted Services or the Documentation;
(b) any breach of this Agreement by the Customer or any Authorised User;
(c) any Customer Data, including any claim that Customer Data infringes the rights of any person;
(d) any breach of Clause 13.2 or of any warranty or undertaking in Clause 3 of Schedule 3 (Client consent); and
(e) any act or omission of the Customer or any Authorised User which causes Redoc to be in breach of the Data Protection Laws, of section 47 of the Banking Act 1970, or of any obligation owed by Redoc to a Participating Bank.
16.2 The indemnity in Clause 16.1(d) and 16.1(e) is not subject to the limitations or exclusions of liability in Clause 17, and survives termination or expiry of this Agreement without limit in time.
16.3 The indemnity in Clause 16.1 is subject to the Indemnified Person giving the Customer prompt notice of the relevant claim, providing reasonable co-operation in its defence and settlement at the Customer's expense, and not admitting liability or settling without the Customer's consent, save that no failure to give prompt notice shall relieve the Customer of its obligations except to the extent the Customer is materially prejudiced by that failure.
16.4 Where a third party claims that the Hosted Services infringe its Intellectual Property Rights, Redoc may at its option procure the right for the Customer to continue using the Hosted Services, modify or replace them so that they become non-infringing, or terminate this Agreement on five (5) Business Days' notice without further liability. Redoc has no liability where the alleged infringement arises from modification of the Hosted Services by any person other than Redoc, use contrary to Redoc's instructions, or continued use after notice of the alleged infringement. This Clause states the Customer's sole and exclusive remedy and Redoc's entire liability for infringement of Intellectual Property Rights.
17. LIMITATION AND EXCLUSION OF LIABILITY
17.1 Nothing in this Agreement limits or excludes any liability for: death or personal injury resulting from negligence; fraud or fraudulent misrepresentation; or any liability which may not lawfully be limited or excluded.
17.2 Subject to Clause 17.1, the limitations and exclusions in this Clause govern all liabilities arising under or relating to the subject matter of this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty, save as expressly provided in Clause 16.2.
17.3 Neither party is liable to the other in respect of: any loss arising from a Force Majeure Event; loss of profits or anticipated savings; loss of revenue or income; loss of business, contracts or opportunities; loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage.
17.4 Subject to Clauses 17.1 and 17.2, the liability of each party to the other in respect of any event or series of related events shall not exceed the greater of (a) the total Charges paid by the Customer to Redoc under this Agreement in the twelve (12) months preceding the event or events; and (b) Singapore Dollars Fifty Thousand (S$50,000).
17.5 Subject to Clauses 17.1 and 17.2, the aggregate liability of each party to the other under this Agreement shall not exceed the greater of (a) the total Charges paid by the Customer to Redoc under this Agreement; and (b) Singapore Dollars One Hundred Thousand (S$100,000).
18. SUSPENSION
18.1 Redoc may suspend or restrict the Customer's or any Authorised User's access to the Hosted Services, in whole or in part, immediately and without prior notice where Redoc reasonably believes that:
(a) there has been a breach of Clause 5, Schedule 1 or Schedule 3;
(b) there is a security incident, or a risk to the Platform, to Customer Data, to Referral Data or to the data of any other customer;
(c) suspension is required by law, by a regulator, or by a Participating Bank; or
(d) continued provision would expose Redoc to legal, regulatory or reputational risk.
18.2 Redoc shall notify the Customer of any suspension as soon as reasonably practicable and shall restore access once the cause has been resolved to Redoc's reasonable satisfaction. Suspension in accordance with this Clause is not a breach of this Agreement by Redoc.
19. TERMINATION
19.1 Either party may terminate this Agreement on written notice if the other commits a material breach which is not remedied within fourteen (14) days of written notice requiring remedy.
19.2 Either party may terminate this Agreement immediately on written notice if the other: is dissolved; ceases to conduct all or substantially all of its business; is or becomes unable to pay its debts as they fall due; is or becomes insolvent or is declared insolvent; convenes a meeting or proposes any arrangement or composition with its creditors; has an administrator, receiver, liquidator, trustee or similar officer appointed over any of its assets; or has an order made or resolution passed for its winding up, other than for a solvent reorganisation in which the resulting entity assumes all of its obligations under this Agreement.
19.3 Redoc may terminate this Agreement or the AIP Service immediately on written notice where a Participating Bank withdraws from or materially varies its integration with the Platform such that the AIP Service can no longer be provided, or where a Participating Bank or regulator requires termination.
19.4 On termination or expiry: all licences granted under Clause 5 cease immediately; the Customer shall cease all use of the Hosted Services and, within fourteen (14) days, pay all Charges for Hosted Services provided before termination; and each party shall deal with the other's Confidential Information in accordance with Clause 12.
19.5 Termination or expiry does not affect the accrued rights of either party. Clauses 7.3, 12, 13, 14, 15.6, 16, 17 and 22, together with Schedules 2 and 3 to the extent stated in them, survive termination.
20. FORCE MAJEURE
20.1 If a Force Majeure Event causes a failure or delay in a party's performance of any obligation other than an obligation to pay, that obligation is suspended for the duration of the Force Majeure Event. The affected party shall promptly notify the other and provide an estimate of the expected duration, and shall take reasonable steps to mitigate the effects.
20.2 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement on thirty (30) days' written notice.
21. NOTICES
21.1 Any notice under this Agreement must be in writing in English and given by hand or courier, by registered post, or by email to the registered email address of the recipient. Notices are deemed received: on signed delivery, if by hand or courier; two (2) Business Days after posting, if by registered post; and on the next Business Day following transmission, if by email. Notices to Redoc shall be sent to the Director, Real Estate Doc Pte Ltd, 77 Robinson Road #16-00, Singapore 068896 and to enquiries@realestatedoc.co.
22. GOVERNING LAW AND DISPUTE RESOLUTION
22.1 This Agreement is governed by and shall be construed in accordance with the laws of the Republic of Singapore.
22.2 The parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement by discussion between senior representatives within thirty (30) days of written notice of the dispute.
22.3 Failing resolution under Clause 22.2, the courts of Singapore shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination.
22.4 Notwithstanding Clause 22.3, either party may at any time apply to any court of competent jurisdiction for urgent interim, injunctive or protective relief, and such application shall not be treated as inconsistent with Clause 22.3.
22.5 All rights and obligations of the parties continue in full force pending the outcome of any proceedings.
23. GENERAL
23.1 Waiver. No breach of any provision of this Agreement is waived except with the express written consent of the party not in breach. No failure or delay in exercising any right, power or remedy operates as a waiver, and no single or partial exercise precludes any further exercise.
23.2 Remedies. Except as expressly provided, the rights and remedies under this Agreement are in addition to and not exclusive of any rights or remedies provided by law.
23.3 Severability. If any provision is determined by a court or competent authority to be unlawful or unenforceable, the remaining provisions continue in effect. If an unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part shall be deemed deleted and the remainder of the provision shall continue in effect.
23.4 Variation. This Agreement may be varied only by a written document signed by or on behalf of each party, save that Redoc may amend Schedule 1 and the Privacy Policy on not less than thirty (30) days' written notice, and the Customer's continued use of the Hosted Services after that period constitutes acceptance.
23.5 Assignment. Neither party may assign, transfer, charge, licence or otherwise deal in or dispose of any of its rights or obligations under this Agreement without the other's prior written consent, save that Redoc may assign to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its assets, on written notice.
23.6 No partnership or agency. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between the parties, and neither party has authority to act in the name of, on behalf of, or otherwise to bind the other, including as to any representation, warranty, obligation or liability.
23.7 Third party rights. This Agreement is made for the benefit of the parties and is not intended to be enforceable by any third party. The application of the Contracts (Rights of Third Parties) Act 2001 is expressly excluded.
23.8 Entire agreement. Subject to Clauses 2.2, 2.3 and 17.1, this Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements, arrangements and understandings in respect of that subject matter.
23.9 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures and signatures transmitted by email in PDF format are valid and binding.
SCHEDULE 1
Acceptable Use Policy
Applies to the Customer and to every Authorised User and other person using the Hosted Services with the Customer's authority.
1. GENERAL
1.1 You must not use the Hosted Services in any way that causes or may cause damage to them or impairment of their availability or accessibility, nor in any way that is unlawful, illegal, fraudulent, deceptive or harmful, nor in connection with any such purpose or activity.
1.2 You must be at least 18 years of age to use the Hosted Services and you warrant that you are.
1.3 In this Schedule, “Content” means any material transmitted, stored or processed by you or on your behalf using the Hosted Services.
2. CONTENT STANDARDS
2.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person in any jurisdiction. Content must not be, and its authorised use by Redoc must not be:
(a) libellous, maliciously false, obscene or indecent;
(b) in infringement of any copyright, moral right, database right, trade mark, design right, right in passing off or other Intellectual Property Right;
(c) in breach of any right of confidence, right of privacy or right under the Data Protection Laws;
(d) negligent advice or a negligent statement;
(e) an incitement or instruction to commit a crime, or a promotion of criminal activity;
(f) in contempt of court or in breach of any court order; or
(g) in breach of any contractual obligation owed to any person.
2.2 Content must not be untrue, false, inaccurate or misleading. Statements of fact must be true and statements of opinion must be reasonable, honestly held and indicate the basis of the opinion.
2.3 Content must be appropriate, civil and tasteful, and must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
3. NO PROFESSIONAL ADVICE
3.1 Content must not consist of or contain any legal, financial, credit, investment, taxation, accountancy, medical or other professional advice, and you must not use the Hosted Services to provide any such advisory service. For the avoidance of doubt, this Clause applies to any communication concerning a mortgage product, interest rate, loan quantum or financing structure made in connection with the AIP Service.
3.2 Content must not consist of or contain any advice, instruction or information which, if acted upon, could cause death, illness, personal injury, damage to property or other loss.
4. DATA MINIMISATION AND SENSITIVE DATA
4.1 You must not upload or submit documents or data containing sensitive personal data unrelated to a real estate or mortgage referral workflow — for example medical records — unless you have a lawful basis and all necessary consents to provide that information to Redoc for processing.
4.2 You must submit only such Personal Data as is necessary for the purpose for which the Hosted Services are being used.
5. MARKETING, SPAM AND DATA MINING
5.1 You must not, without Redoc's written permission, use the Hosted Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.
5.2 Content must not constitute or contain spam, and you must not use the Hosted Services to store or transmit unlawful or unsolicited commercial communications. You must not send marketing communications to any person using contact details made available through or found using the Hosted Services.
5.3 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting by means of or in relation to the Hosted Services.
5.4 You must not use the Hosted Services to promote, host or operate any chain letter, Ponzi scheme, pyramid scheme, matrix programme, multi-level marketing scheme or similar scheme.
6. REGULATED ACTIVITIES AND HARMFUL SOFTWARE
6.1 You must not use the Hosted Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes or prize competitions; the sale or distribution of drugs or pharmaceuticals; or the sale or distribution of knives, guns or other weapons.
6.2 Content must not contain or consist of, and you must not promote, distribute or execute by means of the Hosted Services, any virus, worm, spyware, adware or other harmful or malicious software, nor any software which may have a material negative effect on the performance of a computer or introduce material security risks.
7. MONITORING AND ENFORCEMENT
7.1 You acknowledge that Redoc may monitor Content and use of the Hosted Services. Redoc may review, edit, refuse to post or remove any Content, and may suspend or terminate access in accordance with Clause 18 of the main body of this Agreement.
SCHEDULE 2
Data Processing Terms
Applies to all Personal Data processed by Redoc in connection with this Agreement.
1. ROLES AND INSTRUCTIONS
1.1 Except as provided in Clause 7 of Schedule 3, Redoc processes Personal Data supplied by the Customer as a data intermediary on behalf of the Customer, and the Customer determines the purposes and means of that processing.
1.2 Redoc shall process such Personal Data only in accordance with this Agreement, the Privacy Policy and the Customer's documented instructions, and only to the extent necessary to provide the Hosted Services, save where processing is required by applicable law, in which case Redoc shall inform the Customer before processing unless prohibited from doing so on important grounds of public interest.
2. SECURITY
2.1 Redoc shall implement and maintain technical and organisational security measures appropriate to the risk, including encryption of Personal Data in transit, role-based access controls, logging and monitoring, secure credential management, secure development practices, timely patching and staff confidentiality undertakings.
2.2 The Customer shall implement and maintain equivalent measures in respect of its own systems, Accounts and credentials.
3. SUB-PROCESSORS
3.1 The Customer authorises Redoc to engage sub-processors to support the provision of the Hosted Services, including hosting, infrastructure and AI Features, provided that Redoc imposes on each sub-processor obligations no less protective than those in this Schedule and remains liable for its sub-processors.
3.2 Notwithstanding Clause 3.1, Redoc shall not engage any sub-processor to process Referral Data without the prior written consent of the Customer and, where required, of the relevant Participating Bank, save for hosting and infrastructure providers notified to the Customer. Redoc shall maintain and make available on request a current list of sub-processors having access to Referral Data.
4. OVERSEAS TRANSFER
4.1 Redoc shall not transfer Personal Data outside Singapore unless it has taken appropriate steps to ensure that the recipient is bound by legally enforceable obligations to provide a standard of protection at least comparable to that required under the Data Protection Laws. Redoc shall inform the Customer on request of the jurisdictions in which Personal Data is stored.
5. DATA BREACH
5.1 Each party shall notify the other without undue delay and in any event within twenty-four (24) hours of becoming aware of any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data processed in connection with this Agreement.
5.2 The notifying party shall provide all information reasonably required to assess the breach and shall co-operate in any notification required to the Personal Data Protection Commission, to any Participating Bank, or to affected individuals.
5.3 Neither party shall make any public statement or regulatory notification concerning a breach affecting the other party without prior consultation, save where legally compelled.
6. ASSISTANCE, ACCESS AND CORRECTION
6.1 Each party shall promptly forward to the other any request for access to or correction of Personal Data, or any complaint concerning Personal Data, which relates to data processed by the other, and shall provide reasonable assistance in responding within the timeframes required by the Data Protection Laws.
6.2 Redoc shall provide the Customer with such information and assistance as the Customer reasonably requires to comply with its own obligations under the Data Protection Laws, including in relation to any assessment, audit or regulatory enquiry.
7. RETENTION AND DELETION
7.1 Neither party shall retain Personal Data for longer than is necessary for the purposes for which it was collected or as required by law. Retention periods applicable to Redoc are set out in the Privacy Policy.
7.2 On termination or expiry of this Agreement, or on the Customer's earlier written request, Redoc shall securely delete or return all Personal Data processed on the Customer's behalf and certify the same in writing, save for: copies required to be retained by law; copies contained in routine back-ups pending deletion in the ordinary course; and consent records, audit logs and application metadata relating to the AIP Service, which Redoc shall retain in accordance with the Privacy Policy for the purpose of demonstrating compliance.
8. AUDIT
8.1 On reasonable written notice and not more than once in any twelve (12) month period, unless following a data breach or at the request of a regulator or Participating Bank, each party shall provide the other with such information as is reasonably necessary to demonstrate compliance with this Schedule.
SCHEDULE 3
Instant Approval-in-Principle Service
Applies where the Customer and its Authorised Users use the AIP Service. This Schedule takes precedence over the main body of this Agreement in respect of the AIP Service.
1. NATURE OF THE AIP SERVICE
1.1 The AIP Service is the functionality within the Hosted Services by which an Authorised User initiates, and Redoc transmits to a Participating Bank, an application for an AIP, together with related status tracking and referral attribution reporting.
1.2 Redoc operates the AIP Service solely as a technology platform and conduit. Redoc transmits Referral Data to the relevant Participating Bank and returns that Bank's response. Redoc does not assess, evaluate, verify, score, underwrite or make any determination as to a Client's creditworthiness, borrowing capacity, affordability or eligibility, and does not participate in or influence any decision of a Participating Bank.
1.3 Redoc is not a bank, licensed financial adviser, mortgage broker, credit bureau, insurance intermediary or licensed moneylender, and does not hold itself out as any of them. Nothing in the AIP Service constitutes financial advice, credit advice, a recommendation of any loan product, a comparison of loan products or a solicitation to enter into any credit facility.
2. AN AIP IS NOT AN APPROVAL
2.1 An AIP is an in-principle indication only. It does not constitute a confirmed mortgage approval, a formal offer of credit, a letter of offer or any binding commitment by a Participating Bank to lend. Final approval remains subject to the Participating Bank's full credit assessment, verification of supporting documentation, its own credit policies and applicable regulatory requirements including guidelines issued by the Monetary Authority of Singapore.
2.2 Unless otherwise stated by the issuing Participating Bank, an AIP is valid for thirty (30) days from issuance. Redoc accepts no liability for any loss arising from expiry of an AIP or from any Client's failure to act within its validity period.
2.3 Redoc gives no warranty as to the outcome of any AIP application, the accuracy of any figure generated by a Participating Bank, the time taken to return a response, or the continued availability of any Participating Bank. Turnaround times communicated within the Hosted Services are indicative targets only and depend on Participating Bank systems, application completeness and case complexity.
2.4 Where an AIP application results in an approved outcome, the relevant Participating Bank shall issue to the Client, through the Platform, the AIP notification together with the official Monetary Authority of Singapore Mortgage Loan Information Factsheet and an application summary, delivered to the Client's registered email address. Where an application results in a declined or unsuccessful outcome, the Client shall be notified in accordance with the Participating Bank's standard process and no Factsheet shall be issued, no loan product being offered in those circumstances. Redoc's role is limited to facilitating transmission and delivery.
3. CLIENT CONSENT — WARRANTIES AND UNDERTAKINGS
3.1 Each time an Authorised User initiates an AIP application, the Customer and that Authorised User represent, warrant and undertake to Redoc that:
(a) the Authorised User has, before submitting or causing the submission of any Referral Data, obtained the Client's express, informed and freely given consent to the collection, use and disclosure of the Client's Personal Data by the Customer, by Redoc and by the relevant Participating Bank, for the purposes of the AIP application and any resulting mortgage application;
(b) such consent was obtained in a manner compliant with the Data Protection Laws and, where applicable, with the requirements of the Council for Estate Agencies and the Estate Agents Act 2010;
(c) the Client has been informed of the identity of the Participating Bank to which the Referral Data will be transmitted and of the purpose of the transmission;
(d) where the application concerns joint applicants, the consent of each applicant has been obtained;
(e) the Referral Data submitted is, to the best of the Authorised User's knowledge, accurate, complete, current and not misleading, and no income, employment, liability or property information has been altered, inflated or misstated;
(f) the Authorised User holds a valid and subsisting registration with the Council for Estate Agencies at the time of submission and is authorised by the Customer to use the AIP Service;
(g) the Authorised User is acting on the genuine instruction of a bona fide Client and is not submitting a speculative, test, duplicate or fictitious application; and
(h) neither the Customer nor the Authorised User is the subject of any prohibition order, disciplinary finding or regulatory restriction which would preclude use of the AIP Service.
3.2 Prohibited representations. Neither the Customer nor any Authorised User shall represent, suggest or imply to any Client that an AIP constitutes a confirmed, guaranteed or unconditional mortgage approval; that any Participating Bank has committed to lend; that any particular interest rate, quantum or tenure is assured; or that Redoc has assessed or endorsed the Client's creditworthiness. Clause 3.1 of Schedule 1 (no professional advice) applies in full to the AIP Service.
3.3 Evidence of consent. The Customer shall create and retain a record of each Client consent obtained under Clause 3.1 for not less than five (5) years from the date of the relevant AIP application, and shall produce it to Redoc, to any Participating Bank, or to the Personal Data Protection Commission or other competent authority within three (3) Business Days of written request. Failure to produce such record on request shall, as between the Customer and Redoc, be treated as evidence that the consent was not obtained.
3.4 No agency. The Customer acknowledges that, in obtaining Client consent and in collecting Referral Data from a Client, the Customer and the Authorised User act on their own account and not as agent of Redoc. Redoc does not authorise any person to obtain consent on its behalf, to make any representation on its behalf or to bind it in any way. As between Redoc and the Customer, responsibility for the lawfulness of the collection of Referral Data rests with the Customer.
4. CLIENT-FACING CONSENT CAPTURE
4.1 Redoc shall present to each Client, within the AIP workflow and before any Referral Data is transmitted to a Participating Bank, a Client privacy notice and a consent request in the form published by Redoc from time to time, and shall record the Client's response.
4.2 The consent recorded under Clause 4.1 is in addition to, and does not replace or discharge, the Customer's obligations under Clause 3. The Customer shall not rely on Redoc's client-facing consent capture as satisfying its own obligations under the Data Protection Laws.
4.3 Redoc shall retain records of Client consents, including the version of the wording displayed and the time of capture, and shall make them available to the Customer or to a Participating Bank on reasonable request in connection with any actual or threatened claim, complaint or regulatory enquiry.
5. SINGPASS MYINFO AND BANKING CONFIDENTIALITY
5.1 Where a Client elects to complete an AIP application using Singpass MyInfo, retrieval of the Client's data is performed by the Government Technology Agency of Singapore under the Client's own authentication and consent, and is subject to Singpass and MyInfo terms of use. Redoc receives such data only as pre-fill for the relevant application. Redoc does not retain Singpass credentials at any time.
5.2 The Customer acknowledges that information relating to a Participating Bank's customers may constitute customer information for the purposes of section 47 of the Banking Act 1970, and that unauthorised disclosure may attract statutory consequences. The Customer shall not, and shall ensure that no Authorised User shall, disclose any such information to any person other than as required for the AIP application concerned. This obligation continues indefinitely after termination.
6. PURPOSE LIMITATION AND NON-USE OF REFERRAL DATA
6.1 Redoc shall process Referral Data solely for the purpose of facilitating the AIP application and any resulting mortgage application, and for the generation of referral attribution reports. Redoc shall not use Referral Data for marketing, advertising, profiling, credit scoring, product development or enrichment of its own or any third party's databases, nor sell, rent or licence Referral Data to any person.
6.2 Notwithstanding Clause 7.1 of the main body of this Agreement, the licence granted to Redoc over Customer Data does not extend to publishing, exporting, distributing or sub-licensing Referral Data, save for transmission to the relevant Participating Bank under Clause 6.1 and to hosting and infrastructure providers strictly as necessary to operate the Platform. Clause 8.3 of the main body applies to Referral Data without the exception for irreversibly anonymised data, and Redoc shall not use Referral Data to train or improve any model whether or not anonymised.
6.3 The Customer shall not, and shall ensure that no Authorised User shall, use Referral Data or any AIP outcome for any purpose other than advising and serving the Client concerned in relation to the relevant property transaction and mortgage referral.
7. DATA PROTECTION ROLES IN THE AIP SERVICE
7.1 The parties acknowledge that in relation to Referral Data:
(a) the Customer determines the purpose of collection from the Client and is responsible for the lawfulness of that collection, including obtaining consent under Clause 3.1;
(b) Redoc acts as a data intermediary in transmitting Referral Data to the Participating Bank, and Clause 1.2 of Schedule 2 is modified to the extent necessary to permit such transmission, which the Customer instructs Redoc to perform on submission of each AIP application;
(c) the Participating Bank determines the purposes of processing for its credit assessment and acts on its own account in doing so, and Redoc is not responsible for that processing; and
(d) Redoc acts as a controller in its own right in respect of application metadata, audit logs, consent records and referral attribution reporting, and processes such data in accordance with the Privacy Policy and Clause 6.1 of this Schedule.
8. REFERRAL FEES
8.1 Where a Participating Bank pays a referral fee in respect of a mortgage originating through the AIP Service, Redoc shall generate a referral attribution report identifying the originating Authorised User, for the purpose of enabling the Customer to allocate such fees.
8.2 Redoc is not a party to any referral fee arrangement between a Participating Bank and the Customer and accepts no liability for the payment, quantum, timing or non-payment of any referral fee. The referral attribution report is provided for administrative convenience and Redoc gives no warranty as to its completeness or accuracy.
8.3 The Customer is solely responsible for allocating referral fees to Authorised Users in accordance with its own policies and applicable requirements of the Council for Estate Agencies, including any requirement to disclose referral arrangements to Clients.
9. SUSPENSION AND SURVIVAL
9.1 Redoc may suspend or withdraw the AIP Service, or the availability of any Participating Bank, at any time in accordance with Clauses 10.4 and 18 of the main body of this Agreement.
9.2 Clauses 3, 5.2, 6 and 7 of this Schedule survive termination or expiry of this Agreement. Clauses 3.1 to 3.4 and the indemnity to which they give rise under Clause 16.1(d) of the main body survive without limit in time.
Real Estate Doc Pte Ltd · UEN 201729826Z · 77 Robinson Road #16-00, Singapore 068896 · enquiries@realestatedoc.co. Version 2.0.