Terms of service

Last Updates: 20 November 2023

Contact

Clever Markets Pte. Ltd.

68 Circular Road #02-01, Singapore 049422

Hello [at] clevermarkets [dot] com

Registration number (UEN): 202320361G (also valid as tax identification number)

1. General

1.1. These terms apply to all products and services offered by CLEVER MARKETS PTE. LTD. (referred to as "CLEVER MARKETS"). Customers agree to these terms when they sign an order form provided by CLEVER MARKETS.

1.2. Each order form specifies the particular products or services being purchased, the costs, and any specific changes to these general terms. These general terms are part of all order forms.

1.3. Unless specifically stated in an order form, the license for using CLEVER MARKETS' products and services does not extend to the customer's affiliated companies. Permission from CLEVER MARKETS is needed to extend usage to these affiliates.

1.4. If CLEVER MARKETS allows an affiliate of the customer to use its products and services, this affiliate must be listed on the order form and must follow these terms. The customer is responsible for any additional charges due to changes in its corporate structure or increased usage, and for ensuring its affiliates comply with these terms.

1.5. The customer is liable for their actions and those of their permitted affiliates, especially regarding the use of CLEVER MARKETS' products and services.

1.6. CLEVER MARKETS' products and services might be provided by its affiliate companies.

2. License Terms and Use Restrictions

2.1 Grant of License:

  • CLEVER MARKETS grants the customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited license.
  • The license is for accessing and using CLEVER MARKETS' products and services by the customer and its licensed users.
  • This license is contingent upon the customer’s compliance with these terms and timely payment of fees.

2.2 Permitted Uses:

  • Customers and licensed users may:

(i) View, search, and display data on screen.

(ii) Print limited items using CLEVER MARKETS' print commands.

(iii) Download and store a single copy of insubstantial portions of the material.

(iv) Download and store a single copy of relevant material for audit and regulatory purposes.

2.3 Additional Licenses Required for:

(i) Creation of derivative materials from CLEVER MARKETS' content.

(ii) Resale or distribution to third parties.

2.4 Restrictions:

  • Customers must not:

(i) Use material beyond the scope of this agreement.

(ii) Share, sell, sublicense, distribute, rent, or lease CLEVER MARKETS' products or materials.

(iii) Modify products or materials without CLEVER MARKETS' permission.

(iv) Use technology to improperly access or copy data.

(v) Circulate material to non-licensed users.

(vi) Use CLEVER MARKETS' products for unauthorized or unlawful purposes.

(vii) Infringe intellectual property rights.

(viii) Negatively impact CLEVER MARKETS' business relationships.

2.5 Presentation Use:

  • If permitted in the order form, small extracts of material can be used in presentations, with CLEVER MARKETS credited and a disclaimer included.

2.6 Indemnity and Liability:

  • CLEVER MARKETS is not liable for third-party use of its products.
  • The customer indemnifies CLEVER MARKETS against third-party claims.

2.7 Usage Limits:

  • Use of CLEVER MARKETS' products is subject to limits specified in the order form.
  • Exceeding these limits may result in additional charges.

2.8 Customer’s Data License to CLEVER MARKETS:

  • The customer grants CLEVER MARKETS:

(i) A royalty-free license to use customer data for improving and delivering its services.

(ii) A perpetual license to incorporate customer feedback into its products.

2.9 Non-servicing period

  • No service will be provided on UK Bank Holidays and during the last and first week of a calendar year.

 

3. Fees

3.1 Payment of Fees:

  • The customer must pay all applicable fees for accessing and using CLEVER MARKETS' products, services, and licensed materials.

3.2 Non-Refundable Fees:

  • Payment obligations are binding and cannot be cancelled.
  • Fees paid are non-refundable, except as explicitly stated in these terms.

3.3 Fixed Usage Quantities:

  • The level or quantity of usage licensed cannot be reduced during any contract year.

3.4 Payment Terms:

  • Invoices must be paid within thirty (30) days from the invoice date.
  • The customer is responsible for providing accurate billing and contact information to CLEVER MARKETS and updating any changes.

3.5 Late Payments:

  • If payments are late, CLEVER MARKETS may:

(i) Charge interest on overdue amounts at 3% above the Bank of England's base rate per annum.

(ii) Suspend or terminate access to its products and services.

(iii) Require shorter payment terms for future renewals.

3.6 Taxes and Levies:

  • CLEVER MARKETS' fees do not include taxes, levies, duties, or similar assessments from any jurisdiction.
  • The customer is responsible for paying all taxes related to their purchases and use.
  • If CLEVER MARKETS is legally required to pay or collect taxes, it will invoice the customer for these amounts, unless the customer provides a valid tax exemption certificate.
  •  

4. Access to CLEVER MARKETS Products and Services; Security

4.1 Security Compliance:

  • The customer must follow CLEVER MARKETS' security instructions for its products, services, and licensed material.
  • The customer must have and maintain measures to protect licensed material against unauthorized access, copying, or distribution.
  • The customer should adhere to CLEVER MARKETS' instructions regarding material protection and piracy prevention.

4.2 Usernames and Passwords:

  • CLEVER MARKETS may provide unique usernames and passwords to the customer and licensed users for accessing its products and materials.
  • Usernames are specific to individual licensed users and should not be shared or transferred.
  • CLEVER MARKETS can change usernames and passwords as per its security procedures and will inform the customer about such changes.

4.3 Password Breach Notification:

  • If the customer suspects unauthorized access to a password, they must immediately inform CLEVER MARKETS.
  • CLEVER MARKETS will change the compromised password and inform the customer.

4.4 User Access Termination:

  • The customer must inform CLEVER MARKETS immediately if a licensed user no longer needs access to its products and services.
  • CLEVER MARKETS will then disable access for that specific user.

4.5 Password Misuse and Excess Usage:

  • If CLEVER MARKETS suspects password misuse or detects usage exceeding the limits specified in the order form, it may suspend access for the customer or specific users, or cancel the compromised password.

5. Intellectual Property Rights

5.1 Ownership of Intellectual Property:

The customer acknowledges that all intellectual property rights (IPR) in CLEVER MARKETS' products, services, licensed material, derivatives, compilations, and related documentation are owned by CLEVER MARKETS or their third-party licensors.

5.2 Limited License Grant:

  • CLEVER MARKETS grants only a limited license to use its products and licensed material as outlined in these terms.
  • No additional rights, licenses, or interests in CLEVER MARKETS' IPR are conveyed beyond what is explicitly stated.

5.3 Assignment of Rights:

  • If the customer were to own any IPR in CLEVER MARKETS' products or licensed material, they must assign all such rights to CLEVER MARKETS.
  • This includes rights for all purposes and applications, including future IPR, and the right to seek damages for infringements.
  • The customer must sign all necessary documents and ensure their affiliates and representatives do the same to give effect to this clause.

5.4 Third-Party Licensors:

  • Some licensed material may include data or material from third-party licensors.
  • This material is available under the terms and conditions of these third-party licensors, as communicated to the customer.

6. Changes to the Product; Discontinuation

6.1 Product Updates and Changes:

  • CLEVER MARKETS reserves the right to update, enhance, withdraw, or change its products and services at any time without prior notice.

6.2 Notice for Material Decrease in Functionality:

  • If a change significantly reduces functionality, CLEVER MARKETS will provide a 30-day advance notice.

6.3 Termination Rights upon Changes:

  • The customer has a 30-day period from the notice date to terminate the license for the affected product or service if they wish.
  • During this period, the customer can request a refund for the unused portion of the term for the affected product or service.
  • If the customer does not terminate within this 30-day period, they are considered to have accepted the changes and can no longer exercise this termination right.

6.4 Discontinuation of Products or Services:

  • If CLEVER MARKETS discontinues a product or service, they may either:
    • Offer a refund for the unused portion of any prepaid fees for that contract year.
    • Provide an alternative product to the customer.

7. Changes to the Terms

7.1 Amendment of Terms:

  • CLEVER MARKETS may modify these terms at its discretion and will notify the customer of such changes.
  • The customer has a 30-day period from the date of notice to terminate the license for the affected products and services if they choose to.
  • If the customer does not terminate the license within this 30-day period, they are deemed to have accepted the new terms and lose the right to terminate based on these changes.

8. Availability of CLEVER MARKETS Products and Services

8.1 Efforts to Maintain Availability:

  • CLEVER MARKETS will make reasonable efforts to ensure its products and services are available to customers and licensed users.
  • This excludes periods of downtime for regular or emergency maintenance, which will be minimized.

8.2 Delivery Time and Remedies:

  • Delivery times for any CLEVER MARKETS product or service are not guaranteed.
  • CLEVER MARKETS' only obligation in case of delays is to deliver or reinstate the service as soon as practically possible.
  • This is the customer’s sole and exclusive remedy for delays in delivery or service reinstatement.

9. Indemnities

9.1 Indemnity by CLEVER MARKETS:

  • CLEVER MARKETS will defend and indemnify the customer against costs, liabilities, losses, and expenses arising from third-party claims that CLEVER MARKETS' licensed material infringes their copyright or trademark.

9.2 Conditions for CLEVER MARKETS' Indemnity:

  • The indemnity applies only if the infringing material was provided by CLEVER MARKETS and has not been modified or combined with other materials not provided by CLEVER MARKETS.

9.3 Claim Management:

  • The customer must promptly notify CLEVER MARKETS of any infringement claim.
  • CLEVER MARKETS has sole control over the defense and settlement of such claims.
  • The customer must cooperate with CLEVER MARKETS and not admit fault or settle without CLEVER MARKETS' written consent.

9.4 Remedy for Infringing Material:

  • If licensed material is subject to an infringement claim, CLEVER MARKETS may:

(i) Obtain rights for continued use.

(ii) Replace or modify the material to be non-infringing.

(iii) Refund the unused fees for the material in question.

9.5 Indemnity by Customer:

  • The customer will indemnify CLEVER MARKETS for any claims arising from unauthorized use of CLEVER MARKETS' products, services, or licensed material by the customer or its licensed users.

9.6 Defense and Indemnity Obligations of Customer:

  • The customer will defend CLEVER MARKETS against claims that customer data infringes third-party intellectual property rights or arises from the customer's misuse of CLEVER MARKETS' products and services.
  • The customer will cover any damages or settlement costs, provided CLEVER MARKETS promptly notifies the customer of the claim and cooperates reasonably at the customer's expense.

10. Use of the Products

10.1 Compliance with Laws:

  • The customer must use CLEVER MARKETS' products, services, and licensed material in accordance with all applicable laws and regulations.

10.2 Customer's Responsibility for Compatibility and Costs:

  • The customer is responsible for ensuring their computing environment, network, connectivity, terminals, and other equipment are compatible with CLEVER MARKETS' products and services.
  • The customer must bear all costs associated with such hardware, equipment, or other network components.

11. Verification and Audit

11.1 Providing Access and Usage Information:

  • Within 14 days of a request from CLEVER MARKETS, the customer must provide a list of all individuals accessing CLEVER MARKETS' products and services and explain how these are being used by the customer and its licensed users.

11.2 Audit Rights:

  • CLEVER MARKETS, or its representatives, including regulators, can audit the customer once every 12 months.
  • This audit, to verify compliance with terms and order forms, can be conducted during normal business hours and with reasonable prior written notice.

11.3 Cooperation with Audit:

  • The customer is required to cooperate and provide information reasonably requested during an audit.

11.4 Remedies for Non-Compliance:

  • If an audit reveals non-compliant use of CLEVER MARKETS' products or services, the customer must:

(i) Immediately stop the non-compliant use and pay additional fees for permitted use.

(ii) Reimburse CLEVER MARKETS for unlicensed use and audit costs.

11.5 Confidentiality of Customer Information:

  • CLEVER MARKETS will keep confidential all business information about the customer obtained during the audit.

11.6 Duration of Audit Rights:

  • CLEVER MARKETS' rights to conduct audits extend throughout the term of the agreement and for six months thereafter.

12. Warranties; Limitations on Liability

12.1 'As Is' Basis and Exclusions:

  • CLEVER MARKETS' products and services are provided 'as is' and 'as available'.
  • All implied warranties regarding fitness for a particular purpose, merchantability, accuracy, timeliness, and completeness are excluded to the extent permitted by law.
  • CLEVER MARKETS is not liable for any errors or omissions in its licensed materials.

12.2 Exclusions from Liability Limitation:

  • Neither party's liability is limited for:

- (i) Death or personal injury caused by negligence.

- (ii) Fraud or fraudulent misrepresentation.

- (iii) Breaches of confidentiality obligations.

- (iv) Anything that cannot legally be limited or excluded.

12.3 Liability Cap:

  • Each party's total liability is capped at the total amount paid by the customer for the relevant products and services in the 12 months before the first incident causing liability.
  • This cap applies regardless of the form of action but does not limit payment obligations.

12.4 Limitation on Types of Damages:

  • Neither party is liable for:

(i) Loss of profits, business, revenues.

(ii) Loss of anticipated savings.

(iii) Loss of goodwill.

(iv) Business interruption.

(v) Loss of data.

(vi) Indirect, special, incidental, consequential, or exemplary damages.

  • This applies even if a party has been advised of the possibility of such damages.

12.5 CLEVER MARKETS' Non-Liability:

  • CLEVER MARKETS is not liable for breaches arising from:

(i) Misuse of its products and services.

(ii) Unauthorized alterations.

(iii) Delays or failures caused by third parties.

(iv) Breaches or negligence by the customer, its affiliates, or representatives.

12.6 External Links:

  • CLEVER MARKETS is not responsible for content on external sites linked from its products and services.

13 Suspension for Suspected Breach:

  • CLEVER MARKETS is entitled to suspend the supply of its products and services to the customer if there's a reasonable suspicion of a breach of these terms by the customer or any licensed user.
  • CLEVER MARKETS may also charge a reasonable fee to restore the products and services to the customer after such a suspension

14. Consequences of Termination or Expiry

14.1 Cease Use and Delete Licensed Material:

- Upon termination or expiry, the customer, its affiliates, representatives, and licensed users must immediately stop using CLEVER MARKETS' products, services, and licensed material.

- They must promptly delete all such material from their systems and storage.

- The customer is required to provide CLEVER MARKETS with certification of this deletion if requested.

14.2 Exception for Legal Obligations:

  • The requirement to delete licensed material does not apply if the customer is legally required to retain the data.
  • The customer must still comply with certain terms (Clause 2.4, 4.1, 5, and 16) and only retain copies in archives, not using them in business.

14.3 Obligation to Pay Fees:

  • Termination or expiry does not relieve the customer of the obligation to pay any fees due up to the date of termination.

14.4 Payment for Remaining Term:

  • If the agreement is terminated for reasons other than CLEVER MARKETS discontinuing the product or service, the customer must pay all unpaid fees for the remaining term of the order forms.

14.5 Survival of Certain Clauses:

  • Expiry or termination does not affect the accrued rights and obligations of both parties.
  • Certain clauses, including Clause 25 (Definitions), 5 (Intellectual Property Rights), 11 (Verification and Audit), 12 (Limitation of Liability), 16 (Confidentiality), and 3 (Fees regarding payment obligations), will continue to be in effect post-expiry or termination.

15. Data Protection

15.1 Definitions Under Data Protection Laws:

Terms like "controller", "data subject", "personal data", and others have the meanings given in Data Protection Laws.

"Data Protection Laws" include all relevant laws and regulations of the UK, Singapore, Switzerland, EEA, and EU, particularly the GDPR effective from May 25, 2018.

15.2 Customer's Compliance:

  • The customer acknowledges that using CLEVER MARKETS' products and services involves supplying personal data.
  • The customer confirms compliance with Data Protection Laws, including providing necessary notices and obtaining consents for CLEVER MARKETS to process this data.
  • The customer is responsible for its use and processing decisions regarding the personal data.

15.3 CLEVER MARKETS as Processor:

  • When acting as a data processor for the customer, CLEVER MARKETS will process personal data in accordance with Data Protection Laws and the GDPR Data Processing Addendum (DPA) attached to these terms from May 25, 2018.

15.4 Use of Data by CLEVER MARKETS:

  • CLEVER MARKETS uses data to compile statistics and information related to its products and services and for security, operations management, research, and development.
  • This data is aggregated or anonymized and won't identify the customer or any data subject.

15.5 Customer's Responsibility for Decisions:

  • The customer is responsible for decisions made using insights from CLEVER MARKETS' products and services.
  • The customer must comply with GDPR Articles 21 and 22 regarding automated decision-making and profiling.
  • The customer is responsible for responding to requests from data subjects, as outlined in Clause 4 of the DPA.

16. Confidentiality

16.1 Handling Confidential Information:

  • The party receiving confidential information (Receiving Party) must:

(i) Use it solely for fulfilling obligations under these terms.

(ii) Keep it secure, using the same care as for its own confidential information, but no less than reasonable care.

(iii) Not disclose it to third parties without the disclosing party's (Disclosing Party's) written consent, except as permitted by this clause.

16.2 Exceptions to Confidentiality:

  • The confidentiality obligations do not apply if the Receiving Party shows the information:

(i) Became public without breaching an obligation to the Disclosing Party.

(ii) Was already known to the Receiving Party without a breach of obligation.

(iii) Was received from another source without a breach of obligation.

(iv) Was independently developed by the Receiving Party.

16.3 Return or Destruction of Confidential Information:

  • Upon the end of these terms, each party must return or destroy the other’s confidential information and any copies, unless otherwise stated in these terms.

16.4 Disclosure Required by Law:

  • The Receiving Party can disclose the Confidential Information if legally required, but must first notify the Disclosing Party and assist them, at their expense, if they choose to contest the disclosure.

16.5 Consequences of Breach:

  • A breach of this clause may cause irreparable harm, where monetary damages aren't adequate.
  • Thus, legal or equitable remedies are available for such breaches.
  • This clause's provisions continue even after the termination or expiry of these terms.

17. Notice

17.1 Notices to Customer:

  • CLEVER MARKETS may notify the customer by:

(i) Posting on CLEVER MARKETS' website.

(ii) Emailing the customer's current account email address.

  • Notices on the website are effective upon posting, and email notices are effective when sent.
  • It's the customer's responsibility to maintain a current email address.
  • A notice is considered received when emailed to the customer's account email, regardless of actual receipt.

17.2 Notices to CLEVER MARKETS:

  • To notify CLEVER MARKETS, the customer must:
    • Send notices to Clever Markets Pte. Ltd. 68 Circular Road #02-01, 049422, Singapore
    • CLEVER MARKETS may update the address for notices on its website.
    • Personal delivery notices are effective immediately.
    • Overnight courier notices are effective one business day after sending.
    • Registered or certified mail notices are effective three business days after sending.
    • Email notices are effective one business day after sending, confirmed by post or a read receipt from Clever Markets.

18. Governing Law and Jurisdiction

18.1 Applicable Law:

  • These terms, and any disputes or non-contractual obligations related to them, are governed by and interpreted according to the Republic of Singapore

18.2 Jurisdiction:

  • Both parties agree to submit exclusively to the jurisdiction of the courts of the Republic of Singapore for any disputes arising from or related to these terms.

19. Entire Agreement

  • These terms, including all schedules and the Order Form, represent the full and entire agreement between the parties, replacing any previous agreements, proposals, or representations related to this subject matter, whether they were written or spoken.
  • Each party confirms that in agreeing to these terms, they are not relying on any statements, representations, assurances, or warranties made by anyone, except for what is explicitly stated in these terms and the Order Form.
  • This clause does not limit or exclude any liability or remedy for fraud or fraudulent misrepresentation.
  • No customer purchase order, even if accepted by CLEVER MARKETS, can modify these terms or any associated Order Form.

20. Assignment

  • The customer is not allowed to assign, transfer, or novate their rights or obligations under these terms without prior written consent from CLEVER MARKETS.
  • CLEVER MARKETS may assign, transfer, or novate its rights and/or obligations at any time, as long as the new party agrees to fulfil the obligations under these terms.
  • Subject to these conditions, these terms are binding and will benefit both parties, their successors, and any permitted assigns.

21. Relationship of the Parties

  • The relationship between the parties under these terms is that of independent contractors.
  • These terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

22. Third-Party Beneficiaries

  • Apart from what is explicitly stated in these terms, no individual or entity that is not a party to these terms has any rights to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

23. Waiver and Cumulative Remedies

  • Any failure or delay by either party in exercising their rights under these terms does not mean they waive those rights.
  • The rights and remedies under these terms are cumulative and do not exclude any other rights and remedies provided by law or otherwise.
  • Terminating these terms or parts of them does not affect any rights or liabilities that have already accrued. Also, it does not affect any provision of these terms that is meant to continue after termination, either explicitly or implicitly.

24. Severability

  • If any part of these terms becomes illegal, invalid, or unenforceable:

(i) This will not impact the legality, validity, or enforceability of the other parts of the terms.

(ii) The problematic provision will be limited or removed as much as necessary, ensuring that the rest of the terms remain effective and enforceable.

25. Disclaimer

25.1 CLEVER MARKETS offers training courses and consulting services that are provided for educational purposes only and do not constitute financial advice. You understand and acknowledge that any decisions made based on the information provided by CLEVER MARKETS are at your own risk.

25.2. In line with governing Singaporean regulation, CLEVER MARKETS. Business activities fall under Business Activity Code 85405 (Training courses for information and communications, finance and professional services).

26. Definitions

These terms include the following definitions:

Affiliate: A corporate entity that is controlled by, controls, or is under common control with another entity, where "control" implies owning 50% or more of the voting securities or having contractual or other power over management and policies.

Confidential Information: Any information disclosed by one party to the other, designated as confidential or reasonably understood to be confidential, relating to a party's business, operations, customers, processes, budgets, pricing policies, products, strategies, developments, trade secrets, know-how, and similar areas.

Contract Year: A period of 12 consecutive calendar months starting on the start date of an order or its anniversary during the term of the order.

Customer: The legal entity specified as the customer in the applicable Order Form.

Customer Data: All data and materials related to the customer, supplied or made available to CLEVER MARKETS or its affiliates/sub-contractors.

Customer Representative: An individual contractor, consultant, or agent engaged by the customer for services supporting the use of the Licensed Material, bound by terms consistent with these terms.

Derived Materials: Materials created by or for the customer, incorporating a substantial portion of the Licensed Material with other information/data, used to create new products or offerings.

CLEVER MARKETS Products and Services: Various data products, information services, reference services, and software tools licensed by CLEVER MARKETS.

Intellectual Property Rights: Includes patents, trade secrets, copyrights, trademarks, and all registrations or applications to register these rights, as well as rights to sue for passing off and similar effects.

Licensed Business Function: The business function outlined in the Order Form.

Licensed Location: The locations specified in the Order Form.

Licensed Material: All information, data, and content within or through CLEVER MARKETS products and services, sourced publicly, from third parties, or generated by CLEVER MARKETS.

Licensed User: A named employee or Customer Representative of the customer authorized to access and use the Licensed Material as specified in the Order Form.

Permitted Affiliate: Each of the customer's affiliates listed on the applicable Order Form.

Permitted Purpose: The use case set out in the Order Form.

Personal Data: Information about identifiable individuals that CLEVER MARKETS processes on behalf of the customer under these terms.

Start Date: The commencement date of the customer’s access to the Licensed Materials listed on the applicable Order Form.

 

 

 

SCHEDULE 1: DATA PROTECTION GDPR DATA PROCESSING ADDENDUM (“DPA”)

1. Scope

1.1 Application of the Data Processing Addendum (DPA):

This DPA governs the processing of personal data by CLEVER MARKETS when acting as a data processor for the customer under these terms.

In this context, the customer is the data controller, and CLEVER MARKETS is the data processor.

This DPA does not apply in situations where CLEVER MARKETS acts as a data controller.

2. Processing

2.1 Engagement of Other Processors:

CLEVER MARKETS shall not hire another processor without the customer's prior written authorization.

  • If authorized generally, CLEVER MARKETS must inform the customer of any intended changes regarding adding or replacing processors, giving the customer the chance to object.

2.2 Processing Guidelines:

  • CLEVER MARKETS' processing is governed by this DPA and the laws of the Union or Member States as outlined in these terms.
  • Specifically, CLEVER MARKETS shall:

a) Only process personal data based on the customer's instructions, including data transfers, unless required by law. CLEVER MARKETS will inform the customer of legal requirements unless prohibited.

b) Ensure confidentiality commitments from all persons processing personal data.

c) Comply with GDPR Article 32.

d) Adhere to the conditions for engaging another processor.

e) Assist the customer in fulfilling data subject rights under GDPR Chapter III.

f) Aid the customer in meeting GDPR obligations (Articles 32-36), considering the nature of processing.

g) Delete or return all personal data upon the end of services, except where law requires storage.

h) Provide necessary information for compliance audits and cooperate with audits initiated by the customer.

i) Inform the customer if a processing instruction infringes data protection laws.

2.3 Liability for Other Processors:

  • When CLEVER MARKETS hires another processor, it must impose the same data protection obligations as in this DPA. CLEVER MARKETS remains liable for the other processor's compliance.

2.4 Processing Details:

  • The subject matter, duration, nature, purpose, type of personal data, and categories of data subjects for CLEVER MARKETS' processing are defined by the services and materials provided under these terms.

2.5 Final Instructions:

  • These terms, including this DPA, constitute the customer's final instructions for processing personal data. Any additional instructions require separate agreement.
  • CLEVER MARKETS will ensure that its personnel process personal data only as instructed by the customer or as required by applicable law.

3. Subprocessing

3.1 General Consent for Subprocessors

  • The customer gives CLEVER MARKETS general consent to engage other processors for personal data processing as per this DPA.
  • CLEVER MARKETS will maintain and provide a list of such subprocessors upon request.
  • The customer can object to any new subprocessor without penalty by notifying CLEVER MARKETS within 14 days of being informed of the change.
  • CLEVER MARKETS will make reasonable efforts to modify its services or materials to avoid using a new subprocessor if the customer objects.

4. Data Subject Rights

4.1 Notification and Cooperation

  • CLEVER MARKETS will, where legally permitted, promptly inform the customer of any data subject requests it receives.
  • CLEVER MARKETS will cooperate with the customer to help them fulfil their GDPR obligations in response to these requests.
  • The customer is responsible for any reasonable costs incurred by CLEVER MARKETS in providing this assistance.

5. Security of Processing

5.1 Implementation of Security Measures:

  • Considering the technology available, implementation costs, and the nature, scope, context, and purposes of processing, along with the risk to individuals' rights and freedoms, both parties will implement suitable technical and organizational measures to ensure a level of security appropriate to the risk.

5.2 Risk Assessment:

In determining the appropriate level of security, the parties will especially consider the risks presented by the processing, such as accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access to personal data.

6. Personal Data Breach

6.1 Notification and Response:

  • CLEVER MARKETS will notify the customer promptly after becoming aware of any personal data breach.
  • CLEVER MARKETS will also respond reasonably to requests from the customer for further information to help them fulfil their obligations under Articles 33 and 34 of the GDPR.

7. Records of Processing Activities

7.1 Maintenance and Availability of Records:

  • CLEVER MARKETS will maintain all records required by Article 30(2) of the GDPR.
  • These records will be made available to the customer as needed for processing personal data on the customer's behalf.

8. Conflict

8.1 Resolution of Conflicts:

  • In case of any conflict or inconsistency between this DPA and the terms, this DPA will take precedence as required by law.
  • In other cases of conflict or inconsistency, the terms shall prevail.

 

Statement: The Ten Principles of the UN Global Compact

Clever Markets Pte. Ltd adheres to the ten principles of the UN Global Impact. As of February 2024, our application to join the cause is pending but our commitment is strong and the principles are applied.

Human Rights

  • Principle 1: Businesses should support and respect the protection of internationally proclaimed human rights; and
  • Principle 2: make sure that they are not complicit in human rights abuses.

Labour

  • Principle 3: Businesses should uphold the freedom of association and the effective recognition of the right to collective bargaining;
  • Principle 4: the elimination of all forms of forced and compulsory labour;
  • Principle 5: the effective abolition of child labour; and
  • Principle 6: the elimination of discrimination in respect of employment and occupation.

Environment

  • Principle 7: Businesses should support a precautionary approach to environmental challenges;
  • Principle 8: undertake initiatives to promote greater environmental responsibility; and
  • Principle 9: encourage the development and diffusion of environmentally friendly technologies.

Anti-Corruption

  • Principle 10: Businesses should work against corruption in all its forms, including extortion and bribery.