Terms of Service

Application / Request for Services

By completing and submitting the application form, we acknowledge and agree that our request to be provided with the Services on the Terms of Service below is subject to Dathena’s review and acceptance. Such acceptance shall be communicated through electronic means. We further acknowledge and agree that (a) such acceptance will be deemed to have been communicated to and received by me in Singapore at the time when Dathena sends the electronic communication, and (b) the foregoing provision shall be a term of and be incorporated into the Terms of Service.

 

These Terms of Service (“TOS”) consist of the General Terms and Conditions, the Data Processing Schedule, and the following Schedules as applicable to you and the Services which you have requested that we provide to you:

Schedule 1 - Data & Users Risk Assessment

Schedule 2 - External File Sharing Management

Schedule 3 - Augmented Data Protection

General Terms and Conditions

These TOS governs the use of the Services (as described in the Schedules) by the company or entity which made the application (“You”, “Your”, “Customer”). The term “Services” includes “Premium Services”. The Services are provided by Dathena Science Pte. Ltd. (“We”, “Us”, “Our”, “Dathena”). Any additional terms governing the use of the Service(s) may be found in the appropriate Schedule(s). For the avoidance of doubt, those additional terms are and are deemed to be an integral of part of these TOS. By using the Services, you agree to and accept these TOS.

1. On-boarding Process

1.1. The services will be provided from our designated systems. You will be however responsible for some configuration during the onboarding process including tenant configuration and providing us access to your data which are necessary to complete the on-boarding process. As part that same on-boarding process, we will be responsible for :

  • 1.1.1. carrying out the work necessary to on-board the Services; and

  • 1.1.2. provide you with relevant instructions / directions.

1.2. In order for us to on-board the Services and for you to use and access the Services, you will need to:

  • 1.2.1. ensure that your network and designated systems comply with the specifications stipulated in the applicable Schedules or as otherwise provided by us from time to time; and

  • 1.2.2. comply with reasonable directions from us in relation to the configuration and use of your designated systems, including providing us with the system permissions and access as specified in the applicable Schedules.


Failure to do so may result in us being unable to provide the Services.

2. Provision of Services
2.1. We will, in accordance with these TOS provide you with the Services, provided always that we reserve the right to modify, enhance, suspend and/or cease providing the Services, or any part thereof, at any time without any prior notice to you. The scope, key functionalities and specifications of the Services are as described in the applicable Schedules. We may from time to time update, upgrade or make changes to the Services, including to comply with any applicable laws and regulations.

2.2. The Services are not exclusive to you and we are entitled to offer the Services or comparable systems / services to third parties on such terms as we may deem fit. Except as provided in these TOS or approved by us, you shall not allow any other party to have access to the Services or assist any other party in accessing the Services or otherwise make the Services available to any third party.

2.3. The Services are available for use on a daily basis but not during scheduled maintenance or during times when the Services are being updated or repaired. Such operations are needed for ensuring or restoring availability, performance, data security, or manageability of the Services. We reserve the right to alter or extend the service hours from time to time and at any time. You acknowledge and accept that your access to and/or use of the Services may be interrupted, suspended or restricted where we provide these maintenance, support, update or other services in relation to the Services.

2.4. The Services, including the materials made available on or through the Services, are owned by, licensed to, managed or controlled by us. Subject to this TOS, we grant you a non-exclusive and non-transferable right to use and access the Services for your internal corporate purposes in connection with managing and/or analysing your data privacy, protection, software licensing and/or security needs (“Authorised Purposes”). All express or implied rights to the Services not specifically granted herein are expressly reserved to us.

2.5. We shall have the absolute right and discretion to deny or restrict access to or use of the Services by any particular person without ascribing any reasons whatsoever. In such circumstances, we shall not be liable or held responsible to any party for denying or restricting access to or use of the Services.

2.6. You shall:

  • 2.6.1. only use the Services for or in connection with the Authorised Purposes;

  • 2.6.2. only allow the Services to be used by individuals who you have authorised or allowed to use it (“Authorised Users”), and in accordance with these TOS. You agree that we may limit the number of Authorised Users that you may have;

  • 2.6.3. require Authorised Users to comply with these TOS and ensure that we shall have the right to enforce or enjoy the benefit of all of the terms stated therein;

  • 2.6.4. be responsible for any Authorised User’s breach of these TOS;

  • 2.6.5. comply with all applicable laws and regulations with respect to your activities in connection with the Services;

  • 2.6.6. abide with all notices, instructions, policies, directives, guidelines or directions that may be given by us in respect of the use, access, security, maintenance, operation and provision of the Services;

  • 2.6.7. submit a remediation ticket at https://dathena.zendesk.com/hc/en-us/requests/new should you discover or be made aware of any actual or potential security vulnerability that may affect the confidentiality, integrity, functionality and/or availability of the Services;

  • 2.6.8. ensure that your network and systems comply with any relevant specifications provided by us from time to time;

  • 2.6.9. provide us with any system permissions and access requested by us from time to time; and

  • 2.6.10. be responsible for procuring and maintaining all network connections and telecommunications links from your systems to our data centres or computing resources, and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.

2.7. You shall not (and will not cause, permit or assist a third party to):

  • 2.7.1. use the Services to provide any third party with services comparable to the Services or otherwise license, sublicense, sell, resell, rent, lease, transfer, adapt, assign, distribute, display, disclose, reproduce, repackage, rebrand, post, communicate, use or otherwise commercially exploit the Services or any component thereof without our prior written permission;

  • 2.7.2. use in conjunction with the Services, any equipment, software, accessory and/or attachment other than that which has been supplied or approved in writing by us;

  • 2.7.3. modify, adapt, alter, disassemble, decompile, decrypt, reverse engineer or otherwise attempt to derive the source code or structure of the Services or any component thereof;

  • 2.7.4. attempt to obtain access to or interfere with our programs, software or data, or the programs, software or data of any other third party who uses the Services;

  • 2.7.5. circumvent, or attempt circumvent, any electronic protection measures in place to regulate or control access to the Services;

  • 2.7.6. make copies, disclose, transfer or make available, software or documentation provided to you in connection with the Services, unless reasonably necessary for operational security and use of the Services or expressly authorised by us to do so;

  • 2.7.7. interfere or attempt to interfere with the proper working of the Services or otherwise do anything that imposes an unreasonable or disproportionately large load on our services or systems;

  • 2.7.8. in your use of the Services, whether directly or indirectly, access, store, upload, distribute or transmit any viruses, Trojan horses, worms, software bombs or any other malware (collectively “Malware”), any malicious communications or anything offensive, defamatory, infringing of the rights of others or unlawful, or allow any other person to do so;

  • 2.7.9. infringe any copyright or other intellectual property rights pertaining to the information, materials or resources made available through the Services;

  • 2.7.10. use or access the Services in any manner, for any purpose or to carry out any activity that may be prohibited under the governing law as stated in clause 16.2 herein (or any applicable regulation) or that violates any right of any person, including (1) intellectual property rights, rights of privacy, rights of personality; (2) to engage in fraudulent, illegal or suspicious activities and/or transactions, including fraud, money laundering and financing terrorism; and/or (3) in any manner inconsistent with these TOS;

  • 2.7.11. make available or use the Services as part of a service bureau, in connection with your products or services, or in a product or service that competes with our products or services;

  • 2.7.12. remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Services;

  • 2.7.13. develop, distribute or sell any product or service capable of launching, being launched from or is otherwise integrated with the Services; and

  • 2.7.14. use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape”, “data mine”, “crawl” or in any way gather the Services or reproduce or circumvent the navigational structure or presentation of the Services without our express prior written consent.

2.8. Where we are required to collect, process or transform data (provided by you and/or the Authorised Users) in relation to the Services, we shall not be responsible or held liable for any inaccuracies, misrepresentations, or falsehoods contain therein. We rely on the data/information provided by or obtained from you, third parties and/or the Authorised Users and to the fullest extent permitted by law, disclaim all liability in respect of the content or results of the Services. ANY RELIANCE ON THE DATA, INFORMATION OR RECOMMENDATION TRANSMITTED OR RECEIVED THROUGH THE SERVICES SHALL BE AT YOUR SOLE RISK. ALL INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. WE DO NOT WARRANT OR REPRESENT THE TRUTH OR ACCURACY OF ANY CONTENT, INFORMATION OR RECOMMENDATION PROVIDED IN CONNECTION WITH THE SERVICES.

 

2.9. Where required by us and in relation to any third party software, products or content provided with the Services, you will accept and enter into agreements (for such third party software, products or content) which we may from time to time present to you, including but not limited to any End User Licensing Agreements (EULAs) from the proprietors or distributors of third party software.

 

3. Support

3.1. The Services do not include any enhancements and/or modification to the Services that you may require (including without limitation, specific functionality) to meet your operational needs, or any other ad-hoc services or request in relation to the Services.

 

3.2. Unless otherwise addressed in an applicable Schedule, we may provide you with limited assistance in connection with your use of the Service. All assistance is provided on a “when available” basis and we may, in our sole discretion, deny or delay such assistance depending on our operational requirements and resource availability.

 

4. Warranties, Disclaimers and Indemnities

4.1. THE SERVICES (INCLUDING WITHOUT LIMITATION ALL CONTENT, SERVICES, FACILITIES AND FUNCTIONS THEREBY MADE AVAILABLE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN RELATION TO THE SERVICES, INCLUDING WITHOUT LIMITATION TO ALL CONDITIONS AND WARRANTIES OF SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, CORRECTNESS, CURRENCY, TIMELINESS, RELIABILITY, AVAILABILITY, TITLE, QUALITY, MERCHANTABILITY, INTEROPERABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES WILL BE WITHOUT FAILURE, DELAY INTERRUPTION, VIRUSES (OR OTHER MALICIOUS OR CORRUPTING CODE OR PROGRAMME) OR ERROR.

 

4.2. To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person):

  • 4.2.1. regarding the availability, appropriateness, timeliness, reliability, accuracy, completeness, accessibility, quality, operation or usefulness of any portion of the Services;
  • 4.2.2. that the Services will perform in an uninterrupted manner or be secure, error free or free from Malware or any other harmful components;
  • 4.2.3. that the Services will operate or function properly on your devices or operating systems or with any third party software;
  • 4.2.4. that the use of the Services will not harm or cause any damage to your data, devices or computing system;
  • 4.2.5. for any loss, damage or liability that you incur that is caused by or as a result of the use of the Services (including any changes you may make to your computers or systems using the Services) and/or any corruption, loss or deletion of any data, configurations, or information (belonging to or provided by you) in the Services;
  • 4.2.6. for your reliance on or use of the Services and the data, information or recommendation transmitted or received through the Services;
  • 4.2.7. for failure, malfunction or breakdown of, or disruption to, the operation of our platforms and operations or any technology on which the Services rely on, for any reason whatsoever, including without limitation, any accident, abuse or unauthorised modification of the Services by you and/or any third party that you authorise, any occurrences of hacks, cyber-attacks, distributed denials of service, errors, vulnerabilities, defects, flaws in programming or source code or otherwise, regardless of when such failure, malfunction, breakdown, or disruption occurs;
  • 4.2.8. loss of possession, hacking or theft of the your data from the Services;
  • 4.2.9. any prohibition, restriction or regulation by any government or regulatory authority in any jurisdiction of the operation, functionality, usage, storage, transmission mechanisms, transferability or tradability or other material characteristics of our technologies;
  • 4.2.10. for any errors, interruptions or other occurrence whatsoever arising out of any form of communications or other facilities not provided by us;
  • 4.2.11. for all other risks, direct, indirect or ancillary, whether in relation to our technologies and the Services which are not specifically or explicitly contained in or stated in these terms; and
  • 4.2.12. for any problem you report to us will be resolved or resolved to your full satisfaction.

4.3. The Services may use, require, facilitate access to, be provided by or made available through third party content, services, facilities and functions, including but not limited to various Microsoft software and services, as well as information relating to the various types of Microsoft Enterprise licenses (collectively, “Third Party Material”). We do not control such third party content, services, facilities and functions and will not be held liable for any losses, damage, costs, fees or expenses arising out of or in connection with (a) your access to and use of such Third Party Material, or (b) our provision of the Services to you using and/or relying on the Third Party Material. We make no representation, warranty or guarantee in relation to any Third Party Material, including, without limitation, to the satisfactory quality, accuracy, completeness, correctness, currency, timeliness, reliability, availability, title, quality, merchantability, interoperability, security, fitness for a particular purpose, and non-infringement of the Third Party Material. We further do not endorse any third party who provides the Third Party Material.

 

4.4. You agree that our Services are not intended to be a substitute for any professional judgment and the information / data presented by the Services are simply for informational purposes only. We do not warrant or represent that your use of our Services or the data, information or recommendation transmitted or received through the Services indicates or confirms that you are or would be in compliance with any law, regulation or contractual obligations. You (and/or your Authorised Users) are to exercise due care and caution in using the Services and any data, information, or recommendation received through the Services. You shall be solely responsible for all decisions and actions taken or not taken resulting from or in any way related to the use of the Services and data, information or recommendation transmitted or received through the Services.

 

4.5. You acknowledge and agree that we are reliant upon and not responsible for, the accuracy, veracity or truthfulness of any information and data received from you or any third party source, and accordingly our Services and the results thereof do not constitute any endorsement, guarantee or certification on our part that any information provided is safe, trustworthy and/or reliable.

 

4.6. Internet communications may be susceptible to interference or interception by third parties. Such interference or interception may include cyber-attacks, distributed denials of service or errors, malicious exploitation of defects or vulnerabilities associated with the source codes associated with the Services. Where appropriate, we may use available technology to protect the security of the Services. To the maximum extent permitted under applicable laws, we make no warranties that the Services is free of interference or interception by third parties, or other unauthorised software, and disclaim all liability for the security, authenticity, integrity or confidentiality of any transactions made through the Services.

 

4.7. You shall indemnify and at all times hold us (including our related corporations, affiliates, officers, directors, employees, agents and contractors) harmless from and against all actions, proceedings, claims, demands, losses, damages, costs, liabilities, full legal costs and other expenses of any nature which may be made or brought against or suffered or incurred by us or asserted against us by any person, party or entity, whether directly or indirectly, in respect of:

  • 4.7.1. any breach of the provisions of these TOS, or any act or omission which results in such a breach, whether by you, your employees, agents or contractors, or any such person who you allow to access the Services (including the Authorised Users);
  • 4.7.2. your use and access of the Services;
  • 4.7.3. our reliance on information, data or records provided by you or the Authorised Users
  • 4.7.4. your or the Authorised Users’ violation of any applicable law or the rights of any third party; and/or
  • 4.7.5. the occurrence of any event due to your or the Authorised Users’ act, omission or default which compromises the security or integrity of the Services.

5. Assignment, Novation and Variation

5.1. You shall not transfer or assign any of your rights or obligations under these TOS without our prior written consent. We may, by notice in writing to you, transfer or assign any of our rights, or novate any of our rights and obligations, under these TOS. Your acceptance of these TOS shall constitute your consent to such assignment, novation or transfer. You shall sign such documents presented to you to effect the transfer, assignment or novation. If you are unable to execute such documents for whatever reason, we may terminate these TOS with immediate effect.

 

6. Publicity

6.1. No press release, public announcement(s) or disclosures to the public or media of any information relating to the Services may be made by you unless we have given you our prior written consent. You agree that we may name you as our customer in any of our publicity, sales or marketing material. In this regard, you grant us the right to use your name, logo or trademark in our publicity, sales or marketing material.

 

7. Confidentiality

7.1. You shall, at all times, keep confidential all information provided by us or on our behalf that is marked or is by its nature confidential or proprietary (“Confidential Information”). You shall not disclose or permit to be disclosed the Confidential Information to any third party without our prior written consent. You shall not use the Confidential Information other than for purposes sanctioned by us or allowed under these TOS. You may permit your employees to have access to the Confidential Information, but only on a need-to-know basis. You undertake to ensure that these employees are made aware of the confidential nature of the information and are similarly bound to keep it confidential. You shall promptly inform us about any unauthorized disclosure or use of the Confidential Information. These obligations of confidentiality do not apply to information that is publicly available, already in your possession without confidentiality restrictions or required to be disclosed by order of a court or the relevant governmental authorities.

 

8. Intellectual Property

8.1. As between us, you acknowledge and agree that all rights, title and interest (including but without limitation to intellectual property rights) in and to the Services (including the underlying software and any software or documentation made available to you through the Services, which includes any modifications or derivative works associated thereto), and our trademarks, names and logos, processes, know-how, data, documents and any other materials created or provided by us or obtained from us in connection with these TOS (“Dathena IP”) belong exclusively to us. Dathena IP shall not be reproduced, modified, adapted, distributed, published, translated, altered, displayed, uploaded, broadcast, transmitted or hyperlinked in any manner and in any form without our prior written approval. You shall not challenge the validity or our ownership of or right to the Dathena IP. Except for the rights granted to you under these TOS, you shall have no other rights, title or interest in or to the Services (including any software or documentation made available to you through the Services) and to Dathena IP.

 

8.2. Unless otherwise agreed to in writing by us, you shall not:

  • 8.2.1. combine, merge, subsume or otherwise, whether directly or indirectly, incorporate or permit to be incorporated the whole or any part of the Services and/or Dathena IP into another software, database, program or service not authorised by us;
  • 8.2.2. decompile, permit to decompile or assist others to decompile the software, technology and/or data or any part thereof used by us to provide the Services; and
  • 8.2.3. create, cause to be created or permit to be created any derivative works based on any of Services and/or Dathena IP.

 

8.3. We make no warranties or representations whatsoever in relation to the Dathena IP. We are not liable for any damages, loss, expenses or costs in the event that the Dathena IP or any part of it infringes or is alleged to infringe the rights of any third party. We will have control of all proceedings in any court of law or tribunal in respect of any infringement of the Dathena IP. If we wish to bring or defend such proceedings, you will, at our request, render such assistance as we may reasonably require of you in relation to such proceedings.

 

8.4. Without prejudice to Clause 8.1 above, you acknowledge and agree that all of the benefit, right, title and interest in and to all Foreground IP, including the right to sue for damages and other legal and equitable remedies in respect of infringement and all other rights of action, powers, and benefits arising from ownership of the Foreground IP, shall be the sole and exclusive property of Dathena, and shall constitute Dathena IP. “Foreground IP” shall mean all rights to inventions, patents, know-how, trademarks, registered designs, copyright and related rights, database rights, design rights, trade secrets, confidential information, rights to use and protect confidential information, in each case whether registered or unregistered, including any rights to apply for and be granted applications for any of the foregoing and any renewals or extensions of, and rights to claim priority from, those rights, and any similar right recognized from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the foregoing, that is generated, invented, developed, obtained, reduced to practice or produced during the course of, or as a result of, these TOS.

 

9. Data protection

9.1. We acknowledge that all data provided, submitted or made available by you and which is then collected, stored, processed by the Services or which are hosted within our servers or on IT infrastructure does not belong to us, and is and will remain your property or the property of the Authorised Users as the case may be. Accordingly, you shall be responsible for any data and the content of any database made available by you in connection with the Services, and for the selection and implementation of procedures and controls regarding access, security, use and transmission of the data. Notwithstanding any of the foregoing, you permit us to use any and all data (not being personal data) provided, submitted or made available by you (including all file metadata and user behaviour data) for (a) our research & development activities, (b) improving our algorithms, and/or (c) improving or enhancing the Services.

 

9.2. Your use of the Services signifies that you consent to us and/or our service provider(s) storing and processing (including the inspection, reproduction and storage of the contents of any files you provide) the data as your data processor or data intermediary under your instructions and on your behalf for the purposes contemplated under these TOS and in accordance with the provisions of the Data Processing Schedule (including facilitating your use of the Services). You acknowledge that we are providing the Services from Singapore, and that our servers and IT infrastructure may be located outside of Singapore. Any data that are provided, submitted or made available by you may be processed and stored in Singapore and/or outside of Singapore. Notwithstanding the foregoing, you acknowledge and agree that we are entitled to store, transfer, process and make copies of the data in any jurisdiction that we deem fit.

 

9.3. You acknowledge and agree that the Authorised Users shall have the discretion to display, disclose, transfer, or share the data with any party the Authorised Users so decides and that we, whether acting on the Authorised User’s instructions or otherwise, shall be permitted to display, disclose, transfer, or share the data with any party which accesses our systems with the proper or recognised access codes. We shall not be responsible or held liable for such display, disclosure, transfer and sharing of the data (including, without limitation, the accuracy, representation or truth of the contents therein).

 

9.4. You shall comply with the Personal Data Protection Act 2012 (“PDPA”), Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and/or any other applicable law relating to data privacy and confidentiality. You shall be responsible for ensuring that all relevant data privacy and confidentiality requirements have been met in respect of the data. You will also not cause us to be in breach of the PDPA and/or other applicable data privacy and confidentiality laws.

 

9.5. You agree that in relation to any personal data which you disclose to us or which we process in connection with your use of the Services:

  • 9.5.1. we are your data intermediary, processing your data on your behalf; and
  • 9.5.2. you represent, warrant and undertake to us that you have obtained (and will continue to maintain) all necessary consents from the Authorised Users to the collection, use, disclosure, processing and transfer of his/her personal data to or by us for the purposes contemplated under these TOS, including facilitating your use of the Services, and that such consents have not been withdrawn or, if applicable, that you are duly authorised to consent on behalf of such individuals to such collection, use, disclosure, processing and transfer and you hereby so consent on their behalf. In this clause, “transfer” shall include, but is not limited to, the transfer of personal data to locations within or outside of Singapore for such purposes necessary for the provision of the Services.

10. Cybersecurity

10.1. You shall ensure that you will have administrative, organisational, physical and technical safeguards to protect against any loss of data, unauthorised or unintended migration of data to unauthorised external computing environments or devices, security breaches or suspected security breaches, unauthorised disclosure, access or use of data, and any other breach involving the compromise of data in your possession.

 

10.2. You shall ensure that your staff (including paid full or part-time staff or voluntary staff) and any replacements for such staff receive adequate cybersecurity awareness training to enable them to operate the Services to the reasonable standard as we may recommend to you from time to time.

 

11. Liability

11.1. In no event will either party be liable to the other or to any third party for any special, indirect, incidental, consequential damage of any nature whatsoever including any indirect loss of profits, loss of revenue, business interruption, loss of goodwill, anticipated savings or business, pure economic loss, loss / corruption / damage of data, loss of opportunity and/or expectation loss, arising out of or in connection with:

  • 11.1.1. These TOS or use of the Services, even if foreseeable or where it has been advised of the possibility of such damages;
  • 11.1.2. any loss of access to or use of the Services, howsoever caused;
  • 11.1.3. any inaccuracy, incompleteness, error or omission in the transmission of the Services;
  • 11.1.4. any delay or interruption in the provision of the Services; or
  • 11.1.5. any decision made or action taken by you or any third party in reliance on the Services.

Our liability to you, whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any and all losses, damage or liabilities caused or arising from any breach, failure or default to perform any of our obligations (whether arising under these TOS or at law) shall not exceed (a) US$100.00 or the minimum amount permitted by applicable law, whichever is higher, if you are a Free Trial user; or (b) the Fee paid by you during the [twelve (12) month] period preceding the incurrence of such liability.

 

12. Force Majeure

12.1. Neither Party shall be liable for any loss, damage or penalty resulting from delays or failures in performance of their obligations under these TOS if the delay or failure results from events beyond the reasonable control of either Party (a “Force Majeure Event”). For the purposes of these TOS, Force Majeure Events shall include, but are not limited to, acts of God, war, hostility, invasion, act of foreign enemies, rebellion, revolution, riots, civil war, disturbances, requisitioning or other acts of civil or military authority, laws, regulations, acts or orders of any governmental authority, body, agency or official, fires, inclement weather, rain or floods (however caused), strikes, lock-outs or other labour disputes, epidemics, pandemics, outbreaks, embargoes, breakdown of equipment, plant or machinery (including, but not limited to, data centre, telecommunications systems and utility services) or other catastrophes affecting the availability of materials or labour necessary for the performance of these TOS.

 

13. Free Trial

13.1. We offer trial subscriptions to use and access certain Services for free for a limited time as stipulated in the applicable Schedules (“Free Trial”). Your ability to use and access the Services during the Free Trial is also limited by the terms stipulated in the applicable Schedules. We reserve the right, in our absolute discretion, to modify or terminate the Free Trial without notice and with no liability to you. Upon expiration or termination of the Free Trial in accordance with Clause 15, your right to access and use the Services shall end immediately.

 

14. Subscription and Payment

14.1. We offer premium versions of certain Services (“Premium Services”) for a recurring subscription fee (“Fee”). Information on our current subscription plans, Fees, and the Premium Services that we may provide under such subscription plans may be found in the applicable Schedules. All quoted Fees exclude Goods & Services Tax, Value Added Tax and any other form of tax associated with sales (“Sales Tax”). We may charge Sales Tax on all Fees to be paid and if charged, you shall pay the Sales Tax. We may change our subscription plans and Fees from time to time. The changes will take effect when notified to you; provided that if you have an active paid subscription, any changes in the Fees will only take effect from your next billing cycle.

 

14.2. You are required to pay the Fees (and Sales Tax, if applicable) corresponding to your selected subscription plan in accordance with the due date, payment method and process stated on our issued invoices, or as otherwise communicated by us from time to time. All subscription fees are billed and payable in full in advance without deduction, withholding, set-off or counterclaim.

 

14.3. In the event that payment is not made by the relevant due date, the outstanding sum shall accrue accordingly [and you will be subject to an additional late payment fee of 2% APR of the outstanding sum (or such sums as may be allowed under applicable law) for every 30 days of outstanding payment]. We reserve the right to disable or terminate your access to the Premium Services (and may do so without notice) for non-payment of the Fees.

 

14.4. You may cancel a Premium Service at any time but any such cancellation will take effect only at the end of your current subscription period, and you will have the same level of access to the Premium Service through the remainder of such subscription period. Upon the effective date of cancellation, all sums (including late payment charges) due, accruing, or payable to us in respect of such Premium Service shall become immediately due and payable.

 

14.5. We may terminate your subscription in accordance with Clause 15.1. In the event we terminate the Service(s) without cause, you may seek from us a refund of your Fees, pro-rated with respect to the Fees paid and the remaining period of subscription. Except as provided above, to the maximum extent permitted by applicable law, all Fees (and Sales Tax, if applicable) paid are non-refundable.

 

15. Termination

15.1. Subject to the provisions of clause 14 above, either party may terminate these TOS and the provision or receipt of the Services at any time without giving any prior notice and without having to ascribe such termination to any cause or provide any reason for the termination.

 

15.2. If you wish to terminate all Services, please follow the instructions on the user interface to access the Tenant Management panel on the user interface and click the “Delete Account” button. If you wish to terminate a particular Service, please contact our sales team for assistance. For the avoidance of doubt, the termination of a Service shall not automatically cause or result in the termination of other Services. These TOS shall terminate or be deemed to have been terminated if all Services provided pursuant to these TOS are terminated.

 

15.3. Termination of a Service or these TOS in its entirety shall be without prejudice to any accrued rights of either party and shall not affect obligations which are expressed not to be affected by termination. At the end of the provision of the Services, we will commence off-boarding of the Services, including the deletion of your account and all data related to your account. Any data you enter into a Service, and any configurations or customisations made to a Service by or for you may be permanently lost. You shall facilitate the off-boarding process, including at our request, destroying and/or returning to us all software and documentation provided in connection with the Services, uninstalling the Services (or any component thereof) from your computers or systems, and/or allowing us to access your computers or systems (remotely or otherwise) to uninstall the Services (or any component thereof) or verify that you have uninstalled the Services (or any component thereof).

 

16. General

16.1. The provisions of these TOS, including the Schedules, form the entire agreement between us in relation to the Services. These TOS are for the benefit of and binds the parties and their successors and assignees. A waiver of a party’s rights shall be in writing and shall not prevent the party’s further exercise of the same or any other right. A failure or delay of us to enforce compliance with any term or condition of these TOS shall not constitute a waiver of such term or condition. The invalidity, illegality or unenforceability of any part of these TOS shall not affect the validity, legality and enforceability of other parts. Nothing in these TOS creates a joint venture, partnership, relationship of employment or agency between the parties. Neither party has authority to contract on behalf of or bind the other. The rights and remedies under these TOS are cumulative and not exclusive of any other right or remedy provided by law or equity. The documents comprising this Agreement will govern in the following order in the event of conflict or inconsistency: (a) these General Terms and Conditions; (b) the Schedules.

 

16.2. We may revise these TOS from time to time, with the most current version available at link. In case of amendments, alterations, additions or deletions made to these TOS, you will be requested to agree to the revised TOS at the moment you login into the product. You will need to confirm your agreement to be bound by the revised TOS to continue access or use the Services.

 

16.3. These TOS shall be governed by and construed in accordance with the laws of the Republic of Singapore. No third party shall have any right to enforce or enjoy the benefit of any of the provisions of these TOS under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore, as may be modified, amended or supplemented from time to time.

 

16.4. In the event of any dispute arising out of or relating to these TOS, we will have the right to elect to resolve the dispute by submitting the dispute to Court or arbitration. If a dispute is to be submitted to Court, parties agree that the Courts of Republic of Singapore shall have exclusive jurisdiction. If a dispute is to be submitted to arbitration, arbitration shall be conducted in Singapore in the English language, before ONE (1) arbitrator and 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 into these TOS.

Data Processing Schedule

The purpose of this Exhibit 1 is to define the conditions under which Dathena is entitled, as a data processor, to process under the Customer’s instructions and on its behalf, Personal Data.

1. Scope and description of the processing: Dathena may have access to Personal Data necessary for the performance of the Services, as follows:

  • a. The types of Personal Data to be Processed: any and all Personal Data to which Dathena has access while performing the Services, and which are determined and controlled by the Customer at its sole discretion.
  • b. Subject matter and duration of the processing of Personal Data: The subject matter and duration of the processing of the Personal Data are set out in this Contract.
  • c. The nature and purpose of the processing of Personal Data: access to, and classification of Personal Data.
  • d. The categories of data subjects to whom the Personal Data relates: Customer’s employees, clients and prospects.

2. Compliance with Regulations: Each Party undertakes to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and Council of 27 April 2016 (hereinafter, the “GDPR”), the French legal and regulatory provisions relating to the processing of personal data notably those following from Law n° 78-17 of 6 January 1978 as modified from time to time, Directive 2002/58/EU of the European Parliament and Council of 12 July 2002, guidelines, opinions, certifications, approvals, recommendations or final court decisions (altogether, the “Regulations”).

 

3. Dathena’s obligations: Dathena undertakes to:

  • a. process the Personal Data only on documented instructions from the Customer, including with regard to transfers of Personal Data to a third country or an international organisation, unless required to do so by European Union or member state law to which Dathena might be subject; in such a case, Dathena shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
    Where Dathena considers that an instruction of the Customer infringes the GDPR or of any other legal provision of the European Union or of member states bearing on data protection, immediately inform the Customer;
  • b. warrant the confidentiality of Personal Data. Dathena acknowledges and agrees that the Personal Data processed under the Agreement is Confidential Information within the meaning of the Agreement;
  • c. ensure that the persons authorised to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality training;
  • d. inform the Customer, in writing beforehand, of any subprocessor processing the Personal Data and of intended changes concerning the addition or replacement of subprocessors. This information must indicate which processing activities are being subcontracted out, the name and contact details of the subprocessor and the dates of the subcontract. The Customer shall then have ten (10) business days from the date on which it receives said information to object thereto. Such sub-contracting is only possible where the Customer has not objected thereto within the agreed timeframe. The subprocessor is obliged to comply with the obligations hereunder on behalf of and on instructions from the Customer. The Customer acknowledges that Dathena shall use the services of Maltem, acting as subprocessor;
  • e. assist the Customer for the fulfilment of its obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR and forward data subjects’ requests it may receive, without undue delay, at the following address: dataprivacy@dathena.io;
  • f. notify the Customer of any Personal Data breach without undue delay after having become aware of it and in any case under twenty-four (24) hours via email at the following address dataprivacy@dathena.io. Said notification shall be sent along with any necessary documentation to enable the Customer, where necessary, to notify this breach to the competent supervisory authority:
  • g. assist the Customer in ensuing compliance with its obligations under the GDPR (including articles 32 to 36);
  • h. implement technical and organisational measures to ensure security of the Personal Data;
  • i. maintain a written record of all categories of processing activities carried out on behalf of the Customer;
  • j. at the choice of the Customer, delete or return all the Personal Data to the Customer at the term of the Agreement, and delete existing copies unless European Union or member state law requires storage of the Personal Data;
  • k. provide the Customer with the necessary documentation for demonstrating compliance with all of its obligations and for allowing the Customer or any other auditor it has authorized to conduct audits, including inspections, and for contributing to such audits.

4. Customer’s obligations: the Customer undertakes to provide Dathena with the Personal Data necessary for the processing and give Dathena only instructions documented in writing and compliant with the Regulations.

 

5. Data transfers: there will be no transfer of Personal data to a third country located outside the European Union. However, in case a transfer of any Personal data shall occur pursuant to the Contract, Dathena ensures that such transfer will be carried out in accordance with the GDPR, in particular by putting in place the necessary framework measures.

 

Schedule 1 – Data and User Risk Assessment

 

1. Service Description

Dathena helps you to get the visibility on your users at risk and sensitive data. Dathena will connect to your Microsoft Tenant and will analyse a sample of your data (depending on your subscription) in order to understand which of your employees have access to sensitive data and personal data. Dathena will then predict the risk associated with each of your employees. This should help you to identify your users and groups at risk and take appropriate remediation actions following a risk-based approach. The analysis is refreshed on a weekly basis. Based on this analysis, Dathena also enables you to optimizes your Microsoft 365 license costs by suggesting which licenses your employees should be assigned to between Microsoft 365 E3 and Microsoft 365 E5. The dashboard is refreshed on a weekly basis.

 

2. Network and System Requirements

To access and use Data and User Risk Assessment, we recommend having the most updated version of web browsers including but not limited to Google Chrome, Firefox, Microsoft Edge.

 

3. Required System Permission and Access

No.

Permission Name

Description

1

Directory.Read.All​

Read the organization’s directory. Required to list the users.

2

Group.Read.All​

Read the group properties and membership. Required to list the users within the groups.

3

Sites.Read.All​

Read the SharePoint sites. Required to discover the sites that will be analysed.

4

User.Read.All​

Read the users in the organization. Required to list the users and their licenses.

5

Sites.FullControl.All​

Read the files' metadata and collect the groups and users access to the files.

Only Full Control allows collecting the accesses.

6

InformationProtectionPolicy.Read.All​

Read the AIP labels.

 

4. Free Trial

4.1. During the Free Trial, you will be able to benefit from the full set of features of Data and User Risk Assessment for a limited period of 2 weeks. Only the last 6 months of data will be analysed.

 

5. Subscription Plan and Fees

5.1. For paid subscriptions, the last 12 months of data will be analysed at the start of the subscription. The data being created or modified after the subscription start date will be added in scope of the analysis.

 

5.2. The Fees are as follows:

Plan

Description

Price for Annual Subscription

Free Trial

For everyone

2 weeks at no cost

Standard

Less than 500 employees

$375 USD/month

Plus

From 500 to 1,000 employees

$600 USD/month

Advanced

From 1,000 to 2,000

$1,128 USD/month

Enterprise

More than 2,000 employees

Customized Rates

 

  • All Fees quoted exclude Sales Tax which would be charged or added on as appropriate

  • Each subscription period shall be for a duration of 12 months. During a subscription period, you shall not be permitted to change from a higher plan to a lower plan (e.g. from “Advanced” to “Plus” or to “Standard”). You may, however, change to a higher plan from a lower plan (e.g. from “Advanced” to “Enterprise”). If you change to a higher plan, we will invoice you for the difference in price for the remaining months of your subscription period.

  • Fees or additional Fees (as the case may be) are to be paid in advance prior to the commencement of (a) the subscription period, or (b) the higher plan, as the case may be. The manner of payment shall be as stipulated in our invoice.

Schedule 2 – External File Sharing Management

1. Service Description

External File Sharing management helps users identify the files shared externally In Office 365 and allow them to revoke the file’s access or mark them as exceptions if they are legitimately shared. Dathena provides key metrics (Personal data and risk) on files and guests (external user) to help our users investigate and prioritise their remediation action right from the UI. The dashboard is refreshed on a weekly basis.

 

2. Network and System Requirements

 

3. To access and use External File Sharing Management, we recommend having the most updated version of web browsers including but not limited to Google Chrome, Firefox, Microsoft Edge.

 

4. Required System Permission and Access

 No.

Permission Name

Description

 1

Directory.Read.All​

Read the organization’s directory. Required to list the users.

 2

Group.Read.All​

Read the group properties and membership. Required to list the users within the groups.

 3

Sites.Read.All​

Read the SharePoint sites. Required to discover the sites that will be analysed.

 4

User.Read.All​

Read the users in the organization. Required to list the users and their licenses.

 5

Sites.FullControl.All​

Read the files' metadata and collect the groups and users access to the files.

Only FullControl allows collecting the accesses.

 6

InformationProtectionPolicy.Read.All​

Read the AIP labels.

 7

GroupMember.ReadWrite.All

Allow Dathena to revoke the accesses after the user has selected the files to revoke the permission.



5. Free Trial
5.1. During the Free Trial, you will be able to benefit from the full set of features of External File Sharing Management for a limited period of 2 weeks.

6. Subscription Plan and Fees
6.1. For paid subscriptions, you will be able to benefit from the full set of features of External File Sharing Management.

6.2. The Fees are as follows:

Plan

Description

Price

Free Trial

For everyone

2 weeks at no cost

Standard

Less than 500 employees

$750 USD/month

Plus

From 500 to 1,000 employees

$1,200 USD/month

Advanced

From 1,000 to 2,000

$2,256 USD/month

Enterprise

More than 2,000 employees

Customized Rates

  • All Fees quoted exclude Sales Tax which would be charged or added on as appropriate

  • Each subscription period shall be for a duration of 12 months. During a subscription period, you shall not be permitted to change from a higher plan to a lower plan (e.g. from “Advanced” to “Plus” or to “Standard”). You may, however, change to a higher plan from a lower plan (e.g. from “Advanced” to “Enterprise”). If you change to a higher plan, we will invoice you for the difference in price for the remaining months of your subscription period.

  • Fees or additional Fees (as the case may be) are to be paid in advance prior to the commencement of (a) the subscription period, or (b) the higher plan, as the case may be. The manner of payment shall be as stipulated in our invoice.

Schedule 3 – Augmented Data Protection (“ADP Service”)


1. Service Description
1.1. Dathena automatically identifies sensitive data and helps you to easily create Data Protection Policies within Microsoft Information Protection (Azure Information Protection and Azure Data Loss Prevention) leveraging Dathena’s metadata tag and Dathena’s dictionary. The dashboard is refreshed on a weekly basis.

2. Network and System Requirements

3. To access and use Augmented Data Protection, we recommend having the most updated version of web browsers including but not limited to Google Chrome, Firefox, Microsoft Edge.


4. Additional Materials
4.1. We may provide you from time to time with computer scripts and/or other pieces of software (“Additional Materials”) to be used together with the ADP Service. You shall permit us to download the Additional Materials to your computers or systems. Subject to the terms of this Agreement, for the duration of the Free Trial and subscription period, we grant you a limited, non-exclusive, royalty-free, non-transferable, revocable, license and right to use the Additional Materials for the Authorised Purposes only.

5. Required System Permission and Access

No.

Permission Name

Description

1

Directory.Read.All​

Read the organization’s directory. Required to list the users.

2

Group.Read.All​

Read the group properties and membership. Required to list the users within the groups.

3

Sites.Read.All​

Read the SharePoint sites. Required to discover the sites that will be analysed.

4

User.Read.All​

Read the users in the organization. Required to list the users and their licenses.

5

Sites.FullControl.All​

Read the files' metadata and collect the groups and users access to the files.

Only FullControl allows collecting the accesses.

6

InformationProtectionPolicy.Read.All​

Read the AIP labels.

7

Content.SuperUser​

Allow Dathena to tag the files.

8

Content.Writer​

9

UnifiedPolicy.TenantRead​


6. Free Trial
6.1. During the Free Trial, you will be able to benefit from the full set of features of ADP Service for a limited period of 2 weeks. Only the last 6 months of data will be analysed and you will only be able to protect a limited volume of files.

7. Subscription Plan and Fees
7.1. For paid subscriptions, the last 12 months of data will be analysed at the start of the subscription. The data being created or modified after the subscription start date will be added in scope of the analysis.

7.2. By subscribing to Dathena Augmented Data Protection you will be able to extend the scope of files you can protect.

7.3. The Fees are as follows:

Plan

Description

No. of Data Protection Rules

Price

Free Trial

For everyone

2

2 weeks at no cost

Standard

Less than 500 employees

5

$750 USD/month

Plus

From 500 to 1,000 employees

10

$1,200 USD/month

Advanced

From 1,000 to 2,000

15

$2,256 USD/month

Enterprise

More than 2,000 employees

Custom

Customized Rates

  •  All Fees quoted exclude Sales Tax which would be charged or added on as appropriate

  • Each subscription period shall be for a duration of 12 months. During a subscription period, you shall not be permitted to change from a higher plan to a lower plan (e.g. from “Advanced” to “Plus” or to “Standard”). You may, however, change to a higher plan from a lower plan (e.g. from “Advanced” to “Enterprise”). If you change to a higher plan, we will invoice you for the difference in price for the remaining months of your subscription period.

  • Fees or additional Fees (as the case may be) are to be paid in advance prior to the commencement of (a) the subscription period, or (b) the higher plan, as the case may be. The manner of payment shall be as stipulated in our invoice.