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”) governs the use of the Services (as described in Part 2 below) by the company or entity which made the application (“You”, “Your”). The Services are provided by Dathena Science Pte. Ltd. (“We”, “Us”, “Our”, “Dathena”). By using the Services, you agree to and accept these TOS
The Services will be on-boarded (i.e. tenant configuration) with or on your designated systems. As part of the on-boarding process, we will:
You will cooperate and abide with reasonable directions from us in relation to the on-boarding and off-boarding of the Services. Failure to do so may result in us being unable to provide the Services.
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. We may from time to time update, upgrade or make changes to the Services, including to comply with any applicable laws and regulations.
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.
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.
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 access and use the Services for your internal corporate purposes in connection with analysing the nature of your data, which of your personnel has access to your sensitive files and managing your Microsoft Enterprise licences (“Authorised Purposes”). All express or implied rights to the Services not specifically granted herein are expressly reserved to us
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.
You shall not (and will not cause, permit or assist a third party to):
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.
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.
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.
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, elect not to respond to your request for assistance. We do not promise that the assistance would be provided in a timely manner.
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.
To the maximum extent permitted by law, we make no guarantee, representation or warranty and expressly disclaim liability (whether to you or any person):
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 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
You agree that our Services are not intended to be a substitute for any professional judgment and you (and/or your Authorised Users) are to exercise due care and caution in using the Services and any data or information 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 or information transmitted or received through the Services
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.
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.
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:
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.
You agree that we may amend and/or vary these TOS from time to time and at any time. Any amendment to or variation of these TOS would take effect 5 days after we have notified you of the changes
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 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.
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.
Unless otherwise agreed to in writing by us, you shall not:
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.
Without prejudice to Clause 9.1 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.
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.
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 for the purposes contemplated under these TOS, 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.
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).
You shall comply with the Personal Data Protection Act 2012 (“PDPA”) 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
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:
You shall ensure that you will have administrative, organizational, 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.
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.
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:
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 S$100.00.
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
If you wish to terminate the Services and these TOS, please follow the instructions on the user interface to access the Tenant Management panel on the user interface and click the “Delete Account” button.
Termination of these TOS 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. 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).
The provisions of these TOS, including the schedules, form the entire agreement between us in relation to the Services. No amendments, alterations, additions or deletions shall be made to these TOS unless the same is agreed to by the parties in writing. 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.
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.
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.
Service Description: Dathena optimizes your Microsoft 365 license costs by suggesting which licenses your employees should be assigned to between Microsoft 365 E3 and Microsoft 365 E5. Dathena will connect to your Microsoft Tenant and will analyse a sample of your data in order to understand which of your employees have access to sensitive data. Dathena will then predict the risk associated with each of your employees. Dathena considers that your employees at risk should be assigned E5 license whereas your less sensitive employees should be assigned E3 license. This is based on the set of security features available in each license plan. You should adjust this recommendation based on your risk appetite and regulatory constraints.