All rules, rights, and obligations regarding the use of Prota Software’s digital products and services are specified on this page.
By executing the Order Form and/or by clicking on the “I Accept”, “I Agree”, “Install” or any similar button or checking the “I Accept” or any similar box at the end of the installation process and/or by installing or using the Software and/or by accepting and installing any further updates or versions or releases of the Software and/or by making payments of such license fees as are due under the Order Form, the Customer hereby unequivocally accepts and agrees to be bound by these Terms and Conditions of Software License and affirms that its installation and use of the Software is permitted under the law and is in accordance with the Terms and Conditions hereto.
The Customer also agrees that the Terms and Conditions hereto are to supersede any and all previous Agreements and/or Terms and Conditions existing between the Customer and PROTA, save for the Order Form for the Software executed in tandem with this Agreement.
The Customer hereby agrees and acknowledges that the grant of any license by PROTA to the Customer is subject always to the Customer’s acceptance of these Terms and Conditions and/or such further terms as stipulated in the Order Form and the same includes any further amendments or updates that may be made to these Terms & Conditions and/or the Order Form.
In instances of any inconsistency between these Terms and Conditions and any other document including the Order Form, these Terms and Conditions shall prevail.
Subject to the terms and conditions set forth herein, PROTA hereby grants the Customer a non- exclusive, non-transferable, non-assignable right to access, install and use the Software in the Territory during the Licensing Term, in which the licensing structure for the Software shall be one of two types (as below) and shall be stipulated on the Order Form:-
The Customer shall pay a one-off fee to PROTA for the license to use the Software and this license shall continue in perpetuity, subject to Clause 5 of these Terms and Conditions; or
The Customer shall pay a recurring subscription fee to PROTA, for such duration and for a fixed period of usage as shall be stipulated on the Order Form, subject to Clause of these Terms and Conditions.
Notwithstanding the above, in the event the Software is identified as the following version(s), the following relevant sub-clauses shall apply:
The Customer is permitted to download, install, access and use the Software on a single computer for educational and learning purposes only. The Software may not be used for commercial, professional, commercial training or other for profit or business purposes.
The Customer is permitted to download, install, access and use the Software on a single computer for a period of thirty (30) days for evaluation purpose only or unless otherwise specified by PROTA in writing. The Software may not be used for commercial, professional or other for profit or business purposes.
The Customer is permitted to download, install, access and use the Software over a term as specified in the Order Form. If no specific term is provided in the Order Form, the license shall automatically expire after thirty (30) days upon the first installation of the Software.
The fees due to PROTA for the use and/or subscription of the Software and the Services shall be the price as specified in the Order Form, unless as agreed otherwise between the Parties, in writing. The Customer acknowledges and agrees that the price stated in the Order Form shall be exclusive of goods and services tax and any other taxes, duties and charges which may be applicable unless otherwise indicated. PROTA reserves its right to revise the prices from time to time after taking into account any cost adjustments related to the Software or the Services, which occurs between the Order Date and the delivery date of the Software. The applicable fees and/or payments shall be referred to as “Fees” for the purpose of this Agreement.
Unless otherwise specified in the Order Form, the Fees, be it in relation to the licensing fees, support and maintenance and training fees or any other applicable payment or charges, are all due on the Order Date, either to PROTA or to an Authorised Distributor of PROTA. Any License Key or access granted to the Customer shall be temporary until receipt by PROTA of the full Fees due and owing to PROTA as per the Order Form. All payments made by the Customer to PROTA are non-refundable. Without prejudice to PROTA’s other rights, in the event the Customer fails to pay any amount due and owing to PROTA by or on the due date, PROTA shall have the absolute right to:
The Software is made accessible to the Customer in a machine-readable format (“Object Code”) on data storage media by PROTA or its Authorised Distributor, or PROTA may provide the Software in the form of an Internet download.
In the event a third party (including any Authorised Distributor) is appointed for the installation of the Software, PROTA shall in no event be held liable for the non-performance or non-delivery of services provided by such third party and the Customer shall not be entitled to delay any payments due and owing to PROTA as per the Order Form.
The title and risk to the Software shall pass to the Customer on delivery of the Software. In the event the Software or any equipment in which the Software is installed is lost or stolen, the Customer shall within three (3) days by way of written notification inform PROTA of the occurrence of such event, so that PROTA may suspend the licence for the use of the Software. In such event, PROTA may agree to allow the Customer to continue using the Software by granting another Licence Key to the Customer subject to the payment of Fees based on PROTA’s standard price list at the date of delivery.
The Licensing Term shall commence on the Order Date and by reference to the Order Form if it states as such shall continue in perpetuity unless earlier terminated by either Party in accordance with Clause 9.
The Licensing Term shall commence on the Order Date for the term as stipulated in the Order Form, and shall automatically renew for a subsequent term of not less than the previous agreed Licensing Term as per the Order Form, at the prevailing market rate of the Software License at the time of renewal, unless earlier terminated by either Party in accordance with Clause 9. Payment for the renewal of the said License shall automatically become due to PROTA 30 days prior to the expiry of the current Licensing Term, and the Customer hereby acknowledges and agrees that PROTA may collect payment from the Customer by any reasonable means, including but not limited to processing automatic renewal payments using the credit or debit card or such other banking details provided to PROTA by the Customer. The Customer further acknowledges and agrees to be bound by its recurring payment obligations to PROTA, in which the entire cumulative value of the License shall immediately become due and owing to PROTA in the event of one (1) missed recurring payment at the time the same is due, and that PROTA is entitled to take all such actions as may be reasonably necessary to recover the total sum due and owing to it.
For the avoidance of doubt, both the Perpetual Licence and the Time-based Recurring Licence shall be granted by PROTA by reference to the Order Form whereby each of these licences remain distinct and exclusive of the other. At no event shall the licences described in sub-clauses 2.2(a), (b) or (c) are to be construed to be a part of or comprising within Perpetual Licence or Time-based Recurring Licence. The licences set forth in sub-clauses 2.2(a), (b) or (c) are limited in their scope and shall only be granted by PROTA in specific and exceptional circumstances and unless indicated as such, any licence granted by PROTA shall only take the shape and form of either a Perpetual Licence or a Time-based Recurring Licence, as set out in the Order Form.
The Customer acknowledges and agrees that the licence granted by PROTA to the Customer for the use of the Software shall be limited to and confined to such use only for the Customer and not any other person. The Customer shall not, in any manner or circumstances, modify, copy, distribute, lease, transmit, display, perform, reproduce, publish, license, reverse engineer, create derivative works from, transfer, sell or otherwise assign the Software to any person unless with the express written consent of PROTA. Notwithstanding the above, the Customer is permitted to grant access to the Software to the following parties subject to any limitation on the number of users for any applicable Licence:
The Customer shall not, under any circumstances, do or permit or authorise or cause whether directly or indirectly the following to be done:-
Any misuse of the Software as listed in Clause 6.2 abovementioned shall be deemed to be a material breach of these Terms and Conditions of Use and PROTA shall have the right to terminate the license granted to such Customer with immediate effect, and to take such steps including, but not limited to, remotely terminating, suspending and/or blocking the Customer’s further access to PROTA’s servers and/or Software and/or to take such steps or pursue recourse or remedies available to protect PROTA’s contractual and/or IP rights.
The Customer shall uninstall the Software and take all necessary steps to prevent the Software from being made available to or from falling into the hands of any third parties other than those specified in Clause 6.1 (a) – (c) prior to any disposal of equipment on which the Software is installed. Any failure to adhere to this Clause shall be deemed to be a Misuse of the Software on the part of the Customer.
Subject to the payment of an additional fee for each License Key as enumerated in the Order Form by the Customer (“Support and Maintenance Fee”), the following Support and Maintenance Services shall be provided to the Customer, either by PROTA directly or by an Authorised Distributor:
Subject to the payment of the initial Support and Maintenance Fee as per the Order Form, the Support and Maintenance Term shall commence from the beginning of the month following the Order Date and shall continue until the last date as enumerated in the Order Form. The Support and Maintenance Services provided by PROTA shall be deemed to be automatically renewed for a period of one (1) year on each anniversary of the last date as enumerated in the Order Form, unless earlier terminated by either party in writing. In this regard, the party intending to terminate the Support and Maintenance Services shall furnish to the other Party a written notification of its intention to terminate the same at least fourteen (14) days prior to the automatic renewal date as abovementioned.
Where the Support and/or Maintenance Services are provided to the Customer through Authorised Distributors of PROTA, the Customer shall liaise or communicate directly with the Authorised Distributor in question for the provisioning of the Support and/or Maintenance Services. Where an Authorised Distributor which was previously providing the Services to the Customer ceases to operate its business for any reason, PROTA may take over the provision of the Services to the Customer directly, upon receipt of a written request from the Customer. This may be subject to an additional fee payable to Prota for these Services.
Subject to the payment of a separate fee for training which shall be based on PROTA’s standard rates as of the Order Date, or as otherwise stipulated in the Order Form, PROTA shall provide training to the Customer or its employees for the use of the Software. The types of training to be provided and the training date shall be in accordance with the details enumerated in the Order Form.
Either Party may terminate the License granted under these Terms and Conditions by giving the other Party thirty (30) days written notice upon occurrence of the following events:
PROTA shall further be entitled to terminate the Agreement in the event the Customer breaches any of the Intellectual Property and confidentiality obligations pursuant to Clauses 10 and 12 or in the event the Customer is in breach of its payment obligations to PROTA under these Terms and Conditions and/or the Order Form. The Customer hereby agrees and acknowledges that termination or expiration of the Agreement shall not release the Customer from any obligations owed to PROTA that have accrued prior to the date of such termination or expiration.
The Customer acknowledges and agrees that all Intellectual Property Rights as defined in Clause 1 of these Terms and Conditions shall at all times remain the property of PROTA and/or its licensors. Except as expressly provided in these Terms and Conditions, PROTA does not grant any express or implied rights to the Customer for the use of the Software other than as a license as stipulated in this agreement. This Clause 10 shall survive the termination, for any reason, of the License granted under these Terms and Conditions and/or Order Form.
The Software may contain certain components subject to the terms of use and/or license of separate open-source software (“Open-Source Software”) provided by third parties. PROTA’s use of any such Open-Source Software components is within the terms of use and/or license of the applicable Open-Source Software components. The terms of use and/or license of such Open-Source Software shall apply to these Terms and Conditions in respect of any terms governing the prohibition of reverse engineering and/or modification and/or similar treatment of the Software to gain access to the Source Code. This Clause 11 shall survive the termination, for any reason, of the License granted under these Terms and Conditions and/or Order Form.
The Customer acknowledges and agrees that the Software and any documents associated with the Software are confidential and proprietary to PROTA and/or its licensors (as the case may be). The Customer agrees to keep all information obtained from PROTA in relation to the Software confidential by exercising all such care as may be reasonably required to prevent any unauthorised disclosure of the same. Notwithstanding the above, the Customer shall not disclose, divulge, distribute, publish, transmit or transfer any information related to the Software to any third party or use the Software for any purpose whatsoever other than as expressly authorised by these Terms and Conditions. The Customer shall make its best efforts to ensure that the Software is kept secure and prevent unauthorised access thereto and/or any copying or use thereof. The Customer further agrees to immediately notify PROTA in the event it becomes aware of any unauthorised possession, use, transfer or sale of the Software by any person or entity without a valid license. This Clause 12 shall survive the termination, for any reason, of the License granted under these Terms and Conditions and/or Order Form.
Subject to the limitations and conditions set forth herein, PROTA represents and warrants that the Software licensed to the Customer shall perform in accordance with the product specification for a period of ninety (90) days from the Order Date. PROTA’s sole obligation and liability under this Clause 13 shall be limited to undertaking reasonable efforts to correct defects in the Software or to provide a duplicate copy of the existing Software licensed to the Customer to remedy such defects, in accordance with the Order Form. This Clause 13 shall in no circumstance entitle the Customer to a new main release or new version of the Software. The Customer further agrees that PROTA shall have no obligation to perform any work or provide any Software under this warranty Clause if the Customer is in default of any payment due pursuant to these Terms and Conditions and/or Order Form. Unless stated otherwise, PROTA does not warrant that the Software is completely free of any errors, defects, or bugs or that Customer will be able to operate the Software without any problems or interruptions. PROTA also does not warrant that the Software shall be completely invulnerable from any cyber-attacks or cybersecurity breaches that may occur towards the Software or the equipment that the Software is installed on.
Subject to the obligations of the Customer as set forth herein, the Customer further represents and warrants that:-
14.1 Save as provided in Clause 13 of these Terms and Conditions and to the furthest extent permitted by law, all other warranties, whether expressed or implied, or any implied warranty of merchantability or fitness for a particular purpose are hereby excluded. Save as expressly provided for in these Terms and Conditions, PROTA shall not be liable for any damages, loss or claims, including without limitation indirect, consequential, punitive or special damages, or for loss of profit, use, business, revenue, goodwill or anticipated savings, or for any interruption of business or for any failure of security mechanisms or for any damage to or failure of any device and/or machine. The foregoing also includes circumstances where the installation and/or any subsequent Support and/or Maintenance Services are provided by an Authorised Distributor of PROTA.
14.2 Further, PROTA shall not be liable for damages of any kind arising out of or in connection with any works developed by the Customer or other Parties permitted to access and use the Software.
14.3 PROTA shall not be held responsible and/or liable for the continuation and/or continued performance of any License and/or Software in the following circumstances:-
14.4 For the avoidance of doubt, PROTA shall not be liable to the Customer for any indirect losses and damages, including but not limited to consequential loss, loss of business, loss of profits or in any event, any other losses which are remote and unforeseeable.
14.5 In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and PROTA becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the total License fees received from the Customer pursuant to the Order Form.
14.6 This Clause 14 shall survive the termination, for any reason, of the License granted under these Terms and Conditions and/or Order Form.
15.1 The Customer agrees to indemnify, hold harmless and defend PROTA and its licensors, their respective officers, directors, members, employees, affiliates, shareholders, agents, successors, representatives, and assigns from and against any claims or suits, including reasonable legal fees, which arise or result from the use of the Software, breach of any terms and conditions of the Agreement, or use of the Software in violation of any applicable law.
15.2 Similarly, PROTA agrees to indemnify, hold harmless and defend the Customer from and against any claims or suits, including reasonable legal fees, which arise or result from claim that the use of the Software infringes or violates any copyright or patent of a third party. In this regard, PROTA may at its sole option and expense:
15.3 The Customer acknowledges that the foregoing remedies shall be the sole and exclusive remedies in the event of a successful third-party claim of infringement. PROTA shall have no liability to the Customer if any infringement is based upon:
No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party in relation to any other provision of this Agreement, nor shall any waiver of such right operate as a waiver of any subsequent breach of the same provision by the other party.
17.1 During the Licensing Term , the Customer expressly consents and agrees that PROTA may conduct an electronic audit by utilising the remote audit functionality of the Software installed without any notice to the Customer. Such electronic audits shall not however limit PROTA’s right to conduct further audits through non-electronic and/or physical means.
17.2 In the event PROTA decides to conduct a physical audit, PROTA may by giving no less than twenty-four (24) hours written notice to the Customer whether via post, fax and/or email or otherwise, audit or appoint its external auditor or any other authorised person to audit all books, records, and computing devices and/or machines and/or equipment of the Customer which are within the control, possession or custody of the Customer or placed in the Customer’s premises or elsewhere to determine the Customer’s compliance with these Terms and Conditions and payment of the applicable Fees, if any, for the Software. In the event that any such audit reveals an underpayment of more than five per centum (5%) of the Fees due to PROTA in the period being audited, or that the Customer has breached any term of the Agreement, then, in addition to any other rights and remedies PROTA may have, the Customer shall pay to PROTA any underpayments plus the cost of the audit or costs related to and leading up to the audit including but not limited to investigation and legal fees incurred by PROTA, within five (5) working days of the completion of such audit unless as otherwise mutually agreed by the Parties in writing. The Customer acknowledges and agrees that any data collected by PROTA through an audit, by any means, shows and shall constitute evidence of use of the Software by the Customer.
18.1 The Customer hereby acknowledges and agrees that during the Licensing Term or for the period of time that the Software is installed on or used on any device and/or machine and/or equipment belonging to the Customer or whenever the Customer is connected to any of PROTA’s online servers, to the extent permitted by law PROTA may monitor and/or collect and/or store certain data for the following purposes:-
18.2 This data includes but is not limited to the MAC Address of the device and/or machine and/or equipment the Software is installed on, the IP address of the server used to access the Software, domain names, project names, user names and logs, License Key used to access the Software and any other data and/or information which is deemed necessary and/or permitted for PROTA’s collation for the aforesaid purposes.
18.3 The Customer further acknowledges and agrees that the data collected and processed by PROTA may be shared with its Authorised Distributors, to the extent permitted by law.
18.4 PROTA’s privacy policy in respect of the processing of personal data may be accessed at and is incorporated herein by virtue of this Clause 18.
Neither Party shall be liable for any delay or failure to perform its contractual / professional obligations in respect of this Agreement if such delay or failure is due to an act, omission or circumstance over which neither party could not reasonably have exercised control or could not, by reasonable diligence, have avoided (“Force Majeure Event”). Force Majeure Events shall include, but shall not be limited to, acts of God (including fire, floods or any other natural disasters) acts of Government or any regulatory or statutory bodies, any epidemics, and / or any acts of war, insurrection, terrorism or riots. If any delays or failures caused by a Force Majeure Event continuous for a period of more than thirty (30) days, then either Party shall have the right to terminate the Agreement which the Force Majeure Event has affected in the manner as abovementioned, by giving fourteen (14) days written notice to the other Party. However this exception shall not apply to any payment obligations for amounts outstanding and/or due to PROTA that had accrued as of the date of the Force Majeure Event.
20.1 These Terms and Conditions and other documents referred to herein (including but not limited to the Order Form) constitute the entire agreement of the Parties with respect to the subject matter. It constitutes the only conduct relied on by the Parties (and supersedes all earlier conduct by the Parties).
21.1 Unless otherwise specified by PROTA in writing, neither the obligations under these Terms and Conditions and/or terms of the Order Form nor the license(s) granted pursuant to the same may be assigned, sublicensed or otherwise transferred by the Customer to any other person without prior written consent of PROTA. Any such assignment without prior written consent of PROTA shall be void and of no effect. Subject to the foregoing, the entire Agreement as per Clause 20 above shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
22.1 No failure to exercise and no delay in exercising any right, power or remedy under these Terms and Conditions and/or Order Form will operate as a waiver. Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
23.1 Any provision of these Terms and Conditions and/or Order Form which is prohibited or unenforceable in any jurisdiction will be ineffective in that jurisdiction to the extent of the prohibition or unenforceability and will not invalidate the remaining provisions of the same nor affect the validity or enforceability of that provision in any other jurisdiction.
24.1 Time wherever mentioned shall be of the essence of these Terms and Conditions and/or Order Form, both as regard to the dates and periods specifically mentioned and as to any further dates and periods as may be agreed in writing between the Parties.
25.1 These Terms and Conditions and/or Order Form are governed by and construed in accordance with the laws of Singapore and the Parties agree to submit to the non-exclusive jurisdiction of the courts of Singapore, unless as otherwise agreed by the Parties in writing.