Terms and Conditions
1. Payments
1.1 Rakuten Insight shall pay Vendor Fees set forth in this Purchase Order (“PO”) and its bank transfer fee. All amounts payable hereunder by Rakuten Insight include any taxes, including without limitation, sales, use, excise, withholding, value-added or similar taxes or duties imposed by any tax authority (“Taxes”).
1.2 An invoice will be issued upon Rakuten Insight confirms the completion of the Services. All invoices are due no sooner than thirty (30) days of receipt of an invoice that is reasonably satisfactory to Rakuten Insight in form and content.
1.3 Vendor shall incur costs of, including but not limited to, facilities, data, equipment, software, tools, materials, and other resources reasonably required to perform the Services.
2. Non-Solicitation
Either party shall not, whether directly or indirectly, solicit, recruit or hire (collectively “Solicit”), or attempt to Solicit the other party and its affiliate’s members, including but not limited to employee and/or member panel of the other party, during the Duration of this PO and for 1 (one) year thereafter, on behalf of itself or any third party.
3. Data Protection
3.1 Any information that is disclosed under this PO by a party (“Disclosing Party”) to the other party (“Receiving Party”) (“Confidential Information”) shall be treated as confidential. Receiving Party shall protect and preserve Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, and shall not use, disclose to or permit any third party to use Confidential Information except to its, its affiliates’ and its Subcontractor’s employees, directors, officers or advisors who have a need to know to exercise its right or perform the obligation under this PO to the extent permitted by applicable laws.
3.2 Vendor shall collect, use, access, maintain, disclose or share data, including but not limited to personal data defined in GDPR of respondents, Deliverables and any derivative data, only for the purposes to conduct the Services in compliance with any applicable data protection laws, marketing research industry guidelines/codes and Rakuten Insight’s instructions (collectively “Guidelines”), and this PO.
3.3 If and to the extent required by applicable privacy related law and/or Guidelines, Vendor undertakes that, in connection with this PO, it will: (a)manage, maintain, and comply with a privacy policy which is compliant with any applicable privacy laws and Guidelines during the Duration of this PO, and (b) obtain all necessary consents of respondents in surveys and questionnaires.
4. Ownership
4.1 Rakuten Insight and its client shall solely own all right, title, and interested in and to the questionnaires and questions developed by Vendor and its Subcontractors for Rakuten Insight and all Deliverables. Vendor shall not use, sell, or disclose for its own benefit the Deliverables, any other data, results, analyses, or other work products resulting from the Services and Rakuten Insight’s intellectual property rights beyond the Vendor’s own internal purposes for the provision of Services and any relevant legal dispute.
4.2 Both parties agree that any intellectual property rights, including but not limited to software, technologies, systems, methodologies, and know-how, developed, and acquired by one party or its licensors prior to the commencement or independently of this PO, that are adopted in the Services are and shall remain the sole property of such party or its licensor.
4.3 Vendor shall not infringe intellectual property rights of any third party and shall indemnify, defend and hold harmless Rakuten Insight and each of their respective officers, directors, employees and agents from and against all claims and resulting liabilities, losses, damages, cost and expenses of any kind, including reasonable attorneys’ fees, to the extent arising out of any infringement of a third party’s property rights in Services and Deliverables.
5. Public Statement
Neither party shall (orally or in writing) publicly disclose, issue any press release, or make any other public statement, with the name, logo or trademark of the other party, concerning the existence of this PO or any business relationship with the other party without the prior written approval of such party.
6. Subcontracting
6.1 Vendor shall not subcontract or otherwise delegate any Services or other obligation and responsibility to be performed or owed under this PO to any third party without the prior written consent of Rakuten Insight.
6.2 All services performed by subcontractors which has been accepted by Rakuten Insight under 6.1 above (“Subcontractors”) shall be deemed Services performed by the Vendor, and the Vendor shall remain at all times primarily and fully liable for its respective obligations and responsibilities under this PO.
7. Indemnification and Liability
7.1 Vendor shall defend, indemnify and hold harmless Rakuten Insight and its directors, officers, employees and affiliates against all claims and resulting liabilities, losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees, arising out of any breach or violation of the Vendor, its affiliates and Subcontractors against applicable laws and this PO.
7.2 Vendor shall be liable for any and all losses, damages, costs and expenses of any kind, including reasonable attorneys’ fees, incurred by Rakuten Insight arising out of any breach or violation of applicable laws and/or this PO by the Vendor, its affiliates and Subcontractors.
8. Force Majeure
8.1 Neither party shall be responsible for delays or failures in the performance of this PO resulting from events beyond its reasonable control, including but not limited to riots, rebellions, military action, any governmental acts and omissions such as currency and trade restriction, epidemic, pandemic, acts of God and similar occurrences (collectively “Events”) and without its fault or negligence.
8.2 The party claiming such Events conditions (“Claiming Party”) shall notify the other party as promptly as practicable after it becomes aware of the occurrence of such conditions, and shall exercise reasonable efforts to mitigate the extent of the delay or failure of its performance.
8.3 This PO may be terminated if (A) Claiming Party is unable to resolve such Events and fulfill its obligations pursuant to this PO within Thirty (30) consecutive days, or (B) Rakuten Insight reasonably determines it difficult to continue the transactional relationship under this PO due to the occurrence of Events.
9. Miscellaneous
9.1 In the event of any conflict between this PO and any other effective agreements, pertaining to the provision of Services, lawfully executed by both parties prior to the commencement of this PO (“Pre-Existing Agreement”), the terms of Pre-Existing Agreement shall prevail, and the terms of this PO shall have in no effect as long as Pre-Existing Agreement remains valid and in force
9.2 All capitalized terms not defined in this PO shall be defined in respective ordering e-mail or ordering form.
10. Governing Law and Arbitration
Any dispute arising out of or in connection with this PO shall be finally settled in Singapore in accordance with the laws ofAny dispute arising out of or in connection with this PO shall be finally settled in Singapore in accordance with the laws of Singapore. Such arbitration shall be administered by the Singapore International Arbitration Centre (SIAC). The language of the arbitration shall be English.
Established: November 1, 2023