IDEM LABS PTE LTD (Known as: Idem Hospitality) is a private limited company registered in Singapore (UEN No. 201619275D) (“Idem” or “we”) which owns and operates the websites www.idemlabs.com, www.idem.events and related mobile applications (the “Sites”).
Persons who are not of the age of majority are not eligible to use the Sites, and we ask that no information in relation to such persons be submitted to us. By visiting our Sites and accepting these Terms, you represent and warrant to Idem that you have reached the age of majority in your jurisdiction, and that you have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to Idem that you will use our Sites in a manner consistent with any and all applicable laws and regulations.
Idem’s services will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of Idem’s services.
1.1 Idem operates the Sites which provide services to:
1.1.1 owners, managers, and staff of Hotels (“Hotels”) and event venues (“Venues”) who subscribe to the Sites (“ A Users”);
1.1.2 third-party event planners who are provided a User Account within the Sites (“B Users”); and
1.1.3 members of the public (“C Users”).
1.2 The Sites allow Users to perform various tasks including, but not limited to, the following:
Room block management (group reservations solution)
1.2.1 A & B Users may set-up, view, edit, and manage room blocks for group reservations;
1.2.2 A & B Users may invite A or B Users to collaborate on setting up, viewing, editing or managing the room blocks for group reservations;
1.2.3 A & B Users may create custom branded group reservation websites for C Users to process their reservations online;
1.2.4 Collate and manage data for multiple groups within their Hotels and Venues (each a “Group”) such as: group and event names, event dates, number of guests, reservation details, event planner details, guest reservation data, financial transaction data and other group requirements (“Group Data”);
1.2.5 A and B Users may upload documents to be shared with each other; and
1.2.6 A and B Users may access reports to enhance their business objectives,
(together the “Room Block Management Services”).
Event & hotel attendance
1.2.7 Browse, search, view upcoming group blocks;
1.2.8 Make room reservations;
1.2.9 Receive event invites & updates;
1.2.10 Tag themselves at Hotels, Venues and events;
1.2.11 Upload directly to social media platforms via the Sites; and
1.2.12 Any additional services offered from time to time,
(together the “Public Services”).
1.3 The Room Block Management Services, and Public Services are collectively known as the “ Services”.
2. User account
2.1 To access certain Services offered on or through the Sites, you may be required to register for a user account (a “User Account ”). If you register, you agree that additional terms and conditions (“ Additional Terms”) may apply to you and you agree to be bound by the same. In the event of any conflict between these Terms and any Additional Terms, the latter will prevail.
2.2 You agree to (and if you are a corporate entity you agree to make sure that any authorised user of your account will) exercise reasonable care to maintain the security of your logins, passwords and other User Account information (“Account Information”). You agree to not disclose your Account Information to anyone, including employees, officers, representatives and/or affiliates, other than individuals authorised by you and acting on your behalf (an “Agent”) and registered on the Sites and to not access any User Account other than your own User Account, or as authorised as an Agent.
2.3 You agree to (and if you are a corporate entity you agree to make sure that any authorised user of your account will) notify Idem as soon as possible about any unauthorised use of your Account Information or any breach of security.
2.4 You are solely responsible for all information and any content (including for example, written text, tags, data files) you add to your User Account, including your Account Information and all content you or any of your authorised users post or send on the Sites including non-public messages between users, if available (“User Content”).
2.5 You undertake to maintain (and if you are a corporate entity you agree to make sure that any authorised user of your account will maintain) complete, accurate, true and correct User Content and update any Account Information held by Idem as soon as possible.
2.6 Idem can, in its sole discretion, modify, suspend or discontinue your access to all or part of the Sites and/or disable or change your password, at any time and without notice for any reason, including but not limited to, breaches of these Terms, any Additional Terms, or other agreements or written guidelines you agree with us.
3.1 The Users will pay the following fees for use of the Sites:
3.1.1 A Users will pay to Idem the fees as prescribed in the order form in each case as invoiced to them by Idem or our reseller partners.
3.1.2 B Users will pay to Idem the fees as prescribed in the order form in each case as invoiced to them by Idem or our reseller partners.
3.1.3 When Idem’s payment gateway is used to process payments, Idem will withhold an agreed percentage of any sales made to C users as a payment processing fee prior to remitting the balance to the relevant A or B User.
3.1.4 C Users will not be required to make any payment in order to access the Sites. However, if they choose to make Hotel reservations via the Sites, they will be able to make payment via the integrated payment gateway in the Sites or other means as provided at the time of purchase, e.g. bank transfer, company check/cheque or payment at the hotel. For the avoidance of doubt, Idem will not process payments itself, or collect any payment data other than the total amount paid, and associated data.
3.2 All sums payable under these Terms are exclusive of statutory taxes, for which the User will be responsible if applicable.
3.3 Failure to pay the fees as specified and invoiced will result in the suspension of User Accounts until such time as all outstanding sums are paid in full.
4.1 In consideration of the subscription fees paid by A Users to Idem, each A User is granted a non-exclusive license to use the Sites and the relevant Room Block Management Services, to create, access and manage a corporate User Account and to grant access, under their User Account, to multiple sub-users, subject to all such sub-users being employees, officers or Agents of the primary A User and to invite event planners to register as B Users.
4.2 Each B User is granted a personal, non-transferable and non-exclusive license to use the Sites and the relevant Room Block Management Services and to create, access and manage a personal User Account.
4.3 Each C User is granted a personal, non-transferable and non-exclusive license to use the Sites and the Public Services and to create, access and manage a personal User Account.
Terms of all licenses
4.4 No User may use the Sites other than as specified in these Terms without the prior written consent of Idem and acknowledges that additional fees may be payable on any change of use approved by Idem.
4.5 No Users have the right (and will not permit any third party) to: copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to, distribute, sell, rent, loan, lease, transfer, part with possession of or otherwise deal in, remove, change or obscure any identification marks or notices of proprietary rights and restrictions on or in the Sites or its source code in whole or in part.
4.6 No Users have the right to sub-license or to assign the benefit or burden of these Terms in whole or in part, or to allow the Sites or their User Account to become the subject of any charge, lien or encumbrance.
4.7 Idem may sub-license, assign, charge or otherwise transfer any of its rights or obligations under these Terms in relation to the Sites.
5.1 In respect of A Users, the initial term of each subscription will be specified in the order form and subsequently issued invoice (the “ Initial Term”).
5.2 On the conclusion of the Initial Term and any Subsequent Terms (as defined below), unless otherwise specified in the order form and/or invoice, an A User’s subscription will automatically renew for an additional period of the same duration as the Initial Term or 1 year (whichever is shorter) (each renewal being a “ Subsequent Term”), unless either Party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.
5.3 Idem may increase the per-unit pricing rate for any Subsequent Term by up to 7% from the preceding term’s rate without notice to you. Any higher increase will be notified to you at least 60 days prior to the end of the subsisting subscription term.
5.4 Except as expressly provided in the applicable order form and invoice, renewal of subscriptions benefitting from promotional rates or one-time offers will be at the list price in effect at the time of renewal.
5.5 Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
6.1 You may stop using our Sites, and any of our other products or services at any time, whereupon any rights granted to you under these Terms will cease, but all your obligations will remain, including any subsisting payment obligations and subscription commitments. You remain responsible for all subscription fees for all subsisting subscription terms, and there will be no refunds for early cessation of use of the Sites, or our other products and services.
6.3 Notwithstanding the termination of these Terms, any provision that is intended (whether expressly or impliedly) to come into or continue in force on or after termination or expiry will remain in full force and effect.
6.4 Termination of this Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination.
6.5 Nothing in this section will affect our rights to change, limit, or stop the provision of the Sites and any of our other products or services, which Idem may do at any time without prior notice to you.
7. Data and privacy
7.2 If you are an EU resident, our Data Processing Addendum also governs your use of our Sites and services, and are deemed to be incorporated by reference as part of these Terms.
7.3 Idem will at all times use, process, retain and delete any relevant personally-identifiable data in line with applicable data processing legislation, including the Singapore Personal Data Protection Act 2012, and if relevant, the EU General Data Protection Regulation.
8.1 The content on the Sites is provided for general information only; it is not intended to amount to advice on which you should rely. Although we make reasonable efforts to update the information on the Sites provided by us, we do not monitor, control, review or oversee any User Content, including Hotel, Venue or event information and Idem does not endorse, and is not responsible for, User Content. We make no representations, warranties or guarantees, whether express or implied, that the Sites content, or User Content is accurate, complete or up to date or that any listed Hotel, Venue or event has either event space or sleeping room availability. We recommend checking with the relevant Hotel, Venue or event organiser, as appropriate to confirm.
8.2 You agree that you will only upload, share, post, publish, transmit, or otherwise make available (“Share”) on or through the Sites, User Content that you have the right and authority to Share and for which you have the right and authority to grant to Idem all of the licenses and rights set forth herein. By Sharing User Content, you grant Idem a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, fully sub-licensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute such User Content for any purpose and in any form, medium, or technology now known or later developed.
8.3 You warrant that: (a) you have the right and authority to grant this license; (b) Idem’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third-party rights; and (c) all so-called moral rights in the content have been waived to the full extent allowed by law.
9.1 For the purpose of these Terms “ Confidential Information” means any confidential information concerning the business, affairs, customers, clients or suppliers of the other party not already lawfully available to the public and also includes, without limitation, any technical data, source code, object code, algorithm, manual, product specification, or plan for a new, revised or existing product.
9.2 Each of the Parties agrees that it:
9.2.1 will not, without the prior written consent of the other Parties, use or disclose to any person Confidential Information (save for those in relation to itself) it has or acquires; and
9.2.2 will use commercially reasonable best efforts to prevent the use or disclosure of Confidential Information.
9.3 The confidentiality obligations do not apply to:
9.3.1 any information which becomes generally known to the public, other than by reason of any act or failure to act by any Party or Agent;
9.3.2 any information which is required to be disclosed pursuant to any applicable laws or to any competent governmental, statutory or supervisory authority;
9.3.3 any information which is required to be disclosed by any court or tribunal; and
9.3.4 any information disclosed by any Party to their advisors for the purpose of these Terms.
9.4 In the event that any disclosure of Confidential Information is required pursuant to any applicable laws, required by a competent governmental, statutory or supervisory authority, or required to be disclosed by any court or tribunal (see clause 9.3.2 and 9.3.3 above), the Party making the disclosure will, to the extent permitted by law, promptly inform the other Parties of such required disclosure, consult with the other Parties in advance as to the form, content and timing of such disclosure, and reasonably cooperate with such other Parties to afford such other Parties opportunity to resist disclosure or obtain a protective order or similar relief to limit the disclosure of such Confidential Information.
10. Intellectual property rights
10.1 All content included on the Sites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, trademarks, service marks and other intellectual property (“ IP”), is owned by or licensed to Idem, and protected by copyright and other intellectual property rights under international laws and conventions. All such rights are reserved. You do not acquire any ownership rights in such IP from using the Sites or any Services made available to you via the Sites.
10.2 You will not copy, reproduce, distribute, transmit, broadcast, display, sell, license, upload, or otherwise exploit such IP without our prior written consent. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
10.3 You must not use any part of the content on our Sites for commercial purposes without obtaining a license to do so from us or our licensors. Our status (and that of any identified contributors) as the authors of content on our Sites must always be acknowledged.
11. Copyright policy
12. Acceptable use of sites
12.1 You agree that you will exercise good judgment in using the Sites.
12.2 You agree NOT to do any of the following things when using our Sites and its content, communicating via the Sites, or uploading content to the Sites:
12.2.1 compete directly or indirectly with Idem or our Services;
12.2.2 obtain confidential information or intellectual property (for any purpose);
12.2.3 access any unauthorised data or areas of our Sites or log into a server or account which you are not authorised to access;
12.2.4 probe our Sites’ infrastructure for vulnerabilities to breach the security or authentication measures of our Sites or intentionally distribute harmful code including spyware or malware;
12.2.5 send any unsolicited emails to or from users of our Sites, including but not limited to commercial promotions, junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorised solicitation, hoaxing or phishing, or transmit material that contains viruses or other malicious software;
12.2.6 overload, hack or crash our server or any other infrastructure of our Sites;
12.2.7 interfere or attempt to interfere with service to any user, host or network associated with our Sites, including without limitation, via means of submitting a virus to our Sites, overloading, flooding, spamming, mailbombing or crashing our Sites;
12.2.8 knowingly introduce viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful;
12.2.9 forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting on our Sites;
12.2.10 use any robots, scrapers or spiders or other automated means to access the Sites to gain access to restricted areas of the Sites, or to find e-mail addresses or other user data or sell or modify any of the content on our Sites or reproduce, display, publicly perform, distribute, or otherwise use any content on our Sites in any way for any public or commercial purpose;
12.2.11 Share any content, or create any event that is obscene, abusive, hateful, defamatory, degrading or harassing of another or constitutes a personal attack, is harmful or threatening, promotes bigotry, racism, hatred or harm against any group or individual, or any sexually explicit material on the Sites;
12.2.12 Share any copyrighted material on the Sites unless you have the permission or right to do so;
12.2.13 place a link to the internal pages of any password-protected portions of our Sites without our express written consent;
12.2.14 invade another’s privacy or copy or transmit another’s confidential, sensitive or personal information;
12.2.15 intentionally or unintentionally violate any applicable local, state, national or international law;
12.2.16 use the Sites and any content for any unlawful or fraudulent purpose, or any activity that could damage our commercial reputation and goodwill or the commercial reputation and goodwill of our users;
12.2.17 transmit, upload or post material that infringes on any IP rights of others;
12.2.18 use anyone else’s account information or personal information except in connection with our Services or with express consent, or
12.2.19 spoof, impersonate another person or entity or provide false or misleading information about yourself or affiliation in any way.
12.3 If you do any of these things or are in breach of these Terms, we reserve the right to immediately suspend or terminate your access to, or use of, the Sites at any time without notice. Further, if we determine that you are in breach of any of these Terms, we may pursue appropriate civil remedies and/or criminal charges against you, including reporting the breach to the relevant law enforcement authorities.
13. Reporting concerns about content
14. Security and viruses
It is your responsibility to obtain and use software that supports security protocols that may be used by us. We do not guarantee that the Sites will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform in order to access the Sites. You should use your own virus protection software / firewall etc.
15.1 Idem may, in its sole discretion, modify, suspend or discontinue operation or access to all or part of the Sites at any time (a “ Suspension”). Idem will use reasonable endeavours to publish in advance details of such activity on the Sites. We are not liable to you for any modification, suspension or discontinuance of any of the Services and/or the Sites.
15.2 Whilst Idem intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Sites may be unavailable, whether due to planned maintenance or malfunction.
17. Disclaimer and exclusion of liability
17.1 YOU USE THE SITE AT YOUR OWN RISK. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
17.2 WE DON’T CONTROL OR VET USER CONTENT OR OTHER USER GENERATED CONTENT FOR ACCURACY, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF OUR SERVICES OR VERIFY THE IDENTITY OF OUR USERS.
17.3 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL CONDITIONS, WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE OR NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE.
17.4 IDEM DOES NOT GUARANTEE OR WARRANTY THAT THE SITE OR ANY CONTENT, SERVICE OR FEATURE WILL (A) MEET YOUR REQUIREMENTS, (B) BE ERROR-FREE, UNINTERRUPTED, TIMELY, SAFE FROM VIRUSES OR OTHER HARMFUL ELEMENTS OR THAT OUR SITE IS COMPLETELY SECURE OR (C) THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE.
17.5 IDEM WILL UNDER NO CIRCUMSTANCES WHATSOEVER BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY IN RESPECT OF ANY LOSS OR DAMAGE WHICH RESULTS FROM ANY THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION CONTAINED ON THE SITE OR OBTAINED FROM YOUR USE OF THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, OR ANY DOWNTIME, OUTAGE, INTERRUPTION IN OR UNAVAILABILITY OF THE SITE OR LOSS OF DATA OR CONTENT ATTRIBUTABLE TO ANY CAUSE WHATSOEVER.
17.6 Under no circumstances will either party or any of their predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, attorneys and their respective heirs, successors and assigns be liable for any loss or damages, including direct, incidental, punitive, special, consequential or exemplary damages even if they have been advised of the possibility of such damages or losses and regardless of the theory of liability.
17.7 Neither party will be liable for failures or delays in performing their obligations arising from events, circumstances or causes beyond its reasonable control.
As a condition of your use of the Sites, you agree to indemnify, defend and hold Idem, our officers, directors, employees, agents and representatives harmless from and against all claims, damages, losses, costs (including reasonable attorneys’ fees), or other expenses that arise directly or indirectly out of or from (a) your violation of these Terms; (b) your use of the Sites; or (c) your violation or infringement of the rights of any third party.
19. Links to third party websites
21.1 Save as expressly provided herein, any right of termination conferred upon the Parties will be in addition to and without prejudice to all other rights and remedies available to it and no exercise or failure to exercise such a right of termination will constitute a waiver of any such other right or remedy.
21.2 The illegality, invalidity or unenforceability of any provision of these Terms under the law of any jurisdiction will not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
21.3 We reserve the right to change these Terms at any time by publishing them on this Sites without notice to you. Idem encourages you to frequently check the Sites for any changes to these Terms. Your continued access to and use of the Sites after any change in these Terms will constitute your acceptance of such changes.
21.4 No failure on the part of any Party to these Terms to exercise, and no delay on its part in exercising, any right or remedy under these Terms will operate as a waiver thereof, and any single or partial exercise of any right or remedy will not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
21.5 Any date, time or period mentioned in any provision of these Terms may be extended by mutual agreement between the Parties but as regards any time, date or period originally fixed and not extended or any time, date or period so extended as aforesaid, time will be of the essence.
21.6 Other than Agents, a person who is not party to these Terms has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of these Terms.
21.7 No Party will (nor will it purport to) assign, transfer, charge or otherwise deal with all or any of its rights under these Terms nor grant, declare or dispose of any right or interest in it, without the prior written consent of the other Parties.
21.8 We may use your Company Names and Logos in case studies, promotional materials, or other write-ups, unless you request otherwise.
22. Governing law, jurisdiction and disputes
This Agreement will be governed by, and construed in accordance with, the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, will be heard in English under the exclusive jurisdiction of the courts of Singapore.
23. Other relevant jurisdictions
By accessing the Sites you do so at your own risk and are responsible for the laws governing such access in your jurisdiction. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability but that will not invalidate the remaining provisions of these Terms nor affect the validity or enforceability of that provision in any other jurisdiction. If we do not insist on or enforce strict performance of these Terms, it does not mean that we have waived our right to do so. These Terms will not be interpreted or construed to give rights or remedies to any third parties.