TERMS AND CONDITIONS OF USE

The International Centre for Industrial Transformation (“INCIT” “we” “our”) is an independent non-government, not-for-profit organization based in Singapore.

INCIT was founded in 2021 in the course of a joint cooperation program with the aim to internationalize the Smart Industry Readiness Index (“SIRI”) as the internationally recognized standard for the Industry 4.0 (“i4.0”) benchmarking and transformation. The SIRI comprises a suite of frameworks and tools to help manufacturers – regardless of their size and industry – start, scale, and sustain their manufacturing transformation journeys. The SIRI covers the core elements of i4.0 – Processes, Technology, and Organization.

INCIT will concentrate on development and introduction of internationally referenced frameworks, concepts, and programs for the international manufacturing community. These frameworks, concepts, and programs will support the industry to enhance the awareness of the actual trends and developments; design, conduct and publish qualitative and quantitative international benchmarks; and support the industrial sectors with sharing learning points, best practices, and insights to enable the industrial community to cope with challenges and to facilitate the technological progress.

INCIT strives to become a renowned organization spearheading efforts to catalyze the pace of and to support transformation of industrial sectors globally.

INCIT’s mission is driving the global adoption of SIRI and spearheading the transformation of the industrial sectors globally.

INCIT feels obliged to ambitiously undertake its utmost efforts to revolutionize the way how governments, business associations, and enterprises manage the digitalization and transformation progress. In line with this approach, INCIT will support not only individual factories and plants, but also the broader industrial sector as well as engage academic, institutional and societal leaders to co-shape and support global and regional agendas of industrial progress.

These Terms and Conditions (“Terms”) are established by International Centre for Industrial Transformation (INCIT) Limited to set out the terms of use of the website at www.incit.org (“Website”), including the Technology (as hereinafter defined) hosted on the Website. These Terms were last updated on [14 December 2021].

1. DEFINITIONS

In these Terms the following words and expressions have the following meanings:

Intellectual Property” means all intellectual property rights of any kind, including any and all rights in, to and concerning (i) patents and statutory invention registrations, (ii) trademarks, service marks, trade names, trade dress and other similar designations of source or origin (whether registered or unregistered), together with the goodwill symbolised by any of the foregoing, (iii) works of authorship and copyrights, including copyrights in the Technology, (iv) confidential and proprietary information, inventions, formulas, processes, developments, technology, research, trade secrets and know-how to the extent any of the foregoing derives economic value from not being generally known to the public, (v) all design rights, including industrial design rights and community design rights, (vi) internet domain names and social media accounts, and (vii) all applications, registrations, continuations, extensions, reversals and renewals for any of the foregoing.

Technology” means the software provided by INCIT, including (i) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or machine readable form, (ii) databases and compilations, (iii) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, and (iv) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons, in relation to the Technology.

2. GENERAL

2.1. By clicking on the “I Agree” icon on the Website, you confirm that you accept these terms and conditions of use of the Website, and that you agree to comply with and be bound by the Terms. If you do not agree to the Terms, you must not use our Website.

2.2. In addition to these Terms, your visit to our Website and activity on our Website, including use of the Technology may also be governed by and subject to other terms, including but not limited to:

(a) our Privacy Policy which can be found on our Website; and

(b) terms applicable to any programmes established and organised by INCIT which you may be a part of.

(collectively the “Applicable Terms”)

2.3. You are also responsible for ensuring that all persons who access the Website (i) through your internet connection; or (ii) under your instruction are aware of these Terms and that they comply with them.

2.4. In the event of any non-compliance with these Terms, INCIT reserves the right to terminate or restrict your access to the Website or any part or all of the Technology without prior notice.

2.5. In consideration of your use of the website, you agree to provide true, accurate, current and complete information about yourself as prompted by any registration form (such information being the "Registration Data"). If you provide any information that is untrue, inaccurate, not current or incomplete, or INCIT has grounds to suspect that such information is untrue, inaccurate, not current or incomplete, INCIT may suspend or terminate your access to the website and refuse you any and all current or future use of the website (or any part thereof). Your Registration Data is subject to our Privacy Statement.

3. LICENCE

3.1. INCIT hereby grants to you a non-exclusive, non-transferable, non-sublicensable licence to use the Technology on the terms and conditions set out herein.

3.2. You agree that you shall not, nor allow any other person to:

(a) impersonate another user or person or otherwise falsify one’s identity in any manner;

(b) upload or otherwise distribute any disseminating viruses, adware, spyware, worms, or other malicious code

(c) use the Technology otherwise than in accordance with these Terms;

(d) copy the Technology except as part of the permitted use of the Technology or where necessary for the purpose of storing on back-up systems in the ordinary course of business;

(e) translate, merge, adapt, vary, alter or modify, the whole or any part of the Technology, nor permit the Technology or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Technology as permitted in these Terms;

(f) disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Technology nor attempt to do any such things including attempting to determine any source code, methods or techniques embodied in the Technology;

(g) distribute, license, transfer or sell any part of the Technology or any derivative works thereof;

(h) use or interfere with the Technology in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users of the Technology;

(i) bypass, delete or disable any copyright protection mechanisms or any security mechanisms in the Technology;

(j) permit the individuals whom have been granted log-in access to the Technology to transfer, disclose or share their log-in access details with any other individual, save with INCIT’s prior consent; and

(k) create or make any content or statement that is determined by INCIT to be unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libellous, vulgar, obscene or hateful.

3.3. INCIT reserves the right to update the Technology from time to time, and you consent to INCIT installing and implementing such updates to the Technology without further notice to you. INCIT may require that you download and install all upgrades to the Technology as and when they become available, and you shall download and install such upgrades accordingly.

4. USER ACCOUNTS

4.1. If you are provided with user identification code(s), passwords or any other security information (“User Information”) in connection with the access and use of the Technology via a user account (“Account”), you must treat such information as confidential. You must not disclose it to any third party save with INCIT’s prior written consent.

4.2. INCIT reserves the right to disable access to any Account at any time if, in our reasonable opinion, you have failed to comply with these Terms or any other Applicable Terms.

4.3. If you know or have reason to suspect that your Account Information has been compromised or is no longer confidential, you must promptly notify us at privacy@incit.org.

5. INTELLECTUAL PROPERTY

5.1. You acknowledge that:

(a) All Intellectual Property rights in and to the Website and the Technology are owned by INCIT and shall remain with INCIT; and

(b) no right, title or interest in and to the Website or the Technology is transferred, assigned or otherwise conveyed under these Terms to you or any other party other than as set out in the limited license granted herein.

5.2. INCIT warrants that (a) it has or will have the right to grant to you the respective rights specified under these Terms; and (b) your use of the Technology or the Website will not result in the infringement of the Intellectual Property rights of any third party.

5.3. Except as otherwise agreed, the material on or accessed through the website shall not be produced, republished, uploaded, posted, transmitted or otherwise distributed in any way.

6. THIRD PARTY CONTENT

The Website may contain third party content, including but not limited to comments and articles posted by third parties, the content of advertisements posted by third parties, applications posted by third parties and content accessed through such applications. You agree that we shall not be responsible or liable for any third party content on our Website or your access or use of any third party content on our Website.

7. LINKS TO OUR WEBSITE

7.1. You may not establish a link to the Website or any page within the Website without our express written consent.

7.2. Where INCIT provides its consent for you to establish a link to the Website or any page within the Website, the following shall apply, in addition to any other conditions on which INCIT’s consent is given:

(a) you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists; and

(b) INCIT reserves the right to revoke its consent granted under Clause 7.1 at any time, and shall not be liable for any costs, expenses, damages or claims in connection with the revocation of its consent.

8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

8.1. Except as expressly set out in these Terms, no conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformity with description) apply to the Website and/or the Technology.

8.2. INCIT does not guarantee continuous accessibility or uninterrupted operation of the Website and/or Technology. INCIT may suspend or withdraw or restrict the availability of all or any part of the Website (including access to and use of the Technology) at any time without providing any reason therefor. INCIT shall not be liable if, for any reason, access to the Website and/or Technology is delayed or unavailable for any period of time.

8.3. The Website and Technology are provided on an “as-is” and “as-available” basis, and INCIT does not guarantee that the Website and Technology are free or secure of bugs, malware, viruses or any other such intrusions.

8.4. INCIT shall not be liable for:

(a) any loss of profit (whether incurred directly or indirectly);

(b) any loss of goodwill;

(c) any loss of opportunity;

(d) any indirect or consequential losses which may be incurred by you,

suffered as a result of or in connection with the use of the Website and/or the Technology.

8.5. You agree to indemnify and hold harmless and defend INCIT and INCIT’s employees from and against all claims and suits by, including claims by third parties, for damages, injuries and expenses including court costs and reasonable attorney’s fees, arising out of, or resulting from your use of the Website.

9. MISCELLANEOUS

9.1. Changes to Website: INCIT may make improvements or changes to the website and/or in the information, services, products, and other materials on this website, or terminate this website at any time.

9.2. Amendment and Variation: INCIT may, in its sole discretion, modify, vary, and amend these Terms from time to time. You are advised to check these Terms regularly to ensure that you are aware of the terms governing your use of the Website from time to time in force. You agree to be bound by these Terms as they are modified, varied and amended from time to time.

9.3. Waiver: Failure to insist on strict performance of any of the terms and conditions of these Terms will not operate as a waiver of any subsequent default or failure of performance. No waiver by INCIT of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time.

9.4. Severability: If any provision of these Terms is held to be illegal, invalid or unenforceable under any applicable law, such provision shall be fully severable and these Terms shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part of these Terms, a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

9.5. Sanctions: You warrant to INCIT that your use of the Technology and its activities are conducted at all times in compliance with all national and international regulations applicable to said activities, in particular all applicable anti-corruption and anti-money laundering regulations, and any other applicable regulations in respect of countering the financing of terrorism.

9.6. Force Majeure: INCIT shall not be held responsible, or deemed to be in default of any of its obligations under these Terms, or any part thereof due to any cause beyond control of INCIT such as acts of nature, war or warlike operations, rebellion, civil disturbances, fires, storm, floods, power failures, epidemics, pandemics, disease outbreak or quarantine regulations, lock-out or labor disputes or other unavoidable circumstances preventing performance of INCIT’s obligations under these Terms.

9.7. Assignment: You may not assign or transfer its rights and obligations under these Terms without the prior written consent of INCIT. Any assignment made in violation of the foregoing prohibition shall be null and void. These Terms shall be binding upon the parties hereto and their respective successors and permitted assigns.

9.8. Jurisdiction: INCIT shall endeavour to resolve any dispute arising out of or in connection with this Agreement by way of discussion with you in good faith. If the dispute is not resolved within thirty (30) days from the date discussions commenced, the dispute shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a single arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be English. The award of the arbitrator shall be final and binding upon the Parties.