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ACCEPTANCE OF TERMS AND CONDITIONS OF USE

1

GENERAL

1.1

Thank you for visiting this Site, which includes IRAS API(s). This Site is owned and operated by IRAS. By accessing and/or using any part of this Site (including the online and offline services), you shall be deemed to have accepted to be legally bound by these Terms of Use. If you do not agree to these Terms of Use, please do not use this Site (including the online and offline services). In addition, the use of IRAS API(s) is also governed by the Additional API Terms of Use set out below at clauses 16 to 25. For the avoidance of doubt, these Terms of Use refer to the entire set of Terms of Use (i.e. clauses 1 to 29), where applicable.

1.2

These Terms of Use may be changed from time to time without notice. Any changes made to the Terms of Use will be posted on this Site and it is your responsibility to check the Terms of Use whenever you access and/or use this Site. Your use of this Site after such changes have been posted shall constitute your agreement to be legally bound to the modified Terms of Use.

1.3

Any reference to “you” in these Terms of Use shall be a reference to an Entity, and the Authorised Representatives of the Entity, accessing and/or using this Site.

2

DEFINITIONS AND INTERPRETATION

In these Terms of Use:

2.1

“API Client” means any of your software, applications, websites or systems that utilises the IRAS API(s), and includes any part thereof.

2.2

“Authorised Representatives” means the employees, agents, officers or directors of an Entity, or such other third-party service providers or persons engaged or authorised by an Entity or legally appointed to represent the Entity to access and/or use this Site on its behalf. 

2.3

“Client ID” means the username which will allow you to access or use IRAS API(s) which you have subscribed for and which you are required to quote in all your communications with IRAS.

2.4

“Client Secret” means the password which will allow you to access or use IRAS API(s) which you have subscribed for and which you are required to quote in all your communications with IRAS.

2.5

“Confidential Information” shall include, but is not limited to any information disclosed, made accessible or provided at any time, whether in writing, orally, visually or electronically or otherwise by IRAS to you, as part of your subscription to IRAS API(s).

2.6

“Content” means any and all data, information, images, documents, files, text, digital content and/or media that may be uploaded, created, produced, generated, stored and/or transmitted through the use of this Site (which includes IRAS API(s)).

2.7

“Credentials” means username(s) and password(s) which will allow you access to your account on https://apiservices.iras.gov.sg where you may subscribe to the various IRAS API(s) available.

2.8

"Device" means a computer, laptop, mobile phone, smartphone, tablet, phablet, gaming console or other device from which this Site can be accessed and used.

2.9

“Entity” means an individual, a company, partnership, association or other entity, organisation or body corporate.

2.10

“IRAS API(s)” means the application programming interface services that are provided by IRAS on this Site.

2.11

“IRAS” means the Inland Revenue Authority of Singapore.

2.12

“Public Agencies” shall mean the Government of Singapore (including its ministries, departments or Organs of State) and Statutory Boards.

2.13

“Site” refers to the IRAS API Marketplace website at https://apiservices.iras.gov.sg or https://apisandbox.iras.gov.sg.

2.14

 “Statutory Board” means a body corporate established by a public Act for the purposes of a public function.

2.15

“Third Party” means a third party, such as but not limited to other Public Agencies.

2.16

“Unauthorised Code” means any malicious or invalid code, virus, Trojan horse, worm, logic bomb, software routine or hardware components designed to permit unauthorised access, to disable, erase, or otherwise harm software, hardware or data, or to perform any such actions.

3

PROPRIETARY RIGHTS

3.1

The Content is protected by copyright, trademark and other forms of proprietary rights. All rights, title and interest in the Content are owned by, licensed to or controlled by IRAS.

4

PRIVACY POLICY

4.1

In the course of your access and/or use of this Site, IRAS may be required to collect, use, disclose and/or process personal data belonging to you or your Authorised Representatives, or that relate to a Third Party individual and that is provided by you and/or your Authorised Representatives. In this regard, IRAS will collect, use, disclose and/or process such personal data in accordance with our privacy policy which can be found on this Site.

Please refer to IRAS’ Privacy Policy for more details. By accessing and/or using this Site, you hereby acknowledge that you have read and understood IRAS’ Privacy Policy, and that you agree to the terms of the Privacy Policy as may be amended from time to time. The Privacy Policy forms part of these Terms of Use.

5

RESERVATION OF RIGHTS

5.1

IRAS reserves the right to:

5.1.1

update, enhance, upgrade, reduce, or otherwise modify or vary the Site (which includes IRAS API(s)), or any part thereof, at any time, for any reason, with or without notice to you. You acknowledge and agree that these Terms of Use will apply to all such modifications, upgrades, enhancements, reductions and/or variations to the Site (which includes IRAS API(s));

5.1.2

suspend access to or use of the Site (which includes IRAS API(s)), or any part thereof, during times of maintenance (whether scheduled or unscheduled), without notice or liability to you whatsoever;

5.1.3

deny or restrict access to or use of the Site (which includes IRAS API(s)), or any part thereof, to you without ascribing any reasons and without liability to you whatsoever; and/or

5.1.4

discontinue or terminate the Site (which includes IRAS API(s)) at any time without notice or liability to you whatsoever, whereupon all rights granted to you hereunder shall also terminate forthwith

5.2

Without limiting the generality of the foregoing, in the event that your access or use of the Site (which includes IRAS API(s)) is in breach of these Terms of Use or any applicable law, IRAS has the right to immediately terminate your access or use of the Site (which includes IRAS API(s)) without notice and to take all such action as IRAS considers appropriate, desirable or necessary.

5.3

IRAS retains absolute discretion in determining whether or not to provide maintenance and support services for the Site, and if so, the type and nature of such maintenance and support services.

5.4

You acknowledge and agree that IRAS may, at its sole and absolute discretion, and without stating any reasons whatsoever, take such verification measures which may include, without limitation, measures that require you or your Authorised Representative(s) to prove the identity of your Authorised Representative(s).

5.5

For the avoidance of doubt, IRAS shall not be under any obligation to take such verification measures set out in Clause 5.3 above. IRAS shall not be responsible or liable for any loss, liability or expense suffered or incurred by you arising, directly or indirectly, from any verification measure taken by IRAS in accordance with Clause 5.3. 

5.6

In the event that IRAS or any relevant Public Agencies receive conflicting instructions or communications from two or more Authorised Representatives, IRAS or the relevant Public Agencies reserve the right to:

5.6.1

decline from acting on either set of instructions or communications; or

5.6.2

act in accordance with the latest instructions received by IRAS or the relevant Public Agencies, as the case may be.

6

RESTRICTIONS ON USE OF CONTENT

6.1

Except as otherwise provided, the Content of this Site shall not be reproduced, republished, uploaded, posted, transmitted or otherwise distributed in any way, without the prior permission of IRAS. To use any part of the Content of this Site, you must seek permission in writing, stating the Content for use, intent of use, manner of use, time frame of use and your identity. IRAS reserves the right to refuse permission in its sole discretion and without providing reason(s); and/or if the information submitted by you is deemed insufficient.

6.2

Modification of any of the Content or use of the Content for any other purpose will be a violation of IRAS’ copyright and other intellectual property rights. Graphics and images on this Site are protected by copyright and may not be reproduced or appropriated in any manner without written permission of IRAS and/or the relevant copyright owners.

7

RIGHT OF ACCESS

7.1

IRAS reserves all rights to deny or restrict access to this Site to any particular person, or to block access from a particular Internet address to this Site, in its sole discretion and at any time, without giving any reasons whatsoever.

7.2

The accessibility and operation of this Site rely on technologies outside the control of IRAS. IRAS does not guarantee the continuous accessibility or the uninterrupted operation of this Site.

8

LINKS FROM THIS SITE TO OTHER WEBSITES

8.1

This Site contains links (which include hyperlinks and other types of links) to websites that are not maintained by IRAS. IRAS is not responsible for the content of those websites and shall not be liable for any damage or loss arising from access to those websites. The use of the links and access to such websites are entirely at your own risk.

8.2

All links to other websites are provided for your convenience. In no circumstances shall IRAS be considered to be endorsing or verifying such websites, nor shall IRAS be considered to be associated or affiliated in whatever manner with any trade or service marks, logos, insignia or other devices used or appearing on websites to which this Site is linked. IRAS does not guarantee that these links will work all of the time and has no control over the availability of the linked pages.

9

LINKS TO THIS SITE FROM OTHER WEBSITES

9.1

Except as set out below, caching of, linking to, and framing of this Site or the Content are prohibited.

9.2

You shall obtain specific permission from IRAS in writing, prior to caching of, linking to, or framing of this Site or any of the Content, or engaging in similar activities.

9.3

IRAS reserves the right to impose conditions when permitting any caching of, linking to, or framing of this Site or the Content.

9.4

Your caching of, linking to, or framing of this Site or the Content constitutes acceptance of these Terms of Use. This is deemed to be the case even after the posting of any changes or modifications to these Terms of Use. If you do not accept these Terms of Use, you must discontinue the caching of, linking to, or framing of this Site or the Content.

9.5

IRAS reserves all rights to disable any cache, link, or frame where the Third Party site contains inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topics, names, material or information, or material or information that violates any written law, any applicable intellectual property, proprietary, privacy or publicity rights.

9.6

IRAS reserves all rights to disable any unauthorised caches, links, or frames and disclaims any responsibility for the content available on any other website reached by the unauthorised caches, links, or frames.

10

THIRD PARTY TERMS

10.1

This Site may require, enable or facilitate access to or use of websites, software or services of a Third Party. In such an event, there will be terms of use imposed by the relevant Third Party ( “Third Party Terms”) that will bind either IRAS or you or both. Examples of Third Party Terms may be terms that apply to the services provided by other Public Agencies (e.g. SingPass and CorpPass Digital Services Terms of Use), open source software terms and terms of the third party software platform from which you access this Site (e.g. Terms of Use or End-User License Agreement of an accounting software).

10.2

Information on the Third Party Terms may be embedded in this Site, or otherwise listed in the Schedule herein.

10.3

It is your responsibility to check and read the most up-to-date versions of these Third Party Terms and you are deemed to have notice of the same. In particular, you are deemed to have notice of any terms that IRAS (under the Third Party Terms) is required to notify you of, and you unconditionally agree to be bound by all the obligations in the Third Party Terms.

10.4

If the Third Party Terms require you to enter into an agreement directly with the Third Party, then you unconditionally agree to enter into such agreement, and in any event, to be legally bound by the Third Party Terms. Subject to Clause 10.5 below, these Terms shall not limit any specific provisions set out in the individual terms and conditions of particular tools and services offered on or through or with this Site.

10.5

If the Third Party Terms require IRAS to incorporate certain Third Party Terms in these Terms of Use (inclusive of terms which impose any minimum or maximum standards herein, and/or terms described in Clause 10.6 below), such terms are deemed to have been so incorporated in these Terms of Use (the "Incorporated Terms"). Examples of Incorporated Terms include provisions which require IRAS to give you notice of certain rights and liabilities or require IRAS to ensure that you acknowledge certain matters. For the avoidance of doubt, in the event of any inconsistency between any of the Incorporated Terms and any provision of these Terms of Use, these Terms of Use shall prevail to the extent of the inconsistency.

10.6

Some Third Party Terms grant the Third Party, or require IRAS to grant the Third Party, direct rights of enforcement of these Terms as a Third Party beneficiary, against you. Such Third Party Terms are deemed to have been incorporated into these Terms of Use as Incorporated Terms, and you hereby agree to grant such Third Party, such direct rights of enforcement against you.

10.7

You agree to indemnify and keep IRAS and the relevant Public Agencies harmless against all claims, actions, liabilities, losses, damages, costs or expenses (including legal costs on an indemnity basis) howsoever arising out of or in connection with your access or use of the aforesaid Third Party websites, software or services or your non-compliance with the Third Party Terms or Incorporated Terms which causes IRAS or the relevant Public Agencies to breach any of the Third Party Terms.

10.8

You shall not hold IRAS or the relevant Public Agencies liable for any damage or loss of any kind caused as a result (direct or indirect) of the use of the aforesaid Third Party websites, software or services, including but not limited to any damage or loss suffered as a result of reliance on the content contained in or available from such Third Party’s websites, software or services.

10.9

For the avoidance of doubt, nothing in this Site shall be considered an endorsement, representation or warranty of or by IRAS with respect to any Third Party or any Third Party's content, products, services or otherwise. IRAS makes no representations or guarantees regarding the availability or content (including its truthfulness, accuracy, completeness, timeliness or reliability) of such Third Party content, products, services or otherwise and any use or reliance on the same by you is solely at your own risk.

11

AUTHORISED REPRESENTATIVES’ COMPLIANCE WITH TERMS

11.1

If you, as an Entity, have appointed one or more Authorised Representatives to access and / or use this Site on your behalf, you hereby warrant and undertake that:

11.1.1

all of your Authorised Representatives have been validly appointed by you, and are duly authorised to access and/or use this Site and to transact with any digital services provided and operated by IRAS on your behalf in accordance with these Terms of Use;

11.1.2

you shall be responsible and liable for all transactions carried out through the use of this Site by any of your Authorised Representatives; and

11.1.3

you shall ensure that your Authorised Representatives:

11.1.3.1

comply with all obligations set out in these Terms of Use; and

11.1.3.2

perform and fulfil all of their respective roles and responsibilities in good faith and with due care, skill and diligence.

12

USER CONTENT 

12.1

You acknowledge and agree that you shall continue to retain full ownership and control over your Content (which you may be required to upload, share, submit or transmit in the course of your access or use of this Site) and that IRAS does not claim any ownership over any of the same. You hereby grant IRAS, all Public Agencies, and any relevant Third Party a non-exclusive, worldwide and royalty-free licence and right to handle and deal with your Content for the purposes of providing you with access to this Site, and any purposes directly incidental or related to the same. This includes, without limitation:

12.1.1

sharing or transferring your Content to Third Party service providers that IRAS and/or a relevant Third Party may engage for the purposes of providing you with access to this Site or any part thereof;

12.1.2

storing or making backups of your Content on databases or servers (whether within or outside Singapore) owned, operated or managed by IRAS, a relevant Third Party and/or Third Party service providers engaged by IRAS or a relevant Third Party; and/or

12.1.3

where you have indicated your agreement to do so, to share, transfer or disclose your Content with other users of this Site as designated by you.

12.2

IRAS shall have the right to remove and delete any of your Content, at any time, for any or no reason whatsoever, and without notice and further liability to you. IRAS shall not be liable to you in any way whatsoever for any of the aforesaid.

12.3

You are solely responsible and liable for your Content and you acknowledge and agree that you upload, share, submit or transmit your Content through or by using this Site at your sole risk. For the avoidance of doubt, IRAS may retain and/or store your Content at IRAS’ sole and absolute discretion, and IRAS is under no obligation to, nor does IRAS guarantee that IRAS shall, store and/or retain your Content in any manner whatsoever. You are encouraged to create and retain a back-up of your Content at all times.

13

SECURITY

13.1

Where appropriate, IRAS will utilise the technology available to ensure that communications made through this Site are secure. However, IRAS shall not be responsible for the security, authenticity, integrity or confidentiality of any transactions and other communications made through this Site.

13.2

You acknowledge that internet communications may be susceptible to interference or interception by third parties. Despite IRAS’ best efforts, IRAS does not warrant that this Site is free of infection, whether by computer viruses or other unauthorised software.

13.3

You should take all necessary and appropriate steps to keep your information, software and equipment secure. These steps include clearing your internet browser cookies and cache before and after using any services on this Site.

13.4

For more details on the essential infocomm security tips, please visit: https://www.csa.gov.sg/singcert.

13.5

You shall comply with the Personal Data Protection Act 2012 and any guides or guidelines issued by the Singapore Personal Data Protection Commission on data security and personal data protection, where applicable.

13.6

You shall protect the data received from IRAS, by making and maintaining sufficient security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal of any data, in particular access, collection, use, disclosure, copying, modification or disposal of any data for any purpose other than the purposes permitted or authorised by IRAS, or similar risks.

14

USER’S RESPONSIBILITY

14.1

You must not use this Site or your CorpPass / SingPass for any unlawful purpose.

14.2

You are fully responsible for the security of your CorpPass / SingPass and password and all transactions and/or enquiries made through this Site with your CorpPass / SingPass (whether or not such transactions and/or enquiries are made with your knowledge or consent).

14.3

You must immediately report to IRAS if you know or suspect that your CorpPass / SingPass has been used by someone else without your permission or your CorpPass / SingPass password has been compromised.

15

DISCLAIMERS

15.1

The Content of this Site are provided on an "as is" basis without warranties of any kind. To the fullest extent permitted by law, IRAS does not make any representations or warranties of any kind whatsoever in relation to this Site, or any part thereof, and hereby disclaims all express, implied and/or statutory warranties of any kind to you or any Third Party, whether arising from usage or custom or trade or by operation of law or otherwise, including but not limited to any representations or warranties:

15.1.1

as to the availability, accuracy, correctness, completeness, reliability, interoperability, security, timeliness, non-infringement, title, quality, fitness for any particular purpose of the Content of this Site;

15.1.2

that the Content available through this Site or any functions associated therewith will be uninterrupted or error-free or that defects will be corrected or that the Site and the server are and will be free of all viruses and/or other malicious, destructive or corrupting code, agent, programme or macro and /or other harmful elements;

15.1.3

IRAS is not affiliated nor associated with and does not endorse nor make any representation on behalf of the Entities who have filed any information or data with IRAS.

15.2

IRAS shall also not be liable to you or any Third Party for any damage or loss of any kind whatsoever and howsoever caused, including but not limited to any direct or indirect, special or consequential damages, loss of income, revenue or profits, lost or damaged data, or damage to any Device, software or any other property belonging to you or your Authorised Representatives, whether arising directly or indirectly from:

15.2.1

the downloading, installing, access to or use of the Content of this Site, or any part thereof;

15.2.2

any loss or unavailability of access to or use of the Content of this Site or any part thereof, howsoever caused;

15.2.3

any inaccuracy or incompleteness in, or errors or omissions in the transmission of, the Content of this Site;

15.2.4

any delay or interruption in the transmission of the Content of this Site, whether caused by delay or interruption in transmission over the internet or otherwise; or

15.2.5

any decision made or action taken by you or any Third Party in reliance upon the Content of this Site, regardless of whether IRAS has been advised of the possibility of such damage or loss.

15.3

Insofar as this Site facilitates or requires the provision, use or functioning of, or are provided in conjunction with, other products, software, materials and/or services, IRAS makes no representation or warranty in relation to such other products, software, materials and/or services (including without limitation any representation or warranties as to timeliness, reliability, availability, interoperability, quality, security, fitness for purpose, non-infringement, suitability or accuracy).

15.4

You acknowledge that your access or use of this Site, or any part thereof, as well as those of your Authorised Representatives, contain the possibility of human and machine errors, inaccuracies, omissions, delays, unavailability and losses, including the inadvertent loss of data and/or your Content which may give rise to loss or damage suffered by you or your Authorised Representatives, and you agree and undertake that you shall not hold IRAS liable in any way whatsoever for the said loss or damage. You further understand and agree that you download and/or use the Content of this Site and/or any Third Party websites, software or services made available in conjunction with or through this Site at your own discretion and risk and that you will be solely responsible for any loss or damage suffered by you (or your Authorised Representatives) and to your (or their) property, or loss, damage to or corruption of data that results from the download and/or use of the Content of this Site and/or all Third Party websites, software or services.

15.5

You shall not rely on any part of this Site to claim or assert any form of legitimate expectation against IRAS, whether or not arising out of or in connection with its roles and functions as a public authority.

15.6

The information provided herein is to give a better understanding of your obligations and does not constitute professional or legal advice. While every effort is made to ensure that the Content of this Site are consistent with existing law and practice, should there be any changes, IRAS reserves the right to vary its position accordingly. You are advised to refer to the relevant legislation or to professional advice to be certain of your legal obligations.

15.7

IRAS shall not be responsible or held accountable in any way for any decision made or action taken by you or any Third Party in reliance upon the Content of this Site.

16

INDEMNITY

16.1

You hereby agree to indemnify IRAS and hold IRAS harmless from and against any and all claims, losses, liabilities, costs and expenses (including but not limited to legal costs and expenses on a full indemnity basis) made against or suffered or incurred by IRAS arising directly or indirectly out of:

16.1.1

your access to or use of this Site; or

16.1.2

your breach of any of these Terms of Use; or

16.1.3

your access to the applications/websites, software or services of a Third Party.

17

FEES

17.1

There are currently no fees for using any part of this Site. IRAS reserves the right to introduce fees in future. IRAS is not responsible for any fees charged by any other websites which is hyperlinked and/or linked to this Site.

ADDITIONAL API TERMS OF USE

18

ACCEPTANCE OF ADDITIONAL API TERMS OF USE

18.1

By accessing and using any IRAS API(s) provided in this Site or other sites owned by IRAS that are linked from this Site, you agree to be legally bound by these Additional API Terms of Use. If you do not agree to these Additional API Terms of Use, please do not access and/or use the IRAS API(s).

18.2

Please be informed that there are additional terms of use, including limitations on use, that may apply to some IRAS API(s), found on the individual page of such IRAS API(s). It is your responsibility to read and agree to the additional terms of use that may apply to the particular IRAS API(s) before you may access and/or use the particular IRAS API(s).

18.3

Unless defined here or if the context otherwise requires, capitalised terms in these Additional API Terms of Use shall have the same meanings as set out in clause 2 on Definitions and Interpretation above.

19

REGISTRATION, SUBSCRIPTION AND ACCESS

19.1

IRAS reserves absolute discretion as to whether or not to grant you access to the IRAS API(s).

19.2

You will first have to register for an account on this Site. Upon successful registration, you may then proceed to subscribe for the IRAS API(s) available.

19.3

In order to register, subscribe and/or be granted access to the IRAS API(s), you may be required to provide certain information (such as identification or contact details) as part of the registration process for the IRAS API(s), or as part of your continued use of the IRAS API(s). You are responsible for ensuring that any registration information you provide to IRAS shall always be accurate, current and complete and you shall inform IRAS promptly of any updates. Your failure to provide accurate, current and complete registration information may result in IRAS terminating your ability to access the IRAS API(s).

19.4

Upon your successful registration and/or subscription to the IRAS API(s), subject to these Terms of Use, you will be issued with the following Confidential Information which is solely for your own information, knowledge and use:

19.4.1

Credentials which will allow you access to your account on this Site, where you may subscribe to the various IRAS API(s) available; and/or

19.4.2

a Client ID and Client Secret which will allow you to access or use the IRAS API(s) that you have subscribed for and which you are required to quote in all your communications to IRAS.

19.5

You shall not assign, sell, share, transfer or sublicense your account and/or subscription(s) to the IRAS API(s) to any other party. Consistently, you shall not disclose your Credentials, Client ID and/or Client Secret to any other party. If you become aware of any unauthorised use of your Credentials, Client ID and/or Client Secret, you agree to notify IRAS immediately. Notwithstanding the foregoing, or anything to the contrary, you are fully responsible for all activities that occur from the usage of your Credentials, Client ID and/or Client Secret.

20

CONDITIONS OF USE

20.1

When using the IRAS API(s) on this Site, you may:

20.1.1

use, access, call, command, query or request for the IRAS API(s) that you have subscribed for via the Site; and

20.1.2

create API Client(s) for the purpose of utilising the IRAS API(s), on condition that you
warrant that your API Client(s) are free of any Unauthorised Code.

20.2

When using the IRAS API(s) on this Site, you shall not:

20.2.1

sublicense your subscription to the IRAS API(s) for use by a third party;

20.2.2

create API Client(s) that functions in substantially the same way as the IRAS API(s) and offer it for use by third parties;

20.2.3

perform an action with the intent of introducing any Unauthorised Code;

20.2.4

exploit any vulnerability of the IRAS API(s) or servers, inject any unauthorised or
malicious scripts, codes, commands, queries or requests, or introduce any Unauthorised
Code through the IRAS API(s);

20.2.5

utilise information obtained through your subscription to the IRAS API(s) to defame, abuse, harass, stalk, or threaten others;

20.2.6

interfere with or disrupt the IRAS API(s) or the servers or networks providing the IRAS
API(s);

20.2.7

promote or facilitate the provision of disruptive commercial messages or advertisements;

20.2.8

reverse engineer or attempt to extract the source code from any IRAS API(s) or any related software, except to the extent that this restriction is expressly prohibited by applicable law; and

20.2.9

remove, obscure, or alter any of these Terms of Use or any links to or notices of these Terms of Use.

20.3

You agree to use the IRAS API(s) in accordance with the relevant IRAS published specifications, including all security requirements and procedures, made available to you upon your subscription to specific IRAS API(s) (if applicable).

20.4

IRAS has the sole discretion to set and enforce limits on your use of the IRAS API(s). You agree to, and shall not attempt to circumvent, such limitations that may be imposed by IRAS.

20.5

You shall only access the IRAS API(s) by means of the Credentials issued to you. You shall not misrepresent or mask your API Client’s identity when using the IRAS API(s).

20.6

You agree that IRAS may monitor your use of the IRAS API(s) to improve the service, track usage, to ensure compliance with these Terms of Use, or for security purposes.

20.7

These Additional API Terms of Use do not grant you any rights over:

20.7.1

any personal data which you may obtain, whether inadvertently or otherwise, through your usage of and/or subscription to the IRAS API(s); and

20.7.2

any intellectual property found in content accessible through the IRAS API(s) which shall remain the property of IRAS.

20.8

In the provision of IRAS API(s), IRAS is not prevented from:

20.8.1

developing its own products or services, some of which may offer the same or similar functions as your API Client(s) and/or any of your products or services; or

20.8.2

modifying any IRAS API(s) or methods of accessing the IRAS API(s) at any time.

20.9

You shall ensure that you provide and maintain sufficient technical support services for your customers. IRAS shall not be obliged to address any technical queries relating to any software that you develop or have developed using the IRAS API(s).

21

ATTRIBUTION

21.1

You need not comply with Clause 6 of these Terms of Use in seeking written permission from IRAS on the use of IRAS API(s) obtained from this Site as long as you include in your products, applications or websites that use the IRAS API(s), a conspicuous notice acknowledging the source of the IRAS API(s) and including a link to the most recent version of these Terms of Use. An example notice is provided below: [Contains information from {name of IRAS API(s)} accessed on {date of access of IRAS API(s)} from {source of IRAS API(s)} which is made available under the Terms & Conditions of Use of IRAS API Marketplace website {URL link to the Site's terms & conditions of use}].

21.2

Your right to use the IRAS API(s) may be subject to additional terms, including limitations on use, found on the individual pages of each IRAS API. You agree that IRAS may monitor your use of the IRAS API(s) to improve the service, track usage, to ensure compliance with these Terms of Use, or for security purposes.

21.3

When you use the IRAS API(s), you must utilise the access control credentials issued to you if applicable. You agree to keep such credentials secure and confidential.

22

TRANSMISSION TO OR FROM IRAS

22.1

In using the IRAS API(s), there may be either a transmission of Content to or from IRAS, or both.

22.2

Where the IRAS API(s) allow for the transmission of Content from you to IRAS, IRAS does not acquire any ownership of any intellectual property rights in the Content that you transmit to the IRAS API(s), whether through your API Client or not, except as expressly provided in these Terms of Use. For the sole purpose of enabling IRAS to provide, secure, and improve the IRAS API(s), you agree to give IRAS a perpetual, irrevocable, worldwide, sub-licensable, royalty-free, and non-exclusive license to use, host, store, modify, communicate, or publish Content transmitted, posted, or displayed to or from the IRAS API(s), whether through your API Client or not. Before you transmit Content to the IRAS API(s), whether through your API Client or not, you will ensure that you have the necessary rights (including the necessary rights from your end-users) to grant IRAS the licence.

22.3

Where the IRAS API(s) allow for the transmission of Content from IRAS to you, you do not acquire any ownership of any intellectual property rights in the Content that is transmitted from the IRAS API(s) to you, whether through your API Client or not, except as expressly provided in these Terms of Use. Before Content is transmitted from the IRAS API(s) to you, whether through your API Client or not, you will ensure that you have the necessary rights (including the necessary rights from your end-users) for Content to be transmitted from IRAS to you.

23

CONFIDENTIALITY

23.1

IRAS’ communications to you and the IRAS API(s) may contain Confidential Information.

23.2

Confidential Information excludes information falling within any one or more of the following:

23.2.1

Information which at the time of disclosure is in the public domain;

23.2.2

Information which subsequent to disclosure becomes part of the public domain other than through disclosures by you in breach of these Terms of Use;

23.2.3

Information which was in your possession at the time of disclosure to you by IRAS;

23.2.4

Information which you independently acquired or developed; and

23.2.5

Information the disclosure of which IRAS has given prior written approval.

23.3

You shall treat all information obtained from IRAS and/or IRAS API(s) as Confidential Information and safeguard it accordingly, and shall not disclose, circulate, quote, reproduce, use or permit the use of Confidential Information by any other person without the prior written consent of IRAS, except where disclosure is otherwise expressly permitted.

23.4

You shall take all necessary measures and precautions to ensure that all Confidential Information obtained from IRAS and/or the IRAS API(s) under or in connection with your subscription to the IRAS API(s):

23.4.1

is given only to your staff, authorised personnel, servants, agents, professional advisors and consultants engaged to perform and/or advise you in connection with your subscription to the IRAS API(s), strictly on a need-to-know basis; and

23.4.2

is protected whether in your premises or in the course of transmission of Confidential Information to and/or from IRAS.

23.5

Credentials are intended to be divulged to and used by you only. You shall keep your Credentials secure and confidential. You shall make reasonable efforts to prevent and discourage any other unauthorised persons from using your Credentials.

23.6

You and your employees shall not publish, release, allow or suffer the publication or release of, any news item, article, publication, advertisement, prepared speech or any other information or material acquired in the course of your subscription to the IRAS API(s) or pertaining to any part or whole of the obligations that may arise in relation to your subscription to the IRAS API(s) in any media to any Third Party without the prior written consent for the release or publication of such Confidential Information as granted by IRAS.

23.7

Upon the termination and/or expiry of your subscription to the IRAS API(s), you shall, at your own cost return to IRAS and/or, if so instructed by IRAS, destroy and/or securely purge all retained documents containing such Confidential Information so provided by IRAS and/or obtained by you under or in connection with your subscription to the IRAS API(s) (such that the Confidential Information is no longer reasonably retrievable).

23.8

The operation of this Clause 23 (Confidentiality) shall survive the expiry or termination of any of your subscription(s) to the IRAS API(s).

24

DISCLAIMERS

24.1

The IRAS API(s) are provided on an “as is” and “as available” basis. IRAS makes no representations or warranties in relation to the IRAS API(s), including but not limited to any representation or warranty as to the accuracy, completeness, reliability, service levels, continued availability, timeliness, non-infringement, title, quality or fitness for any particular purpose of the IRAS API(s) to the fullest extent permitted by the law.

24.2

To the extent permitted by law, IRAS shall not be liable to you or any Third Party and whether in contract, tort (including negligence), restitution, breach of statutory duty or otherwise, for damage or loss of any kind arising directly or indirectly from your or any Third Party’s use of, or inability to use, the IRAS API(s).

25

INDEMNITIES

25.1

You shall indemnify IRAS against all liabilities, damages, costs (including legal costs) and expenses arising directly or indirectly from:

25.1.1

any claim made by any person in connection with your use of the IRAS API(s);

25.1.2

any system failure or downtime, and/or any lost or damaged data or software, arising from or in connection with your use of the IRAS API(s);

25.1.3

your violation of any rights of another person arising from or in connection with your use of IRAS API(s); or

25.1.4

any claim made by any person in connection with the person’s use of your API Client(s), or any derived analyses or applications which you have provided.

26

SUSPENSION OR TERMINATION OF ACCESS TO IRAS API(S) BY IRAS AND DEEMED TERMINATION

26.1

The use of IRAS API(s) in the production environment is only intended for the purpose as indicated in the IRAS API service description. Any other forms of use, including all forms of tests, are strictly prohibited. In the event such activities are found to have occurred in the production environment, you will be deemed to have breached these Terms of Use, which may result in the suspension or termination of your account.

26.2

IRAS may terminate these Terms of Use, your account, your subscription(s) to the IRAS API(s) and/or suspend your access to any of the IRAS API(s) for any reason whatsoever, including where you are in breach of any of these Terms of Use. Upon such termination or suspension, you shall immediately stop using the particular IRAS API(s).

26.3

Where you are a corporate user, you will be deemed to have terminated your account and subscription(s) to the IRAS API(s) upon the occurrence of any of the following with immediate effect:

26.3.1

you cease to exist as a distinct legal entity or cease to be registered with the Accounting and Corporate Regulatory Authority of Singapore (ACRA); or

26.3.2

you undergo an amalgamation or merger with another entity.

26.4

The Disclaimers, Indemnities and Confidentiality Clauses, and any other provision of these Terms of Use which is required to give effect to termination or the consequences of such termination, shall survive the termination of these Terms of Use.

27

VOLUNTARY TERMINATION OF SUBSCRIPTION

27.1

You may voluntarily terminate your subscription to any IRAS API(s) at any time by providing IRAS with prior written notice of 1 month before your desired termination date. Upon such termination or suspension, you shall immediately stop using these IRAS API(s).

27.2

The Disclaimers, Indemnities and Confidentiality Clauses, and any other provision of these Terms of Use which is required to give effect to termination or the consequences of such termination, shall survive the termination of these Terms of Use.

28

RIGHTS OF THIRD PARTIES

28.1

No one other than a party to these Terms of Use shall have any right to enforce any of its terms.

29

GOVERNING LAW

29.1

These Terms of Use shall be governed by and construed in accordance with the laws of the Republic of Singapore. You irrevocably agree that the Singapore courts shall have exclusive jurisdiction in relation to any dispute arising from or relating to these Terms of Use, and for such purposes irrevocably submit to the jurisdiction of the Singapore courts.

29.2

IRAS reserves its rights to commence or maintain proceedings for such a dispute in the court of any other country claiming or having jurisdiction in respect thereof and you irrevocably waive any objection you may have to such proceedings being brought in any such court.

29.3

In the event of any dispute in respect of any clause in these Terms of Use, no party shall proceed to any other form of dispute resolution unless the parties have made reasonable efforts to resolve the same through mediation in accordance with the mediation procedure of the Singapore Mediation Centre. The parties shall be deemed to have made reasonable efforts in accordance with this clause 29.3 if they have gone through at least one mediation session at the Singapore Mediation Centre.

30

SCHEDULE

30.1

THIRD PARTY TERMS

30.1.1

NOTE: These Third Party Terms are furnished here for your convenience only. It is your responsibility to ensure that you have read, understood and agreed to the most up-to-date versions of these Third Party Terms.

30.1.2

CorpPass Digital Services Terms of Use: https://www.corppass.gov.sg/corppass/common/terms

30.1.3

SingPass Digital Services Terms of Use: https://www.singpass.gov.sg/singpass/common/termsofuse