CONSUMER TERMS AND CONDITIONS
OVERVIEW AND ACTIVITIES
Citrus’s service providers (“Vendors”) provide solutions for consumers looking for services (“Consumers”). Citrus provides opportunities for Vendors to participate in different types of projects with accompanying statement(s) of work for a fee or otherwise (“Projects”). Additionally, Vendors may be eligible to participate in other non-Project activities and interactions through the Citrus platform (“Platform Activities”), such as:
- selling reports and other syndicated content through Citrus’ online platform and/or third party partner sites;
- participating in online discussions with other Vendors and/or Consumers; and
- engaging in other networking and educational opportunities (e.g. through posting white papers and other content).
- You agree to provide Citrus with accurate and complete biographical information, and to promptly update that information as it changes. Citrus may verify information provided by, or about, you.
- Citrus or its Vendors may ask you for other information about yourself. Collectively, such information about you, as well as any information in your Consumer Profile and any photographs or images you choose to add to your profile, are your “Consumer Information.” You are solely responsible for maintaining and updating your Consumer Information and ensuring its accuracy. You understand that Citrus, Vendors, and Citrus’s third party partners are entitled to rely on your Consumer Information.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
- Your participation in Projects and Platform Activities is always at your discretion.
- All interactions must be set up through Citrus or its systems. Consumers are not authorized to expand the scope of a Project except to the extent Citrus has agreed otherwise in writing.
- Accepted Projects are non-cancellable and non-refundable. Neither the Consumer nor Citrus has the right to terminate the Project prior to completion.
- You shall obtain, install and maintain such suitable equipment, software, and communication means as may be required to make connection to the World Wide Web and to use the services, including a computer and modem, telecommunication facilities or other access devices, and other ancillary equipment.
- You are responsible for the confidentiality of the passwords(s) associated with the account and user identification number(s) assigned by Citrus upon registration. You shall ensure control of the password(s) and user identification number(s) for authorized usage of the services. Unless the contrary is proved, all communications and activities occurring under or referable to your user account, user identification number(s) or password shall be deemed to have been validly issued or authorized by you. You shall be liable for all costs, fees and expenses arising from any communication and activity occurring under or referable to your user account, user identification number(s) or password.
- You agree that access to and usage of the services is for its own business purposes only. You shall use the services solely in the capacity of an end-user, and shall, without Citrus’s prior written approval, reproduce, duplicate, copy, sell, resell, or exploit any portion of the services, information obtained through the services, or use or access to the services. You shall not use the services for the provision of outsourcing or service bureau-like services, without Citrus’s express prior written permission.
- You undertake not to use the services for or to carry out any activity that may be prohibited under the laws of Singapore or under any other applicable law.
- You agree to render all reasonable assistance to Citrus, as Citrus may request from time to time.
- You agree to at all times indemnify and hold harmless Citrus and its officers, employees and agents (“those indemnified”) from any against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from:
- (a) a breach by you or your employees, agents or contractors of the terms of these Terms & Conditions; or
- (b) any wilful, unlawful or negligent act or omission on your part or your employees, agents or contractors.
- You shall provide to Citrus your contact details (e.g. address, telephone number, fax number, e-mail) and shall promptly update Citrus from time to time on any change in such contact details. Where Citrus is to send any notification to you under these Terms & Conditions, Citrus shall use reasonable efforts to do so at your contact details last provided to Citrus. Citrus shall not be liable if you cannot be contacted through any one of the contact details after two (2) attempts made within a two (2) week period.
For a period of one year after the termination of your relationship with Citrus, you also agree not to knowingly solicit for employment any employee of Citrus or any Vendors to whom you were first introduced due to your status as a Consumer. There will be a reciprocal commitment from Citrus, unless otherwise agreed in writing.
- In these Terms & Conditions, “Confidential Information” shall mean any information, including without limitation, (1) the identity of Vendors (e.g., do not list Vendors on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Consumer; or (4) any other nonpublic or proprietary information of Citrus or its Vendors.
- However, Confidential Information does not include information that:
- becomes generally available to the public through no fault of the recipient;
- is, prior to its initial disclosure hereunder, in the possession of the recipient;
- is acquired by the recipient from any third party without any restrictions on its use or disclosure; or
- is independently developed by the recipient without use of the Confidential Information.
- Any Confidential Information disclosed shall be retained in confidence by the recipient and used only for the Project(s). Confidential Information may be disclosed only to employees or officers or consultants of the recipient who have a need to know. The recipient shall bear full responsibility for any harm caused to the discloser by any disclosure to the above personnel. The recipient shall use the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, dissemination or publication of the Confidential Information.
- Upon the completion or termination of any Project, or at any time within fourteen days of receipt of a written request of the discloser, the recipient shall (i) promptly return to the discloser all Confidential Information disclosed in tangible form and copies thereof; or (ii) promptly destroy such Confidential Information (including all copies thereof) and certify their destruction to the extent requested by the discloser.
- Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Vendor description to secure any required third-party consent to your participation as a Consumer.
- Some Projects or Platform Activities are collaborative, and involve working with more than one Vendor. You owe the same duty of non-disclosure to such other Vendors as you would to any Vendor under these Terms & Conditions. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Vendors, you may not, directly or indirectly, solicit those Vendors for projects or other engagements outside of Citrus without the prior permission of Citrus.
You represent that any materials, regardless of format, that you submit, upload to a Citrus website or otherwise provide to a Vendor or to Citrus (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is reproduced without requisite approvals, unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms & Conditions.
Intellectual Property Rights
- In this section, “Vendor’s IP” shall mean all and any of the Vendor’s pre-existing intellectual property. “Foreground IP” shall mean all and any intellectual property which have been created or developed by either you or the Vendor, or by collaboration between the Vendor and you, specifically for you in the course of the Project, minus Vendor’s IP and Confidential Information.
- Vendor’s IP shall be and remain the Vendor’s sole property, and participation in the Projects does not give you any rights, ownership, interest or such other interest in or to such property. All rights in respect of any modifications or alterations to the Vendor’s IP, whether carried out by you or the Vendor or its respective agents or contractors, shall be and remain the Vendor’s sole property.
- Except as expressly provided herein, you shall not, and shall procure all your employees, contractors, agents and licensees not to, directly or indirectly:
- rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Vendor's IP;
- remove any proprietary notices from the Vendor's IP;
- publish or disclose to third parties any evaluation of the Vendor's IP without the Vendor’s prior written consent.
- During the course of the Project, the Vendor agree to grant to you and your contractors, agents and licensees a non-exclusive, non-transferable, and royalty-free licence to use the Vendor's IP that have been used or embodied in or in connection with the Project solely for the purposes of using the Foreground IP.
- You further agree and acknowledge that until the fees for the Project is paid in full to the Vendor, all Foreground IP shall be and remain the Vendor’s sole property; and that participation in the Project does not give you any ownership, interest or such other interest in or to such property. Until the fees for the Project is paid in full by you to the Vendor, the Vendor grants to you and your contractors, agents and licensees a non-exclusive, non-transferable, and royalty-free licence to use the Foreground IP.
- Upon the full payment of the fees for the Project, the Vendor shall assign absolutely and irrevocably to you all rights, interest, title and benefit in the Foreground IP created and/or developed by the Vendor during such Project. However, you agree to grant to the Vendor and its contractors, agents and licensees a non-exclusive, non-transferable, and royalty-free licence to use the Foreground IP solely for non-commercial purposes.
- Upon the completion or termination of the Project, subject to full payment of the fees due and payable by you, the Vendor agrees to grant to you and your agents and contractors a non-exclusive, non-transferable, irrevocable, perpetual and royalty-free licence to use, modify, and create derivative works of the Vendor's IP that have been used or embodied in or in connection with the Project solely for the purposes of using the Foreground IP.
- Notwithstanding the above, in the event that you fail to pay all fees due and payable for the Project, the Vendor shall have the right to revoke any and all licences granted to you with respect to the Vendor's IP and the Foreground IP by giving written notice to you.
- Syndicated Content: The Vendor retains ownership to Content that the Vendor submits for sale or license to you other than in connection with a Project (“Syndicated Content”); however, the Vendor provides Citrus a limited license to market and promote such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with Citrus’s automated search and suggestion systems.
- Citrus Publications: Content that the Vendor and/or you submit for publication by Citrus (“Publications”), other than Syndicated Content, shall be owned by Citrus and you shall retain no license to use such Content unless otherwise provided by Citrus in the terms of such Publication.
- Recordings/Transcriptions: Subject to confidentiality provisions, Citrus may invite you to participate in a Project for which your image and/or voice may be recorded and/or transcribed ('Recordings') by Citrus or its agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. You agree, notwithstanding anything else in these Terms & Conditions, that Citrus (or if applicable, the Consumer who records their Projects as facilitated by Citrus) owns such Recordings and has the exclusive right to attribute such Recordings to you and to use, distribute, reproduce, publish, reprint, modify, adapt and sublicense such Recordings, in whole or in part, in original form or as edited or modified by Citrus, in all languages and forms, strictly for the purposes of complying with audit, legislative and/or regulatory requirements.
- Reference Program: Further or in the alternative, Citrus may invite you to participate in a references program on terms and conditions to be mutually agreed. You however agree that any such data and/or information may be used by Citrus on its websites and/or other materials for the purposes of sales and marketing.
- Content License: For all Content other than Project Content, Retained Content, Syndicated Content, and Recordings, you grant Citrus a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by Citrus, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
- Content Release & Indemnification: You additionally release Citrus, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Citrus and its Consumers from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.
- You agree that Citrus may collect and retain information about you, including but not limited to your Consumer Information, (“your information”), and contact you by email, telephone, or otherwise, to process and administer details of your status as a Consumer, to provide you with opportunities to participate in Projects, to assist with required approvals and consents for Project participation, to comply with applicable laws and Consumer compliance policies, and to tell you about Citrus’s business. You agree that Citrus may also use and analyze your information to administer, support, improve, market, promote, and develop the business of Citrus, its affiliates, and their respective business partners while you are a Vendor and thereafter.
- You agree that Citrus may disclose your information to Vendors and non-Vendor third parties for the purpose of promoting Citrus’s business, including without limitation by displaying such information on Citrus's websites, Citrus’s third party partner websites, print media, and other materials (collectively, “Marketing Materials”). You may opt-out of this promotional use through the opt-out tool located on your profile page. If you opt out of this promotional use or terminate your participation as a Consumer, Citrus will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information. If you terminate your participation as a Consumer, Citrus will use reasonable efforts to cease email and telephone contact with you. Notwithstanding the foregoing, any such opt-out will not apply to your submissions of Syndicated Content or Publications, or participation in Citrus Events (as described above). You agree that Citrus may disclose your information and your participation as a Consumer to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of confirming any consents or approvals you may need to participate as a Consumer or in specific Project(s).
- You agree that Citrus may disclose your information in response to legal process, to protect Citrus’s rights, as otherwise required by law, or for the prevention or detection of a crime. If Citrus sells all or part of its company or enters into a partnership with another business entity, you agree that Citrus may disclose your information to its new business partners or owners who may then provide you with information about their products and services. You agree that Citrus may share your information with third parties to further the businesses of Citrus, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to you without your prior consent. Citrus will not sell your information to third-party marketers or similar organizations. Whenever Citrus shares your information, Citrus will always give due consideration to ensure that any disclosure does not cause any unwarranted prejudice to your privacy.
- Our Vendors may be required, by law or their own compliance policies, to disclose certain details of your consulting, including your name and the amount you were paid (“Required Vendor Disclosures”). You authorize Citrus to make Required Vendor Disclosures on behalf of and at the direction of Vendors and you agree to provide any additional information necessary to complete any Required Vendor Disclosures.
- You agree that your information will be held by Citrus in Singapore and may also be held and accessed by Citrus staff and third parties working for Citrus, or Citrus's subsidiaries and affiliates, inside and outside Singapore. If your information is gathered outside Singapore, you agree that it may be transferred to Citrus’s Singapore offices to be used for these purposes, and it may be transferred to and shared with any of Citrus's worldwide locations.
- You agree that Citrus may, if it so chooses, conduct a background check on you, including through a third-party service. Citrus may seek to confirm your employment history and education credentials, as well as check for any criminal history. Citrus may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Vendors. As it conducts background checks and other verifications, you agree to cooperate with Citrus and provide any necessary consents.
- You agree that Citrus may retain your information for its business purposes if you cease to be a Consumer, provided that Citrus will protect all such information about you in accordance with these Terms & Conditions.
PAYMENT BY CONSUMERS
In order to participate in Projects and Platform Activities, you must provide us with complete and accurate payment information.
Additionally, you agree as follows:
(i) You shall make payment to Citrus of all applicable fees (“Fees”), including the annual subscription fee for accessing the Citrus Platform, including but not limited to related technical support, in accordance with the rates and fees as may be amended from time to time. Notification of new rates and fees will be either posted on the website or sent to you via electronic or written means. Payment of Fees shall be in accordance with such payment modes as Citrus may prescribe from time to time. Payments by you to Citrus shall be the full amount billed and free of any deduction or any nature whatsoever, including without limitation, deductions for bank charges, official fees, taxes or any other expense or charge incurred by you.
(ii) By submitting cheque, credit card, wire transfer and/or other payment details to Citrus, you warrant that you are entitled to participate using those payment details. In the case of unauthorised payments, Citrus reserves the right to suspend or terminate your access to Citrus’s website(s).
(iii) If you have submitted an authorization form allowing for direct debit from a bank account designated by you (“Designated Account”), Citrus shall be entitled to and you hereby authorize Citrus to debit directly, without any notice, the Fees and other monies due to Citrus from your Designated Account.
(iv) If collection of payment through direct debit is unsuccessful or if payment is not received by Citrus (whichever is the case), late payment interest will be imposed as provided in this section You will be informed of the unsuccessful collection or non-payment and requested to make available the funds and/or make any other arrangement deemed necessary with the bank within a specified time period (“Payment Period”). In direct debit cases, you shall inform Citrus when they have completed the arrangement with the bank.
(v) If Citrus does not receive any payment or notification as aforesaid from you within the Payment Period, Citrus will suspend the services provided to you. If Citrus still does not receive any said payment or notification from you or is unable to contact you at his last known contact details within one (1) week from the Payment Period, Citrus shall be entitled to terminate this agreement forthwith and you will be de-registered as an authorized user of the Services. The above shall be without prejudice to the rights of Citrus in respect of the non-payment of the Fees and interest accrued thereon due from you.
(vi) You shall notify Citrus of any discrepancies in the amounts charged within thirty (30) days of notification of any payable Fees, failing which the amount charged shall be deemed correct and you shall not be entitled to dispute the same or bring any action or proceedings against Citrus in respect thereof.
(vii) Citrus may impose a late payment interest of 1% per month on Fees that are unsuccessfully collected or outstanding from the due collection/payment date until actual collection/payment date.
(viii) In direct debit cases, you will bear all charges imposed by the relevant bank, including but not limited to charges in relations to maintenance of your account, all debits of payment (whether successful or unsuccessful), or overdrawn account. You will also bear all charges incurred by Citrus in connection with the unsuccessful debit of payment from your bank account.
(ix) You shall be responsible for the printing of its bills which are made possible electronically as part of the services. Citrus will not be sending invoices to you for the Fees incurred in the use of the services. Bills for ancillary services will be rendered by Citrus on a case by case basis and payment terms will be as stated in each bill.
(x) In the event that Citrus is compelled to commence any legal action to recover unpaid Fees, you agrees that Citrus shall be entitled to claim legal costs on a full indemnity basis from you.
Right to Injunction
Limitation on Liability
In no event shall Citrus be liable to you or any other party for any damages resulting from or relating to your participation as a Consumer, the performance of any services by a Vendor, or the business operations of Citrus, including without limitation for any incidental, consequential, punitive or special damages regardless of the theory of liability and even if Citrus was informed of the possibility of such damages. Citrus agrees that for its part it shall not seek to impose on any individual Consumer any liability for damages, so long as such damages do not relate to or arise out of the failure of the Consumer to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Consumer that constitutes gross misconduct. You are solely responsible for your actions. Citrus shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Any dispute arising out of or in connection with these Terms & Conditions, including any question regarding its existence, validity or termination, shall be determined by arbitration in Singapore in accordance with the LawSoc Arbitration Rules in force at the commencement of the arbitration.
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the laws of Singapore.
The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.
Survival of Certain Provisions