Device Support Services: Terms and Conditions
The following terms and conditions (the “Device Terms”) govern the relationship between Glints Singapore Pte Ltd (UEN: 201607739W), a company incorporated in Singapore with its registered address at 67 Ayer Rajah Crescent, #02-25, Singapore 139950 (“Glints Singapore”), and its Affiliates (collectively referred to as “Glints Group”) and the user of Glints Services (“Client”). Client may include any entity, candidate, or applicant using Glints Services.
As used in this Device Terms, “Glints” means Glints Singapore and its applicable Affiliates, and Client also includes any of its Affiliates.
Throughout this Device Terms, Glints Group and Client shall be individually referred to as “Party” and collectively as the “Parties”. Upon acceptance of the terms of this Device Terms on the Glints Platform and/or using the Glints Services, the Client agrees to be bound by the terms of this Device Terms.
IT IS AGREED as follows:
In this Device Terms:
The Schedules and each Order Form form part of this Device Terms. If there is a conflict, the following order of precedence applies: (a) the Order Form, but only for expressly identified commercial or service-specific deviations; (b) this Device Terms; (c) the applicable Service Schedule; and (d) any other document. Client purchase-order terms do not apply unless expressly accepted by Glints in writing.
Headings do not affect interpretation. “Including” means including without limitation. References to writing include email, except where signature is expressly required.
The Client appoints Glints and, where stated in the Order Form, its Affiliates to provide the selected Glints Services. Glints accepts that appointment subject to this Agreement.
Glints has no obligation to provide any service not expressly selected in an Order Form. Any additional service, country, volume, integration, configuration or deliverable is subject to written agreement, operational feasibility and additional fees.
Glints may perform the Glints Services through Affiliates and Third-Party Providers. Glints remains responsible only for its own obligations expressly assumed under this Device Terms and does not assume the independent obligations of any Third-Party Provider.
The Parties may enter into multiple Order Forms. Each Order Form is a separate commercial engagement under this Device Terms and may have its own term, fees, countries, volumes, service levels and termination provisions.
Glints may reject, defer or condition any request that is unlawful, unsafe, technically unsupported, commercially impracticable, outside its operational capability, inconsistent with this Device Terms, or likely to expose Glints or any Affiliate to legal, regulatory, financial, security, reputational or operational risk.
Either Party may request a change to the Glints Services. No change is binding unless recorded in a written change order, revised Order Form or other written confirmation accepted by authorised representatives of both Parties.
A change may affect fees, timelines, service levels, dependencies, minimum commitments and third-party costs. Glints is not required to begin changed work until any additional advance funding has been received.
The Client shall pay the fees, minimum commitments and Pass-Through Costs stated in the Order Form. Unless expressly stated otherwise, all amounts are exclusive of taxes, duties, levies, bank charges, foreign-exchange costs, insurance and shipping.
Glints may require full or partial advance funding before placing an order, engaging a Third-Party Provider, purchasing a licence, arranging a shipment or incurring any liability. Glints has no obligation to proceed until cleared funds are received.
Any amount paid, committed or incurred by Glints in accordance with the Client’s instructions is fully reimbursable by the Client, regardless of any dispute with a Third-Party Provider or issue with a Device, shipment or software licence.
If actual Pass-Through Costs exceed an estimate or advance, the Client shall pay the shortfall on demand. Any surplus may, at Glints’ election, be refunded or credited against future invoices.
The fees, minimum commitments, Pass-Through Costs and any other charges payable under Clause 5.1 shall be separately identified and itemised in the Order Form, together with the applicable payment terms for each such fee, cost or charges. Each invoice shall be payable in accordance with the applicable payment term specified in the Order Form. Late amounts may bear interest at 1% per month or the maximum lawful rate, whichever is lower, plus reasonable collection costs.
The Client must raise a good-faith invoice dispute within 7 days after invoice date, identifying the disputed amount and reasons. Undisputed amounts remain payable. Failure to dispute within that period constitutes acceptance, except for manifest error.
Recurring fees may be charged in advance. Storage fees continue until all relevant Devices have been collected, returned, transferred, disposed of or otherwise removed from storage. Failed collections, redeliveries, special handling, after-hours work and out-of-scope support are chargeable at Glints’ then-current rates.
Glints may adjust fees on 30 days’ notice to reflect third-party price increases, currency movements, taxes, regulatory changes, minimum-wage or operating-cost changes, changes in scope or volume.
Notwithstanding any Device price or estimate in an Order Form, Glints may adjust the price payable for a Device where, after the relevant Order Form is issued or accepted and before Glints has placed or become irrevocably committed to the relevant order, there is a material increase in the cost of procuring the Device due to circumstances beyond Glints’ reasonable control, including but not limited to changes in supplier or manufacturer pricing, product availability, foreign-exchange rates, taxes, duties, tariffs, shipping or logistics costs, regulatory requirements or other third-party charges. Glints shall notify the Client of any such adjustment as soon as reasonably practicable, and the Client shall pay the adjusted amount as a condition to Glints proceeding with the relevant order.
Devices, software, connectivity, logistics, warehousing, repair, insurance and other third-party products or services are supplied by independent Third-Party Providers. Glints does not manufacture, sell, resell, distribute, import, lease or warrant a Device unless the applicable Order Form expressly states otherwise.
Third-party terms may apply. The Client authorises Glints to accept operationally necessary third-party terms on the Client’s behalf, provided Glints will not knowingly agree to any material long-term financing or exclusivity obligation without the Client’s written approval.
Glints is not responsible for any act, omission, delay, insolvency, fraud, breach, price increase, stock shortage, discontinuation, service outage or failure of a Third-Party Provider. Any third-party warranty or remedy is limited to that actually made available by the relevant Third-Party Provider.
At the Client’s cost, Glints may provide reasonable administrative assistance with warranty, repair, return, refund, insurance or carrier claims. Such assistance does not make Glints responsible for the outcome or extend any claim period.
For procurement Glints Services, Glints acts solely as purchasing support provider and authorised agent.
To the extent possible, title and risk pass directly from the vendor to the Client under the vendor’s terms. If title temporarily vests in Glints for administrative convenience, it is held on a temporary and non-beneficial basis pending transfer.
Unless the Order Form states otherwise, risk passes to the Client no later than delivery to the Client’s designated address, End User, courier collection point or other nominated recipient. For Devices later returned to Glints for custody Glints Services, the custody risk provisions in Clause 9 apply from confirmed receipt.
The Client shall inspect Devices promptly and notify Glints of visible shortage, transit damage or incorrect delivery within two (2) Business Days. Failure to do so constitutes acceptance for visible issues, without prejudice to any non-excludable vendor warranty.
This Clause 7A applies only where Managed Device Services is expressly selected in an Order Form. The Order Form shall identify the Managed Device Owner, the Managed Devices, Managed Device Charges, delivery location, permitted territory, insurance requirements, return conditions and any purchase option (if applicable).
Where Glints or a Glints Affiliate is identified as the Managed Device Owner, it owns and manages the Managed Devices to the Client subject to this Device Terms. Where a Third-Party Provider is identified as the Managed Device Owner, Glints acts only as disclosed administrator, coordinator or collection agent and does not assume the Managed Device Owner’s ownership, warranty, financing or other obligations. The Client shall comply with any disclosed third-party leasing terms, which apply in addition to this Device Terms.
Managed Device Services is subject to credit, compliance and operational approval. Managed Device Owner may require financial information, guarantees, deposits, advance rentals, direct-debit arrangements or other credit support before delivery and may decline or withdraw an uncommenced Managed Device Services without liability.
Legal and beneficial title to each Managed Device remains with the Managed Device Owner at all times. The Client and each End User receives only a limited right to possess and use the Managed Device during the Managed Device Service term in accordance with this Device Terms or otherwise agreed in the Order Form.
The Client shall not sell, assign, sublease, pledge, charge, encumber, dispose of, part with possession of, or permit any lien over a Managed Device; represent that it owns the Managed Device; or allow it to become a fixture or accession to other property. The Client shall keep all ownership labels and asset tags intact and shall promptly notify Glints of any seizure, attachment, insolvency claim or third-party assertion affecting a Managed Device.
No ownership transfers to the Client at the end of the Managed Device Service term unless an express purchase option is stated in the Order Form and all conditions and amounts for that option have been satisfied. Any purchase option is personal to the Client, cannot be exercised while a default continues, and excludes taxes, transfer, data-erasure and delivery costs unless expressly stated otherwise.
Managed Device Charges are payable at the frequency stated in the Order Form and are separate from logistics, storage, setup, support, insurance, taxes and Pass-Through Costs. The Client’s payment obligations are absolute and unconditional and shall not be reduced, withheld, set off or suspended because of any dispute with an End User, vendor, insurer, manufacturer or Third-Party Provider, except to the extent required by non-excludable law.
Any deposit or credit support may be applied against unpaid amounts, damage, loss, missing accessories, return costs or other liabilities. Application of a deposit does not limit the Client’s liability, and the Client shall replenish it on request. Any remaining balance may be returned after final inspection and reconciliation, without interest unless required by law.
The Client shall bear all taxes, duties, levies, registration, environmental, import, export, withholding and similar charges relating to the Managed Device Services, possession, transport, use or return of a Managed Device, other than taxes imposed on the Managed Device Owner’s net income. If withholding is required, the Client shall gross up the payment so that the recipient receives the amount it would have received absent the withholding, except where prohibited by law.
Delivery dates are estimates and Clauses 8.1 to 8.3 apply. The Client shall inspect each Managed Device promptly and notify Glints in writing of any visible shortage, incorrect model or material transit damage within two (2) Business Days after delivery. If no timely notice is given, the Managed Device is deemed accepted for visible matters.
Acceptance, use, configuration or deployment confirms that the Managed Device is suitable for the Client’s selected purpose, subject only to any non-excludable manufacturer warranty. Glints or the Managed Device Owner do not warrant that a Managed Device will meet a particular technical, security, compatibility, performance or business requirement unless expressly stated in the Order Form.
The Client shall ensure each Managed Device is used only for lawful business purposes, by authorised End Users, in accordance with manufacturer instructions, security requirements, software licences, acceptable-use policies and Applicable Law. The Client remains fully responsible for each End User’s possession, use, acts and omissions.
A Managed Device may not be permanently relocated outside the country or territory stated in the Order Form, exported, imported or transferred across borders without Glints’ prior written approval and completion of any required customs, tax, sanctions, export-control and insurance arrangements. All related costs and risks are borne by the Client.
The Client shall maintain accurate records of the location, custodian, asset identifier and condition of each Managed Device and shall provide them promptly on request.
From delivery until confirmed return, the Client bears responsibility for custody, care and preservation of each Managed Device and shall keep it in good operating and cosmetic condition, fair wear and tear excepted. The Client shall protect it against loss, theft, liquid damage, impact, unauthorised access, malware, extreme temperature, battery misuse and other reasonably avoidable risks.
The Client shall not materially alter, open, repair, upgrade, engrave, permanently mark, remove components from or install unauthorised firmware on a Managed Device without prior written approval. Approved repairs or modifications become part of the Managed Device without compensation unless otherwise agreed.
The Client is responsible for routine maintenance, charging, software updates and manufacturer-recommended care unless an Order Form expressly includes managed maintenance. Repairs must be performed by an authorised provider. Glints may charge the Client for inspection, diagnosis, repair, replacement parts, shipping and loss of use not covered by an applicable warranty.
All chargers, adapters, cases, cables, peripherals, security keys, manuals and other accessories supplied with a Managed Device must be returned with it. Missing or materially damaged items are chargeable at replacement cost plus reasonable administration and logistics fees.
Risk of loss, theft, destruction, confiscation, disappearance and damage to a Managed Device passes to the Client on delivery and remains with the Client until confirmed receipt by Glints, the Managed Device Owner or its designated return facility. Risk is not suspended while a claim, repair, collection or investigation is pending.
The Client shall notify Glints within 24 hours after becoming aware of loss, theft, material damage, seizure or a security incident involving a Managed Device; take reasonable steps to mitigate loss; provide police, courier, incident and insurance reports (if applicable); preserve relevant evidence; and cooperate with remote lock, wipe, recovery and claim procedures.
If a Managed Device is lost, stolen, destroyed, not returned, damaged beyond economic repair or otherwise declared a total loss by Glints or the Managed Device Owner, the Client shall immediately pay the Casualty Value together with accrued Managed Device Charges, deductibles, taxes, recovery and administration costs. Payment does not transfer title unless the Managed Device Owner expressly agrees in writing.
If a damaged Managed Device is repairable, the Client shall pay all repair, diagnosis, shipping and related costs not recovered under warranty, together with Managed Device Charges continuing during repair. A temporary or replacement device is not guaranteed and, if provided, may incur additional charges.
The Client remains responsible for all data stored on or accessible through a Managed Device, for backups, account security, encryption, MDM enrolment where MDM enrolment is not included as part of the Glints Services selected by the Client under the applicable Order Form, lawful monitoring and timely removal of personal and confidential information. Glints or the Managed Device Owner are not responsible for data loss or disclosure resulting from loss, theft, repair, return, repossession, reset or failure by the Client to secure or back up data.
The Client authorises Glints, the Managed Device Owner and their providers, where reasonably necessary following return, default, security incident or termination, to lock, locate, access, inspect, reset, reimage or erase a Managed Device, subject to Applicable Law. The Client shall obtain all required End User notices and consents and shall not place personal data on a Managed Device where such processing would prevent lawful administration or return.
On expiry, termination, replacement request, employees’ termination, resignation or employee departure for whatever reasons, demand following default, or otherwise on Glints’ written demand, the Client shall at its cost return each Managed Device by the deadline and method stated by Glints in writing, securely packaged, free of personal data, activation locks, accounts, passwords, liens and unauthorised software, and together with all supplied accessories.
A Managed Device is returned only upon confirmed receipt at the designated facility. Courier handover or collection booking does not by itself constitute return. Managed Device Charges and risk continue until confirmed receipt, unless the Order Form expressly provides otherwise.
Glints or the Managed Device Owner may inspect and grade a returned Managed Device. The Client is liable for damage beyond fair wear and tear, missing parts, unauthorised alterations, contamination, failure to remove locks or data, and reasonable costs of cleaning, testing, repair, restoration, erasure, replacement, disposal and administration. Photographs and inspection records are prima facie evidence absent manifest error.
“Fair wear and tear” means deterioration arising from careful normal use during the Managed Device Service term and excludes cracked screens, dents, deep scratches, liquid or impact damage, missing keys or ports, battery swelling caused by misuse, broken seals, unauthorised repair, stickers or engraving that cannot be removed without damage, and missing accessories.
If the Client fails to return a Managed Device pursuant to Clause 7A.9.1 above, Glints may charge holdover rent, failed-recovery and storage costs and may require immediate payment of the Casualty Value. Acceptance of holdover payments does not waive the right to demand return or exercise other remedies.
The Client may not terminate a Managed Device Service unless the Order Form expressly permits early termination. Where permitted, the Client shall pay the stated early termination amount or, if none is stated, all unpaid Managed Device Charges for the balance of the Managed Device Service term, plus return, restoration, third-party break, funding, tax and administration costs, less any credit expressly approved by Glints.
Substitution, upgrade, downgrade, transfer to another End User, country relocation or extension of a Managed Device Service requires prior written approval and may be subject to repricing, a renewed minimum term, new credit approval and additional fees.
A default occurs if the Client fails to pay any amount when due; breaches Clause 7A; provides materially false credit or ownership information; becomes insolvent or subject to analogous proceedings; abandons, conceals, unlawfully transfers or materially endangers a Managed Device; or if Glints reasonably believes recovery, ownership, security or compliance is at material risk.
On a default, Glints or the Managed Device Owner may, to the extent permitted by law and without prejudice to other rights: suspend related Services; terminate the affected Managed Device Service; require immediate return; accelerate accrued and future Managed Device Service Charges or charge the applicable early termination amount; require payment of Casualty Value; remotely lock or disable the Managed Device; enter agreed business premises at a reasonable time to recover it with the Client’s cooperation; and recover reasonable enforcement, collection, legal, logistics, storage and repossession costs.
The Client shall ensure its employment and End User arrangements permit timely return and lawful remote administration of Managed Devices. Glints is not a debt collector or enforcement agent and is not required to use coercive measures, enter a private residence, resolve ownership disputes or commence proceedings against an End User. The Client remains liable even where an End User refuses or fails to return a Managed Device.
Termination of this Device Terms, an employment arrangement or another Service does not automatically terminate a Managed Device Service or release the Client from Managed Device Charges, return duties, Casualty Value, indemnities or other accrued and continuing obligations.
Without limiting Clause 19, the Client shall indemnify Glints, the Managed Device Owner and their Affiliates, personnel and providers against claims, losses, penalties, costs and liabilities arising from the possession, use, location, transport, export, import, loss, damage, unauthorised transfer, End User conduct, injury, property damage, data, software, taxes, liens or failure to return a Managed Device, except to the extent finally determined to result from the indemnified party’s fraud or wilful misconduct.
To the maximum extent permitted by law, Glints or the Managed Device Owner have no liability for loss of use, business interruption, substitute equipment, End User downtime, data loss, rejected insurance claims or any indirect or consequential loss arising from a Managed Device. Any liability remains subject to Clause 20 and, where the Lessor is a Third-Party Provider, is limited to remedies actually made available by Glints or that Managed Device Owner.
Clauses concerning ownership, payment, risk, loss, return, inspection, data, indemnity, liability, default and enforcement survive expiry or termination until all Managed Devices are returned or otherwise accounted for and all amounts are paid in full.
Delivery dates are estimates unless expressly stated as guaranteed in an Order Form. Timelines are subject to stock, vendor processing, carrier availability, customs, recipient cooperation, Client approvals and events beyond Glints’ reasonable control.
The Client is responsible for accurate addresses, recipient availability, import and export eligibility, product classification, licences, permits, sanctions compliance, customs valuation and payment of duties and taxes, unless the Order Form expressly assigns a responsibility to Glints.
The Client authorises disclosure of necessary recipient and shipment information to couriers, customs brokers and authorities. Glints may refuse dangerous goods, swollen or damaged batteries, contaminated equipment, prohibited items or inadequately packaged Devices.
Failed delivery, redelivery, return-to-sender, customs storage, abandonment, special handling and disposal charges are borne by the Client. Carrier liability and claim periods apply to any loss or damage in transit, and Glints’ liability does not exceed amounts actually recovered from the carrier, except to the extent caused by Glints’ fraud or wilful misconduct.
A Device is deemed received into custody only when scanned or otherwise acknowledged at the designated facility. Glints may use its own or a Third-Party Provider’s facility and may relocate Devices between facilities where reasonably necessary.
Glints will use commercially reasonable care consistent with ordinary warehouse practices. Glints is not an insurer or strict-liability bailee and does not guarantee segregation, continuous power, climate control or enhanced security unless expressly included in the Order Form.
Glints is not liable for latent defects, ordinary wear, battery degradation, corrosion, inherent vice, pre-existing damage, inadequate packaging, manufacturer defects, data loss, or deterioration arising from prolonged storage.
Inventory records are based on identifiers that are visible and reasonably accessible. Glints does not warrant that serial numbers, asset tags or Client-provided records are accurate. The Client must dispute an inventory record within five Business Days after it is made available.
Unless otherwise agreed, Glints’ maximum liability for a Device while in confirmed custody is the lower of: (a) its fair depreciated market value immediately before the loss; (b) its documented original purchase price less straight-line depreciation over 36 months, subject always to the aggregate cap in Clause 19.
The Client shall maintain insurance for Devices unless an insurance service is expressly purchased. Any insurance is subject to insurer terms, deductibles, exclusions and claim decisions.
If a Device remains unclaimed for 60 days after termination or Glints’ written request for instructions, Glints may continue charging storage and, after a further 30 days’ notice, return, recycle, sell or dispose of it. Net sale proceeds, after costs, may be credited to the Client; Glints has no obligation to obtain a particular price.
Any inspection or grading is a limited visual and basic functional assessment at the time performed. It is not a forensic, engineering, electrical-safety, cybersecurity, battery-health or full diagnostic assessment and does not constitute a warranty of present or future condition.
Photographs, scan records and inspection notes maintained by Glints are prima facie evidence of condition and receipt, absent manifest error. The Client must challenge a grade within five Business Days.
Cleaning is limited to ordinary external cleaning. Glints may refuse Devices presenting hygiene, chemical, biological, electrical or safety risks and may charge for specialist handling or disposal.
The Client expressly authorises Glints and its Third-Party Providers to access, reset, reimage, configure, erase, overwrite or remove data, user profiles, device-management profiles, applications and credentials from Devices where included in an Order Form.
These actions may permanently delete data and software. The Client is solely responsible for backups and for ensuring that instructions are lawful and authorised. Glints has no obligation to recover data or preserve settings unless expressly agreed.
Glints does not guarantee that data will be recoverable or irrecoverable. Standard factory reset or reimaging is not certified forensic erasure. Certified erasure or physical destruction must be expressly ordered and is subject to separate procedures and fees.
Glints is not responsible for activation locks, encryption, inaccessible accounts, missing credentials, invalid licences or inability to complete the work. Additional specialist work may require a revised quote and advance funding.
Glints will make two (2) collection attempts unless otherwise stated in the Order Form. Collection depends on End User cooperation, correct contact details, lawful Client instructions and courier availability. Glints does not guarantee successful recovery.
Glints is not a debt collector, enforcement agent or repossession company and has no authority to enter premises, seize property, use coercion or resolve ownership disputes. The Client remains responsible for communications and legal steps required to secure return.
The Client bears all courier, failed-attempt, redelivery, dispute, special handling and storage costs. Risk remains with the Client until confirmed receipt into custody under Clause 9.
Glints is not responsible for personal belongings, cash, documents, SIM cards or other items returned with a Device and may discard non-Device items where reasonably necessary.
Subject to payment and compliance, Glints grants the Client a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable Order Form term for Authorised Users to access the Glints Platform solely for the Client’s internal business purposes.
The Client shall not reverse engineer, decompile, disassemble, copy, scrape, modify, create derivative works from, circumvent security of, interfere with, conduct unauthorised testing of, resell, sublicense, use for a service bureau, or remove proprietary notices from the Glints Platform, except to the extent such restriction is prohibited by law.
The Client is responsible for Authorised Users, account administration, device and network security, valid licences, and all activities under its accounts. Glints may suspend access to address a security threat, suspected unlawful use, non-payment or material breach.
Glints Platform availability may be affected by maintenance, third-party integrations, connectivity, MDM providers, app providers or events beyond Glints’ control. Glints does not warrant uninterrupted, error-free or vulnerability-free operation or that every integration will remain available.
Where MDM or software-management Glints Services are selected, Glints may connect, administer or act through the Client’s existing MDM, identity, HRIS or SaaS systems only within the permissions and instructions provided by the Client.
The Client remains the system owner and is responsible for policies, enrolment authority, licences, administrator permissions, legal notices, employee consents, compliance rules and approval of any remote action, including lock, wipe, account disablement or deletion.
Glints is not responsible for third-party platform functionality, licence compliance, incompatibility, failed enrolment, delayed commands, user circumvention, offline Devices or actions initiated by the Client or another administrator.
Each Party shall comply with Applicable Law relating to Personal Data. Unless otherwise stated in a data-processing addendum, the Client determines the purposes and means of processing Client Data and Glints processes it on the Client’s documented instructions to provide the Glints Services.
The Client warrants that it has provided all notices and obtained all consents and other legal bases required for Glints, its Affiliates and Third-Party Providers to process and transfer Client Data, including across borders and to the countries stated in the Order Form.
Glints shall maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of Client Data and Services. No system is completely secure, and Glints does not warrant that a security incident will never occur.
Glints may use Affiliates and Third-Party Providers as subprocessors and may transfer Client Data where reasonably necessary to provide the Glints Services. On request, the Parties shall enter into a reasonable data-processing addendum.
Glints shall notify the Client without undue delay after confirming a Personal Data breach affecting Client Data, where notification is required by Applicable Law, and shall provide reasonably available information and cooperation at the Client’s cost unless the breach was caused by Glints’ breach.
After termination, Glints may retain Client Data for legal, audit, security, backup and dispute purposes, and may delete or anonymise it in accordance with its retention practices. Data export or transition work is chargeable unless included in the Order Form.
Each Receiving Party shall protect the Disclosing Party’s Confidential Information using at least reasonable care and shall use it only to perform or receive the Glints Services, exercise rights or comply with law.
A Receiving Party may disclose Confidential Information to its Affiliates, personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations, and as required by law or authority, where legally permitted after reasonable notice.
Confidential Information does not include information that the Receiving Party can demonstrate is public without breach, lawfully known without restriction, lawfully received from a third party, or independently developed without use of the Confidential Information.
These obligations continue for five years after disclosure, except for trade secrets and Personal Data, which remain protected for so long as required by law or while confidential in nature.
The Client retains ownership of Client Data and Client-owned Devices. Glints and its licensors retain all rights in the Glints Platform, Glints Services, documentation, templates, workflows, methodologies, reports, configurations, software, know-how and improvements, excluding Client Data.
The Client grants Glints, its Affiliates and Third-Party Providers a non-exclusive licence to use, host, copy, modify and disclose Client Data solely as reasonably necessary to provide, secure and support the Glints Services and comply with law.
Glints may collect and use service, device and usage telemetry in aggregated or de-identified form for analytics, security, benchmarking, product improvement and business operations, provided it does not identify the Client or an individual.
Feedback may be used by Glints without restriction or payment, provided Glints does not disclose Client Confidential Information.
Glints warrants that it will perform the Glints Services with reasonable skill and care. The Client’s exclusive remedy for a proven breach is re-performance of the affected Service where reasonably practicable, provided the Client notifies Glints promptly.
Except as expressly stated, the Glints Services, Glints Platform, Devices and third-party products are provided “as is” and “as available”. To the maximum extent permitted by law, Glints excludes all express, implied and statutory warranties, including title, merchantability, satisfactory quality, fitness for purpose, compatibility, security, accuracy, non-infringement, uninterrupted availability and any result or outcome.
Glints does not warrant successful procurement, delivery, collection, repair, recovery, data erasure, platform integration, device compliance, employee cooperation or any particular operational, financial or security outcome.
The Client shall indemnify, defend and hold harmless Glints, its Affiliates and their personnel and subcontractors from claims, losses, liabilities, penalties, damages, costs and reasonable legal fees arising from:
The indemnity does not apply to the extent a claim is finally determined to have been caused by Glints’ fraud or wilful misconduct. Glints shall give reasonable notice and may control the defence. The Client shall not settle a claim admitting liability by Glints or imposing non-monetary obligations on Glints without consent.
To the maximum extent permitted by law, neither Party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, business, opportunity, goodwill, anticipated savings, data or use, even if advised of the possibility.
Glints has no liability for:
Subject to Clause 20.5, Glints’ total aggregate liability arising out of or in connection with an Order Form shall not exceed the service fees actually paid under that Order Form in the three months immediately preceding the event giving rise to the claim. Pass-Through Costs, Device costs, taxes, duties, freight, insurance and reimbursed expenses do not count toward the cap.
Where liability relates to a Device in confirmed custody, Clause 9.5 applies per Device and remains subject to the aggregate cap in Clause 20.3. Glints is not liable for replacement value, business interruption or data on the Device.
Nothing excludes or limits liability that cannot lawfully be excluded, or the Client’s payment obligations, indemnities, misuse of Glints intellectual property, or breach of Glints Platform use restrictions.
Each Party shall comply with Applicable Law relevant to its obligations. The Client shall not use the Glints Services for unlawful surveillance, unauthorised access, export-control evasion, sanctions violations, intellectual-property infringement or other unlawful activity.
Glints may conduct reasonable compliance checks and suspend or refuse Glints Services where it reasonably suspects unlawful or unsafe activity, sanctions exposure, fraud, misuse, disputed ownership or a security threat.
This Device Terms begins on the Effective Date stated in the Order Form and continues until terminated in accordance with this Clause 22. Each Order Form continues for its stated term.
Either Party may terminate this Device Terms or an Order Form on 90 days’ notice, unless the relevant Order Form has a different termination provision. Termination of this Device Terms does not automatically terminate an unexpired Order Form unless agreed in writing by Glints.
A Party may terminate for material breach if the breach is not remedied within 30 days after notice, or immediately if the breach is incapable of remedy, involves fraud, wilful misconduct, unlawful use, insolvency or material security risk.
Glints may suspend any Service immediately if the Client fails to pay, provide funding, approvals, instructions or cooperation; exceeds agreed credit; creates a security or legal risk; or where a Third-Party Provider suspends the underlying service.
Suspension or termination does not cancel accrued fees, non-cancellable commitments, Pass-Through Costs, Managed Device Charges, Casualty Value, early termination amounts, return obligations or storage fees. The Client shall pay all committed and accrued amounts, and Clause 7A continues to apply to every Managed Device until it has been returned or otherwise accounted for and all amounts are paid in full.
For the avoidance of doubt, any order for the procurement or purchase of a Device placed by Glints pursuant to an Order Form or otherwise on the Client’s instruction shall, once placed, be final and non-cancellable by the Client. Any subsequent suspension or termination of the Device Terms, the relevant Order Form or any applicable Glints Services shall not cancel or relieve the Client of its obligation to pay amounts relating to such order.
Upon termination, the Client shall promptly provide instructions and funding for return, transfer, export, collection, data export, account removal, licence cancellation, disposal and transition of Devices and Glints Services.
Glints may revoke Glints Platform access and cease active administration on termination. Transition assistance is subject to availability, a written scope and additional fees.
Storage, licence and other recurring charges continue until the relevant Devices and Glints Services are fully exited. Unclaimed Devices are handled under Clause 9.7.
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labour disruption, government action, customs, sanctions, supply shortage, carrier interruption, utility or internet failure, cyberattack not caused by its breach, or failure of a critical Third-Party Provider. The affected Party shall use reasonable efforts to mitigate.
The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary, employment, reseller, distributor or agency relationship, except the limited procurement authority expressly granted.
Neither Party may assign this Device Terms without the other’s consent, not to be unreasonably withheld, except that Glints may assign or novate it to an Affiliate or in connection with a merger, restructuring, financing or sale of all or substantially all relevant business or assets, on notice.
Glints may subcontract the Glints Services. The Client may not subcontract, resell or make the Glints Services available to an unrelated third party without Glints’ consent.
Notices must be in writing and sent by hand, courier or email to the contacts stated in the Order Form. Email notice is effective on confirmed transmission, provided no delivery-failure notice is received.
No failure or delay to exercise a right is a waiver. A waiver must be in writing and applies only to the specific instance.
If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary and the remainder continues in force.
This Device Terms and its Order Forms constitute the entire agreement regarding their subject matter and supersede prior discussions and documents. Amendments must be in writing signed or otherwise expressly accepted by authorised representatives.
This Device Terms may be executed in counterparts and by electronic signature, each of which is deemed an original.
Clauses concerning payment, confidentiality, intellectual property, data, indemnities, liability, exit and any provision intended by nature to survive shall survive termination.
This Device Terms and each Order Form are governed by the laws of Singapore. The courts of Singapore have exclusive jurisdiction over any dispute, except that Glints may seek urgent injunctive or protective relief in any competent jurisdiction.
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