The User is hereby granted a non-exclusive, non-transferable and limited licence to access to and use the ePM (including placing Postings and using the Information made available to the User) in accordance with these Terms and Conditions. 

The licence given under Clause 2.1 and other rights or obligations of the User under these Terms and Conditions can be exercised or performed by the Authorised Representatives of the User, provided that the User shall ensure compliance of these Terms and Conditions by its Authorised Representative.  The User accepts responsibility for any breach of these Terms and Conditions by any of its Authorised Representatives.

The User shall only use the ePM and any Information of a Project in connection with its responsibilities in relation to such Project (“Permitted Use”) and in the manner contemplated under these Terms and Conditions.  The User shall not use the ePM for any personal use or any illegal or fraudulent purposes or for any other purpose or in any other manner unless the prior written consent of SPL is obtained.

The User acknowledges that there are different functions and access rights within the ePM. The User and its Authorised Representatives may only use those functions and enjoy such access rights as designated by SPL.

The User shall not:-

(a)  reproduce, publish, download or otherwise use the ePM or any Information other than for the Permitted Use, unless the prior written approval of SPL is obtained; or

(b)  interfere, or attempt to interfere with the proper functioning of the ePM or any networks or systems connected to it; or

(c)  remove, amend or edit any Information or seek to do so without the prior written approval of SPL.

It is intended that all communications in relation to a Project shall be created and conveyed within and through the ePM and all other data and information in relation to a Project such as quotations and contracts shall be accessible by the User and other participants in the Project through the ePM, subject to appropriate access controls.  The User and SPL will use reasonable endeavours to achieve this intention.

Upon a communication being completed and delivered through the ePM, SPL will, for the convenience of the User and its Authorised Representatives only, arrange for a system alert email message to be generated and distributed to the sender and all of the receiving parties of such communication.  Nevertheless, the receipt of the system alert email message need not be acknowledged by any receiving party and no further notification will be provided by the ePM or SPL's system. Accordingly, the User and its Authorised Representatives must log onto the ePM regularly to become aware of any new communications relevant to the Project in which they are involved.

The User shall promptly post on the ePM all third party communications and all other data and information in relation to a Project in the possession of the User, for instance, correspondence between the User and government bureaux, departments and related organisations, universities and professional bodies in seeking statutory approvals or professional advice, in order to achieve the intention stated in Clause 4.1.

The User shall ensure that each of its Authorised Representatives has sufficient knowledge of the operation of the ePM and the different functions and options available on the ePM to achieve the intention specified in Clause 4.1.

The User acknowledges and accepts that the records of Information maintained in the ePM constitute business records of SPL and shall be legally admissible and may be used as evidence in any proceedings in accordance with and subject to applicable laws.  The parties expressly waive any right to object to the validity of such records solely on the grounds that the communications and the Information are exchanged through the use of the ePM.

By placing a Posting, the User grants to SPL and other users of the ePM in respect of the relevant Project a royalty-free, perpetual and irrevocable licence to use, reproduce, modify, edit, translate, perform, and display such Posting and any information therein for the purposes of keeping records and all other purposes in relation to the Project.  All the Postings shall be accessible by SPL and its affiliates and other authorised users of the ePM in respect of the relevant Project as designated by SPL during the course of development of the Project until the Project's Access Expiry.

Before submitting any Posting to the ePM, the User shall ensure that it has the necessary authority to display and post the information contained in such Posting on the ePM and that such information:-

(a)  is accurate, correct and up-to-date and is not misleading, and that if such Posting involves a reproduction of any document, such reproduction is a genuine copy of that document;

(b)  does not contain illegal, defamatory or libellous materials or materials that are invasive of any third party's privacy or any Confidential Information which is not authorised by the relevant person to be disclosed to other users of the ePM. If a document contains any information which may invade any third party's privacy or Confidential Information, the User shall sanitize it before Posting;

(c)  does not violate any applicable law or infringe any intellectual property rights of any third party. If the Posting involves any materials or documents which are created by any third party, the User should prudently consider whether such materials or documents should be Posted on the ePM (in particular whether the author would have any strong objection to, or suffer a loss as a result of, their material being reproduced on the ePM) and who should have access to such materials or documents;

(d)  does not contain any advertisements, promotional materials, or any other form of solicitation of business; and

(e)  does not contain and will not import any virus or other disabling devices which might be technically harmful or which might interfere with or damage data, software or the performance of the ePM or the systems of other users of the ePM.

If the User is uncertain whether any information of the Project is suitable for being included in a Posting, the User shall seek advice from SPL. The User shall immediately inform SPL in writing if it becomes aware, or reasonably suspects, that any Posting is in breach of this Clause 5.2.

All Postings should go through such virus-checking procedures which are in compliance with industry standards before uploading onto the ePM.

The User shall be solely responsible for each Posting it places and any Information contained therein. 

Subject to the conditions set out in this Clause 5, the User shall promptly post the information of the Project or any relevant documents on ePM after they have been created by or made available to the User.

Use and reliance of Information shall be at the sole risk of the User.  SPL does not monitor, censor or screen Information posted by users of the ePM in advance, though SPL may, at its sole discretion, remove, withdraw or block any Information as it deems fit.

SPL will not be responsible to the User for:-

(a)  reliance placed on any Information;

(b)  verification of the accuracy and currency of the Information;

(c)  any communications or other acts or omissions arising from or relating to any Information.

The User shall take all necessary steps to preserve integrity of data and Information.

The User shall clearly identify the nature of the document to be posted on ePM and use the appropriate electronic forms (“eForms”) for Posting.  eForms records shall not be modified after they are created. Any reply to the original message communicated in  a created eForm record shall be performed by appending a new posting below such original message and/or any previous reply(ies) to such original message. No eForm record can be physically deleted unless with the prior approval of SPL.    

If any contents of ePM are to be admitted as evidence in any legal proceedings, the User shall provide all reasonable assistance as may be required by SPL.

The User shall designate its Authorised Representatives in relation to a Project and provide the name and such information of the Authorised Representatives as may be requested by SPL for the opening of User Accounts.  SPL will determine at its sole discretion the level of access to the ePM for each User Account in accordance with the established guidelines of SPL.  Each User Account assigned to an Authorised Representative shall only be used solely and exclusively by such Authorized Representative, and shall not be shared with any persons under any circumstances without the prior written consent of SPL.

Each User Account shall be assigned a user name and a password for log-in access to such account.  User names are the unique identifiers of the relevant User Accounts and will not be duplicated.

Each Authorised Representative may decide the password of his own User Account.  Each password is only valid for 90 days.  The combination of a password must consist of at least 8 characters and random combinations of uppercase letters, lowercase letters, numbers, and special characters.  Authorised Representatives shall not use its username, personal name, company name, common names, birthday, phone numbers, or dictionary words as part of the password.  Each new password should be used for at least 7 days and can only be re-used after 7 other passwords have been used.

The User shall, and shall procure that its Authorised Representatives will, keep the passwords secure at all times and take all practicable steps to prevent unauthorised use of their User Accounts.

The User shall notify SPL immediately if any of the following events occurs:

(a)  if any Authorised Representative or any other person within the User's  organization becomes aware of any loss, theft or unauthorized use of any user name or password in relation to a User Account;

(b)  if any Authorised Representative ceases or will cease working for the User or the Project in respect of which access to the ePM is granted; or

(c)  if it reasonably suspects that the security in relation to the User Account of any of its Authorised Representative has been compromised.

SPL will upon receipt of such notification terminate or suspend the relevant User Account or take any action it considers appropriate. 

SPL reserves the right to suspend or terminate any User Account at any time.

Each Party shall test and maintain their respective equipment, software, services and connection which are necessary to effectively and reliably transmit and receive Information.

SPL will use reasonable efforts to keep the ePM in working order and operational.  Notwithstanding the foregoing, SPL shall be entitled, in its absolute discretion at any time and from time to time, to modify, enhance, suspend or discontinue, temporarily or permanently, the ePM or all or any functions and features of the ePM, with or without giving prior notice to the User.   SPL shall not be liable for any downtime of, or lack of access to, the ePM.

SPL will put in place security measures to protect the security of the ePM and the Information.  Nevertheless, SPL shall not be liable for any breach of security or loss of Information which is not caused by its wilful default or gross negligence. 

If the User encounters any system errors, including, without limitation, failures or errors in files, link operation and other technical matters, the User shall promptly notify ePM system administrative personnel designated by SPL.

The ownership of any intellectual property rights in the ePM, other than Information created by third parties (including hyperlinks to other websites) (the “Third Party Content”), belongs to SPL.  The Third Party Content is subject to the rights of the relevant third party.

The Trademarks (whether registered or unregistered)are owned by SPL and/or relevant third parties.   Unauthorised use or copying of the Trademarks is strictly prohibited.

The User undertakes that it shall keep confidential and will not disclose to any third party Confidential Information posted on the ePM by other users of the ePM without the prior written consent of the disclosing party. 

This confidentiality obligation shall not apply to information which is:

(a)  disclosed by the receiving party to its employees or officers on a need-to-know basis for the Permitted Purposes;

(b)  already known or independently obtained by the receiving party;

(c)  publicly known or which becomes publicly known through no breach of this provision or other confidentiality obligation of the receiving party; and

(d)  required to be disclosed pursuant to a lawful order of a court or government agency, provided the disclosing party is afforded prior written notice and within such time frame as to allow it reasonable opportunity to oppose such disclosure before a court or agency of competent jurisdiction.

SPL shall have no responsibility for the contents, errors, omissions or misrepresentation of any Third Party Content.

The ePM is provided “AS IS”.  Subject to applicable laws, SPL expressly disclaims warranty of any kind in relation to the ePM, express or implied, statutory or otherwise, including, but not limited to, merchantability, quality, non-infringement, condition, title or fitness for a particular purpose.

SPL does not make any representations or warranties of any kind concerning any Information. In particular, SPL does not warrant or represent that the Information accessible via the ePM:-

(a)  is accurate, complete, correct or up to date; and

(b)  does not violate any third party's rights.

SPL shall not be liable for any of the following:-

(a)  the use of, or the inability to use, the ePM;

(b)  unauthorised access to or use of Information by any third parties; or

(c)  conduct of any other users of the ePM. 

The User shall indemnify and hold SPL, or its affiliates, directors, officers and employees (the “SPL Indemnified Parties”) harmless, from and against any liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the SPL Indemnified Parties as a result of:-

(a)  any breach of any of these Terms and Conditions by the User, its Authorised Representative or any other person within its organisation; or

(b)  any dispute, claims or proceedings relating to any Postings made by the User, its Authorised Representative or any other person within its organisation.

SPL shall indemnify and hold the User and its Authorised Representative harmless, from and against any liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the User and its Authorised Representative as a result of any breach of any of these Terms and Conditions by SPL.

Neither Party shall be liable for any consequential, special, or indirect or incidental loss, including without limitation, any loss of profits, anticipated savings, production, contracts, goodwill or business opportunities.

Either Party may terminate the User Agreement (and, in the case of SPL, terminate or cancel the ePM or access to the ePM by the User or its Authorised Representatives) immediately without notice if:-

(a)  the other Party fails to comply with any provisions of these Terms and Conditions; or

(b)  the other Party takes any corporate action or other steps are taken or legal proceedings are started for its bankruptcy, winding-up, dissolution, or for the appointment of a receiver, administrator or similar officer of the other Party or of any or all of its revenues and assets; or

(c)  at any time without notice upon the Access Expiry of the Project in respect of which the User is granted access to the ePM.

In addition, SPL may terminate or cancel the ePM or the User's access to it or the User Agreement:-

(a)  at any time by giving not less than one (1) month's prior written notice to the User; or

(b)  at any time without notice upon the Access Expiry of the Project in respect of which the User is granted access to the ePM.

Any termination of the User Agreement shall not affect any accrued rights or liabilities of either Party.

Upon termination of the User Agreement, SPL shall be entitled to use the Information subject to the terms of these Terms and Conditions and retain the Information in its records for such periods as it may decide in its absolute discretion.  No termination shall affect any communication occurred prior to the termination, or the performance of any related transactions.

Clauses 8, 12, 14 and 15.3 and 15.4 shall survive the termination or expiration of the User Agreement.