TERMS AND CONDITIONS

 

1.           Definitions

"Affiliate" in relation to a Party, means any partnership, corporation or other legal entity, directly or indirectly Controlling, Controlled by or in common Control with that Party.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management, business or policies of another, whether through the ownership of shares, by contract or otherwise, or the power to elect or appoint at least 50% (fifty percent) of the directors, managers, partners or other individuals exercising similar authority, and Controlling and Controlled shall be construed accordingly.

“Effective Date” means the effective date of this Agreement, which shall be the date on which this Agreement is fully signed.

“Parties” means the Service Provider and the Purchaser collectively, and they shall each be referred to as a “Party”. 

“Group Company” means any and all of the Service Provider’s related corporations (in accordance with

Companies Act 1967 of Singapore, as amended from time to time) and each of the Service Provider’s

Affiliates.

“Services” means the services to be provided by the Service Provider as described under Section D above. 

2.           Interpretation

In this Agreement, unless the context requires otherwise: 

(a)                references to time shall be construed by reference to the Gregorian calendar; 

(b)                the words "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit or prejudice the generality of the foregoing words; and 

(c)                a reference to persons includes individuals, corporations, and unincorporated bodies or associations that are recognised at law (whether or not having separate legal personality and irrespective of their jurisdiction or origin, incorporation or residence).

3.           Services and Duration

3.1 The Purchaser wishes to purchase the Services for the benefit of the Beneficiary, and the Purchaser agrees to purchase from the Service Provider and the Service Provider agrees to render the Services described herein to the Purchaser for the benefit of the Beneficiary.

3.2 This Agreement shall become effective on the Effective Date and shall end when all Services described herein have been rendered by the Service Provider or as acknowledged by the Purchaser.

3.3 Both the Purchaser and the Beneficiary shall agree that upon the death of the Beneficiary, any outstanding T-coin credits in the Beneficiary’s account shall be released to the Service Provider, to be used solely for the benefit of other Beneficiaries who are registered with the Service Provider.

4.           Payment

4.1 The purchase price and all incidental expenses (including all applicable taxes) shall be paid in full by the Purchaser to the Service Provider.

4.2 The Booking Deposit paid by the Purchaser is not refundable and non-interest bearing should the Purchaser fail to make full payment of the purchase price and all incidental expenses in accordance with Clause 4.1 above. In such an event, the Service Provider reserves its right to terminate this Agreement and shall also be entitled to:

(a)        recover from the Purchaser the pro-rated fees, based on the purchase price stated, for any Services already rendered as at the date of termination;

(b)        recover from the Purchaser, in addition to the pro-rated Service fees, the administrative costs amounting to not more than 30% of the value of the Service Agreement; 

(c)        recover from the Purchaser any and all costs, loss (including of profit, damages), and legal costs on an indemnity basis; and/or

(d)        allocate the whole or part of the Services for the benefit of another customer at the Service

Provider’s sole and absolute discretion.

4.3 The Service Provider shall be entitled to charge a late payment interest of two percent (2%) per annum over and above the DBS Bank Ltd prime lending rate then. Interest on the outstanding amount shall be calculated from the due date to the date of full settlement.

5.           Purchaser’s Representations and Warranties

5.1 The Service Provider relies on the following representations and warranties in making and performing this Agreement, and the Purchaser represents and warrants to the Service Provider that at all times:

(a)        the oral and written information the Purchaser discloses in answer to any enquiries made by the Service Provider shall be complete and accurate and free from misrepresentation, and that any subsequent changes will be quickly notified to the Service Provider in writing so that the Service Provider does not proceed on any misunderstandings;

(b)        the Purchaser will not knowingly in the performance of the Purchaser’s obligations under or in connection with this Agreement tender any money and/or other property in the discharge of any payment obligation which the Purchaser knows to be, or to have once been, criminal property or the proceeds of any crime;

(c)        neither the Purchaser nor the Beneficiary is a terrorist, and each of them does not in any way support or associate with terrorist organisations; and

(d)        neither the Purchaser nor the Beneficiary suffers any restrictions arising from the imposition of a sanction by a government agency of Singapore or any other country.

5.2 The Service Provider shall have the right to immediately terminate, rescind, or void this Agreement for any misrepresentation made by the Purchaser.

6.           Termination

6.1 The Service Provider may immediately terminate this Agreement by notice in writing to the Purchaser:

​(a)        pursuant to Clause 4.2 above;

​(b)        pursuant to Clause 5.2 above;

​(c)        if the Purchaser is in default of or commits a breach of any of his/her obligations hereunder;

​(d)        if the Purchaser makes or offers to make any arrangement or composition with his/her

​creditors;

​(e)        if any petition or receiving order in bankruptcy shall be presented or made against the Purchaser or if the Purchaser commits any act of bankruptcy;

​(f)         if any distress or execution shall be levied upon the Purchaser’s properties or assets;

​(g)        where the Purchaser is a company, if any resolution or petition to wind up the Purchaser shall be passed or presented or if the Purchaser is placed ​under judicial management, otherwise than for reconstruction or amalgamation; or

​(h)        if a receiver of the Purchaser’s undertakings or assets or any part thereof shall be appointed.

6.2        Upon termination in accordance with Clause 6.1 above, the Service Provider shall not be liable to pay the Purchaser any amount as compensation.

6.3        Upon termination of this Agreement under Clause 6.1, the Service Provider shall be at liberty without reference to the Purchaser to sell or otherwise deal with or dispose of any goods, assets, materials already ordered or procured in such manner as it may deem fit. Any shortfall in the purchase price obtained and all expenses incurred in attending to a resale or attempted resale shall be recoverable against the Purchaser. In such an event, the Purchaser shall indemnify and hold the Service Provider harmless from and against all direct and indirect costs (including legal costs on a full indemnity basis, storage, insurance and actions taken to prevent deterioration as determined by the Service Provider), damages, losses, expenses and disbursements of whatever kind and nature that it may incur, suffer or sustain; and claim for the full price or balance thereof due under this Agreement. In addition, the Service Provider shall be entitled to further claim for any liabilities, losses, charges, damages, expenses, causes of action of any nature that it may suffer, sustain or incur to third parties arising out of or in connection with the termination.

7.           Personal Data

Where the Purchaser has provided the Service Provider with personal data, the Purchaser consents to the collection, use, disclosure and processing of that personal data by the Service Provider, its Group Companies and their authorised service providers and relevant third parties who may be situated within or outside Singapore, for the purpose of providing the Purchaser with the products and services requested. Where the Purchaser has provided the Service Provider with the personal data of third party individuals, the Purchaser hereby warrants and represents that the Purchaser has obtained the consent of those third party individuals for the disclosure of their personal data to the Service Provider for the foregoing purposes.

8.           Liability

8.1 The maximum aggregate liability of the Service Provider to the Purchaser under or in connection with this Agreement, or any contract, arising out of or caused by breach of this Agreement shall not exceed the purchase price agreed for the performance of those Services. 

8.2 Neither the Service Provider nor any member of the Service Provider’s Group Companies shall be liable to the Purchaser under or in connection with this Agreement, or any collateral contract, for any loss of income; loss of actual or anticipated profits (whether of a direct or indirect nature); loss of business; loss of contracts; loss of goodwill or reputation; loss of anticipated savings; loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or caused by breach of contract, tort (including, without limitation to, misrepresentation and negligence), breach of statutory duty or otherwise. 

8.3 Nothing in this Clause 8 or otherwise in this Agreement shall exclude or in any way limit the Service Provider’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, or any liability to the extent the same may not be excluded or limited as a matter of law.

9.           Notice

Any notice required to be given by one party to the other party shall be given in writing (including via email) and shall be deemed to have been given on the date it was sent and/or hand delivered as the case may be, to the contact details provided by the Purchaser and the Service Provider in this Agreement.

10.        Waiver

No failure or delay on the part of either Party to exercise any right or remedy under this Agreement will operate as a waiver thereof and no waiver by any Party in respect of any breach shall operate as a waiver of any subsequent breach.

11.        Force Majeure

11.1 Notwithstanding anything herein, the Service Provider shall not be in breach of this Agreement and shall not be liable for any inconvenience, loss or damage suffered by the Purchaser/Beneficiary as a consequence of any delay or failure in performance of the Service Provider’s obligations by reason of any force majeure event or any other event beyond the Service Provider’s reasonable control, including but not limited to war (whether declared or not), act of terrorism, strikes, industrial action short of a strike, import or export embargo, lockout, accident, fire, blockade, flood, disease, natural catastrophe or other obstacle over which a Party has no reasonable control ("Force Majeure Event"), provided the same arises without the fault or negligence of the Service Provider.

11.2 To the extent reasonably possible to be carried out by the Service Provider and agreeable by the Purchaser/Beneficiary, the Service Provider shall use its best endeavours to arrange for alternative arrangements at reasonable timeline to mitigate the delay, inconvenience and damage suffered or may be suffered by the Purchaser/Beneficiary.  

12.        Assignment 

The Purchaser/Beneficiary shall not assign or transfer their rights, interests or obligations under this Agreement to another person or business, without the prior written consent of the Service Provider. 

13.        Entire Agreement

This Agreement, including any Schedules, Appendices and Annexes attached hereto, comprises the entire agreement and understanding between the Parties in relation to the provision of Services unless and to the extent that it is amended in writing signed by authorised representatives of the Parties. For the avoidance of doubt, this Agreement supersedes and cancels in all respects any earlier sets of conditions appearing in the Service Provider’s sales brochures, manual, catalogue or elsewhere and all representations, warranties and conditions (including any conditions as to quality or fitness or any particular purpose), agreements and undertakings (if any) between the Service Provider and the Purchaser with respect to the subject-matter of this Agreement, whether such be written or oral. 

14.        Severability

If at any time, any one or more of the provisions in this Agreement is or becomes invalid, illegal or unenforceable in whole or in part but would be valid, legal or enforceable if some part thereof were deleted or the scope or application reduced such provision shall apply with such modification as is necessary to make it valid, legal and enforceable and in any event the validity, legality and enforceability of the remaining clauses and sub-clauses shall not in any way be affected or impaired thereby.

15.        Third Party Rights

Except as expressly provided in this Agreement, the Contracts (Rights of Third Parties) Act 2001 shall apply to this Agreement. Any term of this Agreement which purports to confer a benefit on the Beneficiary (including without limitation any term excluding or limiting liability), may be enforced by such Beneficiary. The Parties to this Agreement may, by agreement, rescind this Agreement or vary it in any way without the consent of the Beneficiary notwithstanding that the Beneficiary has relied on or indicated assent to any term of this Agreement.

16.        Governing Law

This Agreement, and any non-contractual obligations arising under, in connection with and/or in relation to this Agreement, shall be governed and construed in accordance with the Laws of Singapore. The Parties shall submit to the exclusive jurisdiction of the courts of Singapore. 

17.        Further Assurances

The Parties shall do and cause to be done all such acts, matters and things and shall execute and deliver all such documents and instruments (including before a notary public if required) as shall be reasonably required to enable the Parties to perform their respective obligations under, and to give effect to the transactions contemplated by this Agreement.

18.        Language

This Agreement is written and construed in the English language, and all questions of interpretation of this Agreement shall be resolved by reference to the same as written in English. All communications between the Parties arising out of or in connection with this Agreement shall be in English. If the Agreement is translated into any other foreign language, the English version will prevail for all purposes, including any disputes or claims that may be resolved by any legal proceeding.