General Terms and Conditions
- Source & Company Pte. Ltd. is a Singapore incorporated technology company which aims to facilitate connections between fashion industry brands and suppliers through its online platform (“Stoa”).
- These terms and conditions (and any updates, amendments and/or supplements thereto) (the "General Terms") govern the access of and/or use of our Platform (as defined below), as operated or provided by Stoa. These General Terms constitute a binding agreement between you and Stoa.
- Your access to and use of our Platform is conditional on you complying with these General Terms and in accessing or using our Platform, you signify your agreement to:
- these General Terms (and any updates and supplements thereto);
- any additional terms and conditions that are agreed to in relation to the Platform; and
- all other operating rules, policies and procedures that may be published from time to time by us, and the additional terms and policies set out in clause 22, each of which is incorporated herein by reference and each of which may be updated by us from time to time without notice to you.
- If you do not agree to any provision in these General Terms, you are not permitted to, and must immediately discontinue, any access of and/or use of our Platform, or any part thereof.
- Submission of registration information by you to us will constitute an offer by you to become an Account Holder (as defined below) and to use our Platform, subject to these General Terms and any other applicable terms. You will not become an Account Holder nor have access to certain parts of our Platform unless and until we notify you of our acceptance of such offer, by providing you with a user name and password (or such other notification in accordance with our registration process). Prior to such notification, you may continue to use and/or access certain parts of our Platform as a Visitor (as defined below), subject to your compliance with these General Terms.
"Account" means your account with us as an Account Holder.
"Account Holder" means a user of our Services whose registration has been approved by us in order to access our Platform and such Account Holders would include Brands and Suppliers.
"Account Information" has the meaning as ascribed to it under clause 4.3.3.
“Agent" means an employee, partner, director, contractor, agent or representative of any party.
"Applications" means the software (including mobile applications) and associated Intellectual Property that is made available by us for download and for use in accessing the Platform.
"B2B Services" refers to the fashion services and/or work agreed upon between a Brand and a Supplier and performed by Supplier in consideration of payment by the Brand.
"B2B Services Offer" means an offer to perform B2B Services by a Supplier as posted on the Platform which may include, amongst others, a Supplier’s speciality, minimum quantity requirements, average pricing and any related conditions relating to B2B Services, and which may be subject to a separate agreement between a Brand and a Supplier.
"B2B Services Request" means a request for B2B Services to be performed made by a Brand containing relevant and adequate detail about such B2B Services, as may be required by Stoa and a Supplier and posted on the Platform.
"Brand" means an Account Holder whom requires B2B Services to be performed and who engages the Supplier to perform the B2B Services.
“Intellectual Property" means all intellectual property rights whether registered or not, including patent rights, registered designs, design rights, copyrights, trademarks, database rights and all other intellectual rights of whatever nature in any relevant jurisdiction and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967.
"Platform" refers to our technology platform and/or our services, including our Sites, Applications and Services.
"Sites" means all websites owned, operated or provided by Stoa, whether under the name “Stoa” or otherwise.
"Stoa" or "we/us/our" means Source & Company Pte. Ltd. (UEN No. 201914386K), a private company limited by shares incorporated in Singapore.
"Supplier" means an Account Holder who performs B2B Services in consideration of payment by the Brand and such Suppliers may be individuals who perform B2B Services on a freelance basis and/or companies (including such company's Agents) who perform B2B Services. There are currently three types of main suppliers on the Platform: (i) factories and manufacturers who assemble goods; (ii) materials suppliers in respect of textiles and associated hardware; and (iii) product developers who can assist Brands with the development of samples and production.
"User Content" has the meaning as ascribed to it under clause 9.1.
"Variations" has the meaning as given to it under clause 18.
“Visitor" means a user who accesses our Platform without registration and/or a user who has applied but not yet been approved by us to be registered as an Account Holder.
"you/your" means (as appropriate) the Visitor and/or Account Holder, including their respective Agents.
How the Platform works
- Stoa enables Brands to identify and connect with Suppliers and to create projects and submit project requests to Suppliers. The Supplier then has the right to accept or decline the request and begin sharing further details of the project and negotiate prices and deadlines. Each user is given the opportunity to create their own profile and, in due course, to upload pictures and documents relating to their collection, projects, or samples. The core element of the application is an intelligent search engine that can be used to search for Suppliers. Users can store contacts, send and receive messages, send enquiries, and use the platform for marketing purposes. This mediation activity is subject to subscription fees for Brands.
- The Brand alone decides which Supplier to conclude a fashion manufacturing contract with. Stoa has no influence over the conclusion of the contract. After receiving the details, the Suppliers themselves must contact the Brands with regard to concluding the desired contract.
Your use of our Platform
- In using our Platform, you represent, warrant and undertake that all B2B Services Offers, B2B Services Requests, all activities connected to B2B Services shall comply with any applicable law and/or that you shall have obtained and have in force all requisite licences, permits and registrations in respect of such. For the avoidance of doubt, illicit and/or immoral services and/or activities are strictly forbidden on our Platform.
- If, in our sole opinion, you are in breach and/or potential of the above, we may suspend and/or terminate your Account (with immediate effect or otherwise) and take such action as we deem appropriate, including making a report to the Singapore authorities.
By registering for an Account and/or in starting to use our Platform, you represent, warrant and undertake that:
- you are duly authorised and have the legal capacity to enter into these General Terms and, if you are an individual, you are at least eighteen (18) years old;
- all information which you provide shall be true and accurate;
- you will provide us with true, accurate, current and complete information as required for registration as an Account Holder ("Account Information") and undertake to maintain and update your Account Information in a timely manner to keep it accurate, current and complete at all times whilst using or accessing the Platform;
- you agree that Stoa may rely on your Account Information as accurate, current and complete without any duty on our part to verify such Account Information;
- you will only use our Platform (or any part thereof) for its intended and lawful purpose;
- you will keep your Account password or any identification we provide you which allows access to the Platform secure and confidential;
- you shall notify us immediately of any unauthorised use of your Account or any other breach of security;
- you will not try to interrupt or adversely affect the Platform in any way;
- you will not attempt to commercially exploit any part of the Platform without our permission, including without limitation, modifying any of the underlying code or Intellectual Property relating to the Platform in any way, or copying, reproducing, publicly displaying, distributing or otherwise using or communicating them for any public or commercial purpose without our permission;
- you will not copy, or distribute the Platform or any part thereof without Stoa's written consent;
- you shall not impair or circumvent the proper operation of the network which our Platform operates on;
- you shall not attempt to attach (whether via a "denial of service" attack or otherwise), disable, impair, destroy, hack and/or spam the Platform or submit, upload or transmit any content which contains any virus, worms, "Trojan horses" or other malicious, destructive or corrupting code, programme or macro or similar programs;
- you will provide us with whatever proof of identity or any other documents, permits, licenses, certifications or approvals which we may reasonably request or require;
- you will not use the Platform for sending or storing any unlawful material or for fraudulent purposes;
- you will not use the Platform to cause nuisance or behave in an inappropriate or disrespectful manner towards Stoa or any third party;
- you will not post content on the Platform which may be deemed to discriminatory or offensive to any other Account Holder or third party;
- you shall in good faith attempt to resolve any disputes which may arise between yourself and us, any other Account Holder or any third party in relation to your use of the Platform;
- you will only use an Account which you have duly registered for and are authorized to use;
- you agree to assist Stoa with any internal or external investigations as may be required by Stoa in complying with any prevailing laws or regulations in place; and/or
- Stoa may, in its sole discretion, terminate and/or suspend your Account if there is a breach or potential breach of these General Terms.
Our provision of the Platform
- In providing the Platform, and Stoa expressly makes no representation and/or warranty in relation to any Supplier, Brand, B2B Services Request, B2B Services Offer or activities of Account Holders connected to any B2B Services.
- Any agreement as to the nature of B2B Services and the type / specifications of services to be provided in respect of B2B Services will be as between the Supplier and Brand.
- Whilst Stoa will use commercially reasonable efforts in resolving disputes between Suppliers and Brands, we express disclaim any liability in respect of any such disputes.
As a Supplier, you further represent, warrant and undertake that:
- you are capable of and have the requisite qualifications, skill, manpower and equipment in providing services listed as part of your B2B Services Offer, as agreed as part of B2B Services;
- you shall safeguard and keep confidential your access rights to your Account so as to protect your access to and administration of B2B Services that have been linked to your Account;
- you (or your Agents as may be applicable) are responsible for updating the status of B2B Services as reflected within the Platform in a timely manner and in ensuring that each B2B Services as has been assigned you is accurately represented in the Platform;
- you will implement such safety measures and take such precautions as may be appropriate in performing the B2B Services;
- you shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage in connection with your provision of B2B Services;
- you shall comply with all applicable laws and/or regulations related to the operation of business and will be solely responsible and liable for any breach and/or violations of such;
- you acknowledge and agree that we may act as your collection agent in respect of fees due from a Brand for your performance of B2B Services;
- you shall not contact other Account Holders other than for such purposes as may be necessary in connection with performing B2B Services;
- you shall not reverse look-up, trace or seek to trace any information on any other Account Holder and/or any other user of or visitor to the Platform, or any other customer of Stoa, including without limitation any user account not owned by you, to its source, or exploit the Platform or any service or information made available or offered by or through the Platform, in any way where the purpose is to reveal any information, including but shall not be limited to personal identification information, other than your own information, as provided for by the Platform;
- you are aware that when responding to us, other Account Holders or other users of the Platform, standard telecommunication charges may apply which shall be solely borne by you;
- if you sign up for an account on behalf of a company or other legal entity, such entity shall be the owner of the account, and you represent and warrant that you have the authority to bind such entity to these General Terms;
- you shall not promote services which compete or potentially compete with Stoa on the Platform; and/or
- you shall not use the Platform for any unintended purposes such as but not limited to data mining of Stoa’s information or information related to the Platform.
- As a Supplier, you acknowledge and agree that Brands rely on you for provision of the B2B Services. Suppliers further acknowledge and agree that high and/or frequent cancellation rates or poor service of pre-scheduled B2B Services will impair the Brand's experience and negatively impact the reputation and services of Stoa.
As a Brand, you further represent, warrant and undertake that:
- your use of the Platform or B2B Services is, unless otherwise allowed by Stoa, for your own sole, personal use or, for use by an entity of which you are an authorised representative;
- you agree to provide true, accurate and complete information when making B2B Services Request;
- you further acknowledge and agree that if the information on B2B Services Request is materially untrue, inaccurate and/or incomplete, the Supplier is entitled to cancel your booking and you may be still be charged for such B2B Services;
- you shall not contact the Supplier through the Platform for purposes other than those related to the Supplier performing B2B Services;
- where applicable, you will not create or compile, directly or indirectly, any collection, compilation or other directory from any content displayed on the Platform except for your personal, non-commercial use;
- where applicable, you will not copy any content displayed through the Platform, including any third party product content and reviews, for republication in any format or media;
- you acknowledge and agree that only one Account may be registered for each Brand.
- you are aware that when communicating by SMS or by using the Platform, standard telecommunication charges and data charges may apply; and/or
- you agree that Stoa may, in its sole discretion, consider your Account to be dormant if it has not been used for a period of twelve (12) months and deactivate or restrict access to such Account.
- Different models or versions of routers, browsers and devices may have firmware or settings that are not compatible with the Platform. While we continuously develop the Platform in order to, as far as possible, support all commonly used devices, models and/or browsers in markets where the Platform is likely to be accessed from, we do not warrant compatibility of the Platform with specific devices, models and/or browsers.
- Our Platform may require data network, and due to the device, model and/or browser, there may be delay/hang in the function of the device from consumption of memory and/or data. We shall not be responsible nor liable for any such malfunctions, slowness or hang of your device from using and/or accessing our Platforms. We will use commercially reasonable efforts in resolving such reported malfunctions towards the consistent performance of our Platform.
- When you upload, submit, store, send or receive content to our Platform ("User Content"), you give Stoa a non-revocable license to use, host, store, communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant for the limited purpose of operating, promoting, and improving the Platform and/or for you to access the Platform, including analysing such User Content to provide you with personally relevant B2B Services suggestions.
- You are the legal and beneficial owner of the rights to, title in and interest in such User Content and have the requisite right, power and authority and have obtained the necessary consents, waivers and releases (if any), to grant the licences set forth above.
- To the best of your knowledge and belief, such User Content is not defamatory, libellous or slanderous, inflammatory or threatening, obscene, indecent, pornographic or profane, fraudulent, misleading or intentionally erroneous, or in violation of any applicable law, third party rights or industry codes.
- Stoa shall not be responsible and/or liable for the legality and/or appropriateness of User Content.
- Any fees which Stoa may charge in connection with the Platform are due immediately and are generally non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate your use of and/or access to the Platform, our decision to terminate or suspend your access to and/or use of the Platform, disruption and/or interruption caused to your use of and/or access to the Platform whether planned, accidental or intentional, or any reason whatsoever.
- We reserve the right to immediately suspend and/or decline the processing of any transaction where we reasonably believe that the transaction may be fraudulent, illegal or involves any criminal activity or where there has been a potential breach and/or breach of these General Terms. In such event, you acknowledge and agree that you shall not hold us liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) made by you.
- Payment to a Supplier in connection with B2B Services shall be agreed separately between the Brand and the Supplier.
- You agree to bear and to be responsible and/or liable for all prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be applicable from time to time arising out of your use of the Platform and/or any sums as are paid to you (if any).
- We grant you a non-exclusive, non-sublicensable license for use of our Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Platform as provided by Stoa, in the manner permitted by these General Terms and any other applicable terms. You acknowledge you will not copy, modify, distribute, sell, or lease any part of such Platform, or reverse engineer or attempt to extract the source code thereof.
- The Platform and associated Intellectual Property shall remain the exclusive property of Stoa (or the relevant licensors). Stoa and its licensors, where applicable, shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and by extension, any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Platform. These General Terms do not constitute a sale agreement and do not convey to you any rights of ownership in or related to the Platform, or any intellectual property rights owned by Stoa and/or its licensors. Stoa’s name, Stoa’s logo, the Platform and any third party logos and/or product names associated with the Platform are trademarks of Stoa or third parties, and no right or license is granted to use them, save for the license granted under clause 12.1 above. For the avoidance of doubt, the term Platform shall include its respective components, processes and design in its entirety.
Protection of personal data
Limitation of liability
- Stoa is an online platform solely facilitating Brands to get in contact with Suppliers and vice versa (and thus operates as an online middleman). Against that background, Stoa shall not be held liable by Brands, Suppliers or other users of the Platform regarding the purchase, shipping, quality, legality and accuracy of the offered fashion products, B2B Services and content. At no point in the transaction regarding the purchase of offered fashion products, will Stoa be the owner of such fashion products. Nothing in these General Terms shall limit or exclude our liability for any liability that cannot be excluded or limited by applicable laws.
- Without prejudice to the remaining provisions of this clause, you acknowledge and agree that your use and access of the Platform is entirely at your own risk and you acknowledge that the Platform (and its associated components) are provided on an “as is” and “as available” basis. The Platform (and its associated components) is not intended to address your particular requirements.
The Platform (and its associated components) may include inaccuracies and/or typographical errors. Changes are periodically made to the Platform (and its associated components). Save as provided for in these General Terms, neither we nor our Agents make any representations and/or warranties, and to the fullest extent permitted by law, exclude all implied warranties (including but not limited to, warranties of satisfactory quality, title and fitness for a particular purpose) in respect of, but not limited to:
- the suitability of the Platform (and its associated components);
- the accuracy, availability, reliability, completeness or timeliness of the Platform (and its associated components);
- the results obtained from accessing and using the Platform (and its associated components).
Furthermore, we do not represent or warrant that:
- the functions contained in the Platform (and its associated components) will be uninterrupted or error-free;
- defects (if any) will be corrected;
- the Platform (and its associated components) or the servers that make them available are free of viruses or other harmful components; nor
- the use of any of Platform (and its associated components) will not infringe the intellectual property rights of any third party.
Neither we, nor any our Agents will be liable to you for:
- any incidental, punitive, indirect, special or consequential damage, loss or expenses, including but not limited to any loss of business, contracts, revenue, or profits, any business interruption, security breach, loss of data, loss of goodwill or reputation or other pecuniary loss suffered by you, even if we or any of our Agents have been advised of their possible existence; nor
- any direct damage, loss or expense arising from a loss of customers, loss of profits, loss of anticipated profits, loss of savings, a security breach or a loss of data.
Without prejudice to clause 14.4, neither we nor any of our Agents shall be liable to you for any direct or indirect damage, loss, expense and/or injury suffered by you, your Agents and/or any other person of whom you are Agent, arising out of but not limited to:
- any viruses, worms, "Trojan horses" or similar programs, denial of service attack, spamming or hacking, or consequential damages, or any claim against us by any other party; or
- any fault, inaccuracy, omission, delay or any other failure in the Platform (and its associated components) caused by your computer equipment or arising from your use of the Platform (and its associated components) on such equipment; or
- any inaccuracies, errors in, and/or omissions from Platform (and its associated components); or
- any delays, interruptions or short-term or immaterial errors in the transmission or delivery of any part of the Platform (and its associated components); or
- any additions, deletions or changes made to the Platform (and its associated components) at any time; or
- in any way connected with the Platform and/or its associated components); or
- the use or inability to use the Platform and/or its associated components); or
- any reliance placed by you on the completeness, accuracy or existence of any advertising or marketing in respect of Stoa and/or the Platform and its associated components; or
- as a result of any relationship or transaction apart from the Platform between you and any other Account Holder and/or third party, even if Stoa and/or its licensors have been previously advised of the possibility of such damages.
- Without prejudice to clauses 14.4 and 14.5, neither we nor any of our Agents shall be liable to you for any direct or indirect loss, damage or expenses arising by any reason of non-performance by us of these General Terms or any other provision and/or term of our agreement with you.
- Without prejudice to the limitation of liability provisions above, in the event that you, as an Account Holder, incur any loss, damage or expense arising out of your use of the Platform, you agree that our liability to you shall be limited to the sum of the fees which we have collected and retained from you in the three (3) month period preceding the date on which the claim arose.
- You acknowledge and agree that we are not responsible for the investigation, defence, settlement, and discharge of any third party claim for Intellectual Property infringement, breach of contract or otherwise that is occasioned or committed by you.
- Suppliers and Brands are responsible for discussing and finalising the details of a B2B Service including the pricing of such B2B Service as may be applicable. Stoa expressly disclaims that it assesses or monitors the suitability, legality, ability, movement or location of any Account Holders including Suppliers and/or Brands and you expressly waive and release Stoa from any and all liability, claims or damages arising from or in any way related to the Suppliers, Brands and/or their respective Agents.
- Stoa will use commercially reasonable efforts in resolving disputes between Account Holders and/or between Account Holders and third parties within a reasonable time frame. Responsibility for the services and/or products offered via the Platform and the corresponding decision as to whether to engage such services and/or products rests solely with and on you. You expressly waive and release Stoa from any and all liability, claims, causes of action, or damages arising from your use of the Platform (and its associated components), your use of any services and/or products that you may come to know of through the Platform and/or any customers / end users that you may come to know of through the Platform.
- The quality of the B2B Services scheduled through the use of the Platform is entirely the responsibility of the Supplier who ultimately provides such services to the Brand. You understand, therefore, that by using the Platform, you may be exposed to offensive, harmful, unsafe or otherwise objectionable, services, products and/or content and that you use the Platform at your own risk.
- The Platform and the content that is made available, including but not limited to graphical elements, sound, images, HTML source code, interfaces and text, may not be copied, reproduced, reissued, published online, disclosed, transmitted or shared without prior written permission.
- Hyperlinks on the Platform may lead to other websites that are not operated by Stoa. Stoa expressly declares that the corresponding pages did not contain any illegal or illicit content or offers at the time of publishing the link. Likewise, the operator has no influence over the current or future design or over the layout of the content on the linked pages. Stoa therefore expressly distances itself from all content on the linked websites that has been changed since publishing the link.
You agree to indemnify and hold us, our Agents, licensors (if any) and sub-contractors (if any) harmless from and against all costs, claims, damages, loss, liability, demand and expenses (including economic loss, accounting fees, and court and legal costs assessed on a solicitor-client basis) which we might suffer or incur, arising whether directly or indirectly, by reason of:
- your negligent act or omission, wilful default, misconduct or fraud;
- your use and/or access to the Platform;
- your breach of any provision in these General Terms; and/or
- your failure to comply with applicable laws.
- For the avoidance of doubt, this indemnity shall extend (without limitation) to any damage and/or loss which we may suffer as a result of the use by third parties of your Account, except in circumstances where you can demonstrate to our satisfaction that such third party obtained the relevant details through no fault (including, without limitation, negligence) of your own.
Breach and termination
Notwithstanding any other provision in these General Terms, failure to comply with any provision under these General Terms constitutes a material breach. We will determine, in our sole discretion, whether any such breach has occurred. Where we suspect or determine that such a breach has occurred, or if there arise other issues which we consider, in our sole discretion, to be disruptive to our business and reputation, we may take such action as we deem appropriate at any time, with or without prior notice to you, including all or any of the following:
- issuance of a warning to you;
- restricting, suspending or terminating your use and/or access as a Visitor and/or an Account Holder and/or your access to and/or use of the Platform, or any part thereof;
- taking legal steps against you and/or instituting legal proceedings against you for your breach; and/or
- the disclosure of such information related to your breach to law enforcement and/or other governmental authorities as we may feel is necessary.
- For the avoidance of doubt, you shall not be entitled to any refund of any payment made by you, in the event of the restriction, suspension and/or termination of your use and/or access pursuant to clause 17.1 (for any reason whatsoever), or in the event that we take any action pursuant to clause 17.1 above
- The Account Holder may terminate their Account via the Platform provided that an Account Holder cannot give such notice of termination where there are any unpaid fees and/or any other breach of these General Terms.
- Upon a termination, pursuant to clause 17.1 or 17.3 above, all rights granted to you hereunder shall immediately cease and terminate, and you must immediately cease your access to and/or use of the Platform, or any part thereof. Termination shall not affect Stoa's rights which have accrued against you prior to termination.
- We may modify, amend or revise these General Terms at any time in the exercise of our sole discretion, with or without notice to you, and you agree to be bound by all such modifications, amendments and/or revisions (“Variations”). Such Variations will be notified to you by being posted on the Sites and Variations which are in our view, material, will be notified to our Account Holders. You are responsible for checking the Sites regularly for any posted Variations. A Variation will come into effect immediately upon the Variation being posted on the relevant Site and/or having been notified to Account Holders.
- If you do not agree to any Variation to these General Terms, you are to stop accessing and/or using the Platform (and any of its associated components) immediately. Your continued access and/or use of the Platform (and any of its associated components) after a Variation has come into effect will constitute your assent to and acceptance of the Variation and the modified, amended and/or revised General Terms.
- We may also update, change, remove or discontinue access to any of the Platform (and any of its associated components) or change any aspect, features, component or content of the Platform (and any of its associated components) at any time, for any reason, with or without notice to you, in the exercise of our sole discretion, without liability. We therefore do not guarantee that any specific aspect, content, component and/or feature will always be available for the Platform. You agree and acknowledge that such changes may result in you being unable to access the whole or any part of our Platform.
Non-exhaustive list of Sites and their domains
Our Sites are located on the internet under, but not limited to, the following domains (including any sub-domains under these domains):
- The domain names for our Sites may change from time to time.
- Any notice which is required to be given pursuant to these General Terms shall be made by email or via the Platform. For email and in your case, to the email address provided as part of your Account Information and, in our case, to the relevant contact as given in these General Terms, to the address posted on the relevant Site or otherwise notified to you in relation to these General Terms.
- Any such notice as sent by email shall be deemed to have been received by the recipient on the day of transmission (and if on a day on which businesses in the recipient’s jurisdiction are not open for business, on the next business day).
- These General Terms (including any terms incorporated by reference in these General Terms) constitute the entire agreement between us in relation to your access to and use of the Platform (and its associated components) and supersedes all prior agreements, negotiations and discussions between you and us relating to the same.
- Headings in these General Terms are solely for convenience, and shall have no legal meaning or effect.
- An entity who is not a party to these General Terms has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore to enforce and/or enjoy the benefit of any provision and/or term of these General Terms.
- These General Terms are governed by and construed in accordance with the laws of the Republic of Singapore. Any dispute concerning these General Terms shall be subject to the exclusive jurisdiction of the Courts of Singapore.
- If any provision of these General Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these General Terms, which shall remain in full force and effect.
We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations, the provision of the Platform (or any part thereof) or in the operation of the Platform (or any part thereof), or any unavailability of the Platform (or any part thereof), that is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control including without limitation:
- acts of God, pandemics, infectious disease outbreaks, nature, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, epidemics and/or Infectious Disease, prohibitions or measures of any kind on the part of any governmental, judicial, parliamentary or local authority, import or export regulations or embargoes, or industrial actions or trade disputes (whether involving our employees or of third parties);
- a failure or interruption in public or private telecommunication networks, communications channels or information systems;
- acts or omissions of any third-party service provider or any other party for whom we are not responsible;
- delay, failure or interruption in, or unavailability of, third-party services; and
- viruses, other malicious computer codes or the hacking by any party of us or third-party services.
- We may assign, sub-license and/or transfer our rights and obligations under these General Terms to another party without notice to you. You may not transfer, assign, sub-license and/or transfer any of your rights or obligations under these General Terms to another party, save with our prior written consent.
- Failure or neglect by us to enforce at any time any of the provisions in these General Terms shall not be construed or deemed to be a waiver of our rights hereunder, nor in any way affect the validity of the whole or any part of these General Terms or prejudice our right to take subsequent action.
- You acknowledge and agree that you have read and understand the General Terms and all the above terms and policies and agree to be bound thereby.