General Terms and Conditions (Tenant)

Authorised Users: Tenant shall:

(a) permit only Authorised Users to use and access the Services; and

(b) ensure that all Authorised Users comply with, observe and abide by, where applicable to such Authorised Users, all the terms and conditions of this Agreement, which are required on the part of Tenant to be observed.

Security Credentials: Tenant shall:

(a) prevent any unauthorised, accidental or unlawful access to and use of any Security Credentials;

(b) not allow any unauthorised persons to access and/or use any Security Credentials without Service Provider’s prior written approval;

(c) notify Service Provider immediately if Tenant becomes aware, has knowledge or has reason for suspecting that (i) the confidentiality of any Security Credentials of any Authorised User has been compromised, or; (ii) that there has been any unauthorised access to or use of the Security Credentials of any Authorised User, the Platform and/or the Services,

Purported use/access: Tenant agrees and acknowledges that any access to and/or use of the Services and/or the Platform and any information, data, instructions, directions, requests or communications referable to the Security Credentials of any Authorised User shall be (whether such access, use, information, data, instructions, directions, requests or communications is authorised by Tenant or not) deemed to be, as the case may be:

(a) access to and/or use of the Platform and/or the Services by Tenant; or

(b) information, data, instructions, directions, requests or communications posted, transmitted and validly issued by Tenant.

Tenant agrees to be bound by any access to and/or use of the Platform and/or the Services, and any information, data, instructions, directions, requests and/or communications referable to the Security Credentials of any Authorised User (whether such access, use, information, data, instructions, directions, requests or communications is authorised by Tenant or not) and Tenant agrees that Service Provider shall be entitled (but not obliged) to act upon or rely on such access use, information, data, instructions, directions, requests and/or communications, and/or hold Tenant solely responsible and liable in respect thereof, as if the same were carried out or transmitted by Tenant. Tenant further agrees and acknowledges that Tenant shall be bound by and agree to fully indemnify Service Provider and all other Indemnitees against any and all Losses attributable to any access to and/or use of any Services and/or the Platform, and/or any information, data, instructions, directions, requests and/or communications referable to the Security Credentials of any Authorised User.

Without prejudice to any of the above, Service Provider may at any time in its discretion forthwith invalidate any Security Credentials of any Authorised User without giving any reason or prior notice and shall not be liable or responsible for any loss or damage suffered by or caused by Tenant or Authorised User arising out of or in connection with or by reason of such invalidation.

General Terms of Use: Tenant agrees and undertakes:

(a) to comply with any and all the notices, guidelines, rules, policies and instructions pertaining to the use of the Platform and/or the Services as issued and/or revised by Service Provider from time to time;

(b) to comply with all requirements, regulations, policies and procedures of networks connected to the Platform and/or Services;

(c) not to impersonate any person or entity or to falsely state or otherwise misrepresent its affiliation with any person or entity;

(d) not to engage in and/or use or utilise the Platform, the Services and/or the Materials, whether directly or indirectly, for illegal or unlawful purposes, or purposes other than those permitted under this Agreement;

(e) not to attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform, the Services and/or the Materials;

(f) not to post, promote or transmit through the Platform any Prohibited Materials;

(g) not to interfere with another’s utilisation and enjoyment of the Platform and/or the Services;

(h) not to carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Platform; and

(i) not to use, send, distribute or upload, in any way, any software or material that contains, or which Tenant has reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform, the Services and/or the Materials or damage or interfere with the operation of the Platform, the Services, the Materials and/or another user’s computer or mobile device.

Advertising: Service Provider reserves the right to attach banners, java applets and/or such other materials (“Advertisements”) to the Platform for the purposes of advertising Service Provider’s and/or any Third Party’s products and/or services. For the avoidance of doubt, Tenant shall not be entitled to receive any payment, fee and/or commission in respect of the Advertisements. Tenant may request Service Provider to attach banners, java applets and/or such other materials (“Tenant Advertising Materials”) on the Platform for the purposes of advertising Tenant’s products and services at such fees as may be agreed in writing at the relevant time and Tenant agrees that Service Provider reserves all rights to reject or accept any such request for any reason whatsoever.

Restrictions with regard to Tenant Content: Tenant acknowledges and agrees that any Tenant Advertising Materials on the Platform shall be deemed to be advertisements published by Tenant (and not by Service Provider and under no circumstances shall Service Provider be regarded as the advertiser or as the agent of Tenant for such advertisement). Tenant further agrees that it shall not include as part of Tenant Content and Tenant Advertising Materials (where applicable), any item or information which contains, whether wholly or partially, any Prohibited Materials or any other materials which is prohibited by Law and Tenant Advertising Materials (where applicable) and to indemnify Service Provider from and against any Losses arising out of or in connection with any breach of this Clause 2.3.

Availability of Platform and Services: Tenant agrees that Service Provider shall be entitled (but shall not be obliged) at any time, at its discretion and without giving reason or prior notice, to upgrade, maintain, modify, alter, suspend, discontinue the provision of or remove (including downtime for the maintenance of the Platform), whether in whole or in part, the Platform and/or the Services, and in such event, Service Provider shall not be liable for any Losses which may be incurred by Tenant or any Third Party as a result.

Services may be accessed through different devices: Tenant acknowledges and agrees that the Services may be accessed through different devices (for example, personal computers and mobile devices), and so the features of the Services may vary and access and use of the Services may be subject to the specific conditions of use for the different devices.

Right, but not Obligation, to Monitor Content: Service Provider reserves the right, but shall not be obliged, to: (a) monitor, screen, censor, or otherwise control any activity, content or material on the Platform; (b) investigate any violation of the terms and conditions of this Agreement and take any action, or refrain from taking any action, as it deems appropriate in its discretion; and (c) prevent or restrict Tenant’s and/or any Authorised User’s access to and/or use of the Platform, the Services and/or the Materials.

Right to Report Illegal Activity: Service Provider reserves the right to report any activity it suspects to be in violation of any Law to the appropriate authorities and to co-operate with such authorities.

Tenant Dependencies: In consideration of Service Provider’s provision of access and/or use of the Platform, the Services and the Materials, or any part thereof, to Tenant, Tenant agrees to, at its own cost and expense, provide or procure the provision of the relevant Tenant Dependencies and such other personnel, facilities, resources, electrical power, time, supplies, equipment, hardware, software, passwords, user inputs, data, assistance and cooperation as may be necessary for Tenant’s receipt, use and access of the Platform, the Services and the Materials. To the extent that Service Provider’s provision of access to or use of the Services, the Platform or the Materials, or any part thereof, is dependent on Tenant fulfilling the responsibilities set out in this Clause 2.8, Service Provider shall be excused from the obligation to provide access and/or use of the Services, the Platform and/or the Materials, or any part thereof, where Tenant fails to observe such responsibilities.

Service Fees: In consideration for the provision of the Services, Tenant shall pay to Service Provider Service Fees.

Applicable Taxes: The Service Fees are exclusive of all or any taxes, duties and charges imposed or levied by the appropriate local or overseas governmental agencies in connection with the Services or otherwise pursuant to this Agreement (including any applicable sales, use, personal property, goods and services or other value added taxes, such as GST, whether payable in Singapore or elsewhere), all of which shall be borne by Tenant.

Intellectual Property Rights: The Intellectual Property Rights in and to the Platform, the Services and the Materials are owned, licensed to or controlled by Service Provider and shall remain at all times the sole and exclusive property of Service Provider (or the relevant Third Party where applicable) and neither Tenant nor any Authorised User shall have any right or interest in and to the Platform, the Services or the Materials, whether by way of license or otherwise, save as provided in Clause 4.2.

Grant of right to use Platform, Services and Materials: Service Provider hereby grants Tenant a personal, limited, non-exclusive, non-transferable, non-sublicensable right to access and use:

(a) the Services; and

(b) the Platform and the Materials for the purposes of accessing and using the Services,

subject always to Clause 4.3. Service Provider reserves the right to enforce its Intellectual Property Rights to the fullest extent of the law.

Restricted use: Tenant shall not under any circumstances:

(a) copy, sell, resell, assign, licence, distribute, transmit, publicly display, rent, lease, lend, export, offer on a “pay-per-use” basis, publish or otherwise reproduce the Platform, the Services and/or the Materials or any part thereof in any form by any means;

(b) adapt, modify, decompile, disassemble, localise, port, reverse engineer, hyperlink, mirror, frame, transfer or transmit in any manner or by any means or store in an information retrieval system or install on any servers, system or equipment, the Platform, the Services and/or the Materials or any part thereof;

(c) remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or markings placed upon or contained within the Platform, the Services and/or the Materials; or

(d) prepare or develop derivative works based on the Platform, the Services and/or the Materials;

without Service Provider’s prior written permission or that of the relevant Intellectual Property Rights owners. Any breach of the aforesaid restrictions shall result in immediate and automatic termination of all rights and licences granted hereunder. The use restrictions set out herein shall survive the termination of this Agreement.

Subject to Clause 4.5, permission will only be granted to Tenant to view, listen to, download, print or use the Materials for informational and non-commercial uses, provided that Tenant: (a) does not modify the Materials and that Service Provider or the relevant Intellectual Property Rights owners retain all copyright and other proprietary notices contained in the Materials; (b) does not reuse or retransmit any such Materials (or part thereof) to any Third Party without prior written approval of Service Provider or the relevant Intellectual Property Rights owners; and (c) comply with all applicable Laws.

Trade Marks: The Trade Marks are registered and unregistered trademarks of Service Provider or Third Parties. Nothing on the Platform and/or the Materials and in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trade Marks displayed on the Platform and/or the Materials, without the written permission of Service Provider or any other applicable Trade Mark owner.

Tenant Confidential Information: Tenant agrees and acknowledges that Tenant Content is non-confidential and non-proprietary unless otherwise expressly indicated by Tenant. Tenant acknowledges, on its behalf and on behalf of each Authorised User, that Service Provider and its Affiliates, directors, officers, employees, contractors and agents shall not be subject to any confidentiality obligations in respect of any such information and/or particulars and Tenant agrees, on its behalf and on behalf of each Authorised User, that Service Provider and its Affiliates, directors, officers, employees, contractors and agents may, and Tenant hereby authorises, on its behalf and on behalf of each Authorised User, each of them to, use and disclose such information to any person (including any Third Party service provider and/or any person purporting to be Tenant or any Authorised User) in connection with the provision of the Services.

Grant of Licence by Tenant: Tenant, on its behalf and on behalf of each Authorised User, hereby grants to Service Provider and its service providers a non-exclusive, world-wide royalty-free, perpetual, irrevocable licence (or sub-licence) and right to host, transmit, distribute or use (which will include the right to copy, reproduce and/or publish) Tenant Content.

Survivability: For the avoidance of doubt, Clauses 4.6 and 4.7 shall survive the termination of this Agreement.

No Warranty: The Platform, the Services and the Materials are provided on an “as is” and “as available” basis. No warranty of any kind, implied, express or statutory, including but not limited to the warranties of title, non-infringement of Third Party rights, condition, description, quality, performance, merchantability, satisfactory quality and fitness for a particular purpose, is given in conjunction with the Platform, the Services or the Materials. Without prejudice to the generality of the foregoing, Service Provider does not warrant:

(a) the accuracy, adequacy, completeness, currency, reliability, performance or continued availability of the Platform, the Services or the Materials, and expressly disclaims any liability for errors, delays or omissions in the Platform, the Services and the Materials, or for any action taken in reliance on the Platform, the Services and the Materials;

(b) that any of the Platform, the Services or the Materials will be provided uninterrupted or free from errors, or that any identified defect will be corrected;

(c) that the Platform, the Services and the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and

(d) use of the Platform, the Materials and/or the Services by Tenant or any Authorised User will not infringe rights of Third Parties.

In addition, Service Provider makes no warranty regarding any transactions entered into through the Platform.

Tenant Representations and Warranties: Tenant represents and warrants that:

(a) Tenant has the legal right, full power and authority to enter into, and to perform all of its obligations under, this Agreement;

(b) this Agreement when validly executed will constitute valid and binding obligations on Tenant in accordance with the terms and conditions of this Agreement and enforceable according to the terms herein;

(c) Tenant’s execution, delivery and performance of this Agreement (including the receipt of Services), whether by itself or through any Authorised User, do not violate any Law;

(d) Tenant has and all Authorised Users have the right and authority to submit Tenant Content and that Tenant Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any Third Party;

(e) where Tenant or any Authorised User has disclosed Personal Data of Third Parties to Service Provider, Tenant has obtained the prior consent of such Third Parties for Service Provider to collect, use and/or disclose such Personal Data for the relevant purpose for which Tenant or such Authorised User made the disclosure or was notified to Tenant or such Authorised User at the relevant time in compliance with all Laws; and

(f) Tenant and all Authorised Users shall comply with all Laws applicable to Tenant and/or any Authorised User and/or which may be necessary for Tenant’s and/or any Authorised User’s use of and/or access to the Platform, the Services and the Materials under this Agreement.

Risks relating to the Use of the Internet: Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. Service Provider does not warrant the security of any information transmitted by Tenant or any Authorised User or to Tenant or any Authorised User through the Platform or the Services, and Tenant accepts, the risk that any information transmitted or received through the Platform or the Services may be accessed by unauthorised Third Parties. Tenant shall not hold Service Provider or any of its directors, officers, employees or agents responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any such access or disclosure or for Losses (whether direct or indirect, or whether foreseeable or not) suffered or incurred by Tenant as a result of any such access or disclosure.

Indemnities: Tenant agrees to indemnify, defend and hold harmless Service Provider and its directors, officers, employees and agents (“Indemnitees”) from and against any Losses of whatever nature and in whichever jurisdiction, which are or which may be brought against or suffered or incurred by the Indemnitees, arising directly or indirectly from or in connection with:

(a) any breach of any Law by Tenant or any Authorised User;

(b) any breach by Tenant of the terms and conditions of Agreement;

(c) any action, claim or demand which relates to any act or omission by Tenant or any Authorised User or which relates to any transaction involving Tenant’s or any Authorised User’s activities under this Agreement;

(d) any negligent act or omission or wilful default, misconduct or fraud or unlawful act of Tenant, any Authorised User or any of its Affiliates, and each of their respective directors, officers, employees or agents;

(e) any action, claim or demand which relates to Tenant Content and/or Tenant Advertising Materials, including any claim by any Third Party that any Tenant Content and/or Tenant Advertising Materials infringes any Intellectual Property Rights and/or any other rights of whatever nature of any Third Party; and

(f) any action, claim or demand by any Third Party against any of the Indemnitees arising from the circumstances specified in Clauses 6.1(a) to (e) above.

Exclusion of Liability: Service Provider, its Affiliates, its third party providers and each of their officers, directors, employees, agents, independent contractors, successors and assigns shall in no event nor for any reason whatsoever be liable, even if the relevant party has been advised of the possibility of such Losses, any Losses, including direct, indirect, incidental, special, consequential, exemplary or punitive claims, expenses, loss or damages, economic loss, or any claims for loss of profits or loss of use, whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly from or in connection with: (i) any access, use or the inability to access or use the Platform, the Services and/or the Materials; (ii) any system, server or connection failure, error, omission, interruption, delay in transmission, or computer virus or other malicious, destructive or corrupting code, agent, program or macro; (iii) any use of or access to any other website or webpage provided through the Platform, the Services and/or the Materials; (iv) any services, products, information, data, software, Content or other material obtained or downloaded through the Platform, the Services and/or the Materials or from any other website or webpage provided through the Platform, the Services and/or the Materials or from any other party referred through the Platform, the Services and/or the Materials, or through the use of the Platform, the Services and/or the Materials; (v) any use or misuse of the Platform, the Services and/or the Materials; (vi) any reliance on the Platform, the Services and/or the Materials or data, Content or information made available through the foregoing. In addition, in no event shall Service Provider be liable to Tenant or any other Third Party for any of the following:

(a) damages arising in connection with the downloading or installation of, or the inability to download or install the Platform and/or the Services or any Third Party application required to access and/or use the Platform and/or the Services, by Tenant, any Authorised User or any Third Party;

(b) amounts due from Third Parties in connection with the purchase of any products/services from Tenant;

(c) amounts due to Third Parties in connection with the purchase of any products/services by Tenant; and

(d) sales (including GST), customs and/or import or export taxes.

Limitation of Liability: Without prejudice to Clause 6.2, Service Provider’s maximum liability for all claims, suits, demands, actions or other legal proceedings under, arising in connection with or relating to this Agreement (including in connection with the Platform, the Services and the Materials), whether based on an action or claim in contract, negligence, tort or otherwise (if any), shall in any event be the amount equivalent to S$10. Unpaid fees, claimed by Service Provider and which are due under this Agreement, will not be considered damages subject to the foregoing liability cap and will not count against or reduce the amounts available under it.

No Endorsement: Service Provider neither endorses nor assumes any responsibility for the Content on the Platform and Tenant is solely responsible for all Tenant Content and/or Tenant Advertising Materials.

Transactions with Third Parties: Under no circumstances shall it be construed that Service Provider is a party to any transaction, if any, between Tenant and any Third Party or that Service Provider endorses, sponsors, certifies, or is involved in the provision of services, products or programmes accessible at the Platform and Service Provider shall not be liable in any way for any proceedings brought by Tenant against Third Parties or against Tenant by Third Parties.

Links to Third Party Websites: Service Provider has not reviewed any or all of the websites and/or webpages linked to the Platform and is not responsible for the Content, the services and/or any other aspect of any pages not located within the Platform. Any hyperlink to any other website or webpage is not an endorsement or verification of such website or webpage. Service Provider is under no obligation to do so and assumes no responsibility or liability arising from the Content of any such websites and/or webpages nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in any Content within such websites and/or webpages.

Third Party Content: Although Service Provider may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like, on the Platform, Service Provider is under no obligation to do so and assumes no responsibility or liability arising from the Content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in any Content within such locations on the Platform.

Termination by Service Provider: Service Provider, in its discretion, may, with immediate effect upon giving Tenant notice in accordance with Clause 8.10 terminate the provision of access to and/or use of the Platform, the Services and/or the Materials, or part thereof, disable the Security Credentials, and remove all Tenant Content (or part thereof) and/or all Tenant Advertising Material (or part thereof) from the Platform for any reason whatsoever, including (without limitation) a breach of any of the terms and conditions of this Agreement, if in Service Provider’s opinion or in the opinion of any regulatory authority, it is not suitable to continue providing the Services (or any part thereof), or when Tenant ceases to be a tenant of a Participating Property.

Termination by Tenant: Tenant may terminate this Agreement by giving thirty (30) days’ notice in accordance with Clause 8.10 to Service Provider.

Consequences of Termination: Upon the termination of this Agreement:

(a) all invoices rendered by Service Provider shall become due and payable by Tenant one week after the termination of this Agreement in accordance with this Clause 7;

(b) Service Fees prior to termination for which an invoice has not been submitted shall be payable immediately upon submission of the invoice by Service Provider;

(c) all rights and/or licences granted to Tenant under this Agreement shall immediately cease and terminate and Tenant shall forthwith cease, and procure that all Authorised Users forthwith cease, the use of the Platform, the Materials and the Services in any way whatsoever;

(d) Tenant shall continue to comply with, perform and honour all outstanding obligations under Tenant’s agreement(s) with any Third Party entered into in connection with this Agreement; and

(e) Tenant shall not be entitled to any refund of any payments made prior to the termination of this Agreement.

Without prejudice to the foregoing, any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

Governing Law and Jurisdiction: This Agreement shall be subject to, governed by and construed in accordance with the laws of the Republic of Singapore. The Parties hereby submit to the exclusive jurisdiction of the Singapore courts.

Additional Terms: In addition to these General Terms and Conditions (and the Schedules thereto), the use of specific aspects of the Platform, the Services and the Materials, and/or more comprehensive or updated versions thereof offered by Service Provider and its sub-contractors, service providers or Affiliates, may be subject to additional terms and conditions (“Additional Terms”), which will apply in full force and effect.

No Agency: No Party shall: (i) describe or hold itself out as agent or representative of other Party; or (ii) incur any liability on behalf of any other Party or pledge the credit of any other Party in any way or accept any order or make any contract binding upon any other Party without such Party’s prior written consent.

Independent Contractors: Nothing herein shall be deemed to constitute any Party the partner of the other nor, except as otherwise herein expressly provided, to constitute any Party the agent or legal representative of the other Parties, nor to create any fiduciary relationship between the Parties.

Non-waiver: No failure to exercise and no delay in exercising on the part of any Party any right, power or privilege under this Agreement shall operate as a waiver thereof or affect such right, power or privilege, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege.

Reasonableness: Each Party confirms it has received independent legal advice relating to all the matters provided for in this Agreement (or if it has elected not to seek independent legal advice, is fully aware of the legal implications and consequences), and agrees that the provisions of this Agreement (and all documents entered into pursuant to this Agreement) are fair and reasonable.

Amendments to Agreement: Tenant acknowledges and agrees that Service Provider may make such amendments to this Agreement as Service Provider may in its discretion deem fit from time to time. Upon any imposition of any amendment in the terms and conditions of this Agreement, Service Provider will notify Tenant through a Notice or such other method of notification as may be designated by Service Provider, specifying a date on and as from which such amendment shall take effect. Tenant agrees that any notification of amendments to this Agreement as aforementioned shall be sufficient notice for the purpose of this Clause 8.7. If Tenant does not agree to be bound by such amendments, Tenant shall cease, and procure that all Authorised Users cease, all access to and use of the Platform, the Services and the Materials. Tenant further agrees that if it or any Authorised User continues to use and/or access the Platform, the Services and/or the Materials after being notified of such amendments to this Agreement, such use and/or access shall constitute an affirmative:

(a) acknowledgement by Tenant of this Agreement and its amendments; and

(b) agreement by Tenant to abide and be bound by this Agreement and its amendments.

Service Provider reserves its rights to vary, amend or rescind this Agreement under this Clause 8.7 without the consent of any Third Party.

Sub-contracting and Delegation: Service Provider reserves the right to delegate or sub-contract the performance of any of its functions in connection with the Platform, the Services and/or the Materials and reserves the right to use any service providers, subcontractors and/or agents on such terms as Service Provider deems appropriate.

Force Majeure: Service Provider shall not be liable for any non-performance, or error, interruption or delay in the performance of its obligations under this Agreement (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform, the Services and/or the Materials if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond its reasonable control, including but not limited to:

(a) flood, lightning, acts of God, fire, earthquakes and other natural disasters such as an epidemic or a pandemic;

(b) judgements, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact;

(c) power failure;

(d) acts or defaults of any telecommunications network operator circumstances where communications lines for Service Provider’s computer systems (whether in Singapore or elsewhere) cannot be used for reasons attributable to Third Party telecommunications carriers; and

(e) acts or omissions of any Third Party service provider or a party for whom Service Provider is not responsible.

Notices:

(a) All notices, requests, consents, approvals, or other communications provided for or in connection with this Agreement shall be in writing in English (“Notice”) and shall be sufficiently given or served if delivered personally or sent to the address or e-mail address of a Party, or if published on the Platform in the case of Notice by Service Provider to Tenant.

(b) Any Notice, if published on the Platform, shall conclusively be deemed to have been received by Tenant upon Service Provider publishing such Notice on the Platform.

Rights of Third Parties: A Third Party shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or any other analogous Laws now existing or in future enacted in any part of the world to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 8.11 shall affect the rights of any permitted assignee or transferee of this Agreement.

Severability: If any provision or part thereof of this Agreement is held to be invalid, illegal or unenforceable, such provision or part thereof shall be struck and the remaining provisions shall not be affected thereby.

No Transfer by Tenant: Tenant may not assign, transfer, novate or otherwise deal with its rights and obligations under this Agreement, any part hereof, or any payment due hereunder, without the prior written consent of Service Provider. If consent is granted, any such assignment by Tenant shall not increase or alter Service Provider’s obligations nor diminish the rights of Service Provider, nor relieve Tenant of any of its obligations under this Agreement or any contract between Tenant and any Third Party, including, without limitation, any Landlord.

Transfer by Service Provider: This Agreement and all the rights and obligations of Service Provider under it may be assigned, transferred, novated or otherwise dealt with by Service Provider to a party nominated by Service Provider without Tenant’s consent or approval and will inure to the benefit of Service Provider’s successors and assigns. Tenant undertakes to do all things and execute all documents necessary to facilitate such assignment, transfer, novation or dealing.

Currency: Unless otherwise agreed between the Parties, money references under this Agreement shall be in Singapore Dollars.

Entire Agreement: This Agreement shall constitute the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof.

Unless the context otherwise requires, the following expressions shall have the following meanings in the Agreement:

(a) "Additional Terms" shall be as defined in Clause 8.2.

(b) "Advertisement" shall be as defined in Clause 2.2.

(c) "Affiliate" means with respect to an entity, any person directly or indirectly controlled by, controlling or under common control with that entity, where “control” means the right to exercise, directly or indirectly, more than fifty per cent. (50%) of the voting rights attributable to the management of that person and/or the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person.

(d) "Agreement" consists of the terms and conditions set out in these General Terms and Conditions and the Additional Terms.

(e) "Authorised User" means such users designated by Tenant as an ‘Authorised User’.

(f) "Building Management Booking Services" means the features, services and functions made available on the Platform from time to time for Tenant to use and/or access any services, features or facilities of or in connection with a Participating Property.

(g) "Building Management Booking Services Terms" are set out in Schedule 2.

(h) "Content" means any content, information, functionalities, services or materials, including but not limited to text, software, code, scripts, webpages, music, sound, photographs, video, graphics, graphical user interface, forms, diagrams or other material.

(i) "GST" means goods and services tax charged under the Goods and Services Tax Act 1993 of Singapore.

(j) "Indemnitees" shall be as defined in Clause 6.1.

(k) "Intellectual Property Rights" means all copyright, patents, utility innovations, trade marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

(l) "Landlord" means the proprietor of the Participating Property.

(m) "Law" means the following:

(i) any laws, legislations, statutes, common law, principles of equity and regulatory requirements, whether national, federal, state, local or otherwise, in any applicable jurisdictions from time to time, including where applicable, the Sale of Food Act 1973 of Singapore;
(ii) all conditions, regulations, rules. judgements, injunctions, acts, directives, orders, policies, restrictions, guidelines, quality of service standards, codes of practices, by-laws, prohibitions or measures of any kind on the part of any court, governmental, parliamentary, regulatory or other competent authority in any applicable jurisdictions from time to time, including where applicable, the Food Regulations and the Code of Practice on Environmental Health;
(iii) any permits and licences, applicable or necessary for the performance of an activity or undertaking in any applicable jurisdictions from time to time, including where applicable, permits, licenses and standards imposed by the National Environment Agency of Singapore; and
(iv) industry standards or any codes of conduct or rules of any industry body, which Tenant is a member of, or has obligations to.

(n) "Losses" means all losses, liabilities, settlement sums, costs (including legal costs and costs of other professionals), penalties, fines, charges, expenses, actions, proceedings, claims and demands, whether foreseeable or not.

(o) "Materials" means, any Content provided or otherwise made available through the Platform or the Services.

(p) "Notice" shall be as defined in Clause 8.10.

(q) "Participating Property" means the property designated as such by Service Provider on the Platform.

(r) "Party" means either Service Provider or Tenant (as the case may be) and “Parties” means both Service Provider and Tenant.

(s) "Platform" means the online platform (including any web or mobile versions and mobile applications (including the iOS and Android versions thereof)) branded as “CityNexus” operated and/or owned by Service Provider through which Service Provider may make available product and service offerings of third party merchants to end users, and any other features, services and functions made available through such platform from time to time, but shall exclude any external website or webpage owned, operated and maintained by Tenant or any other Third Party.

(t) "Personal Data" means “personal data” as defined in the Personal Data Protection Act 2012 of Singapore.

(u) "Prohibited Material" means any Content that:

(i) infringes any Third Party Intellectual Property Rights or any other proprietary rights;
(ii) contains any computer virus or other invasive or damaging code, program or macro;
(iii) is defamatory, libellous or threatening;
(iv) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under any Law (including the provisions of the Singapore Broadcasting (Class Licence) Notification);
(v) is or may be construed as offensive and/or otherwise objectionable, in the sole opinion of Service Provider; and/or
(vi) any junk mail, spam, chain letters, or any unsolicited mass distribution of email.

(v) "Security Credentials" means the unique login identification credentials issued or prescribed by Service Provider to allow each Authorised User to access and/or use the Platform and/or Services.

(w) "Service Fees" shall be such fees as prescribed by Service Provider and notified to Tenant from time to time for the use and access of the Services.

(x) "Services” means any of the services, information and functions made available by Service Provider to Tenant from time to time, including the Building Management Booking Services.

(y) "Tenant” means the tenant of the Participating Property which signed up to use and access the Platform and the Services;

(z) "Tenant Advertising Materials” shall be as defined in Clause 2.2.

(aa) "Tenant Content” means any Content: (i) transmitted and/or received by Service Provider, in the course of the provision of the use and/or access to the Platform, the Services and/or the Materials to Tenant, including such Content submitted by Tenant and/or Authorised Users to Service Provider for inclusion and/or posting through the relevant Platform and/or such other means Service Provider may prescribe; (ii) transmitted and/or received by Tenant and/or Authorized Users, through Tenant’s and/or any Authorised User’s access to and use of the Platform, the Services and/or the Materials; and/or (iii) collected by Service regarding Tenant’s and/or Authorised User’s access to and/or use of the Platform, the Services and/or the Materials.

(bb) "Tenant Dependencies” means such dependencies as notified by Service Provider to Tenant from time to time and any dependencies set out in the Schedules to this Agreement or any Additional Terms.

(cc) "Third Party” means a legal entity, company or other person that is not a party to this Agreement.

(dd) "Trade Marks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.

In this Agreement: (i) whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation”; (ii) words importing the singular only shall also include the plural and vice versa where the context requires; (iii) clause headings are inserted for convenience only and shall not affect the interpretation of this Agreement; (iv) references to Clauses and Schedules shall be deemed to refer to the clauses and schedules of the General Terms and Conditions; (v) references to any “person” include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority; (vi) unless expressly indicated otherwise, all references to a number of days mean calendar days, the words “month” or “monthly” as well as all references to a number of months means calendar months, and the word “year” means a calendar year; and (vii) reference to a statute, law, by-law, regulation, rule, directive, delegated legislation or order also refers to the same as amended, modified or replaced from time and to any by-law, regulation, rule, directive, delegated legislation or order made thereunder.

Except as otherwise agreed in writing, in the event of a conflict or inconsistency between any two or more provisions under the Agreement, whether such provisions are contained in the same or different documents, the provisions will be applied in the following order of precedence with the provisions higher in the order of precedence prevailing over the provisions in the lower order of precedence:

(a) the Additional Terms;

(b) the General Terms and Conditions; and

(c) the provisions in any other document referred to in this Agreement

General: Tenant shall, and shall procure that all Authorised Users shall:

a. use the Building Management Booking Services for internal use only in the Participating Property; and

b. use the Building Management Booking Services in accordance with the notices, guidelines, rules, policies and instructions issued by Service Provider in relation the use and access of the Building Management Booking Services, as well as any amendments to the aforementioned, issued by Service Provider, from time to time.

Additional indemnities: Without prejudice to Clause 6.1 of the General Terms and Conditions, Tenant agrees to indemnify, defend and hold harmless Indemnities from and against any Losses of whatever nature and in whichever jurisdiction, which are or which may be brought against or suffered or incurred by the Indemnitees, arising from or in connection with any action, claim or demand which relates to any transaction involving Tenant’s and/or any Authorised User’s activities in connection with the Building Management Booking Services or the use and/or access any services, features or facilities of or in connection with a Participating Property by Tenant.

Tenant Dependencies: See Appendix A to this Schedule 2.

• Tenant shall appoint authorised users only for the use of the services.

• Tenant shall provide necessary information for the set-up and configuration of these services when required by the Service Provider.