Terms of Use
The Platform (as defined below), owned and operated by CITYNEXUS PTE. LTD. (Company Registration No. 201804790N) (“CNPL”), the Materials (as defined below) and the Services (as defined below), is provided to you, under the following terms and conditions of use (“Terms of Use”). When you read these Terms of Use, “you”, “your” and “User” mean an end user of the Platform (as defined below) and ”CNPL” refers to CNPL’s successors and assigns.
If you are below 18 years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; and (ii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop accessing and using the Platform (as defined below) and the Services (as defined below).
By clicking the “Sign Up” button, you are indicating your agreement to be bound by all terms and conditions of these Terms of Use. If you do not accept all the terms and conditions of these Terms of Use, do not click on the “Sign Up” button. If you have not been authorised to use the Platform (as defined below) and/or the Services (as defined below), do not click on the “Sign Up” button.
1. DEFINITIONS
In these Terms of Use, unless the context otherwise requires, the following expressions shall have the following meanings:
1.1 “Additional Terms” shall be as defined in Clause 5.1.
1.2 “Application” means the software programme known as “CityNexus” which allows access to the Services via a mobile device.
1.3 “Communications” shall be as defined in Clause 6.2.
1.4 “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.
1.5 “E-Voucher Service Terms” means the terms and conditions in Appendix A. *
1.6 “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 and 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.
1.7 “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.
1.8 “Materials” means, any Content provided or otherwise made available through the Platform and/or the Services.
1.9 “New Features” shall be as defined in Clause 5.2.
1.10 “Order” means an order for a Partner’s products and/or services made by a User via the Platform.
1.11 “Partner” means each such third party merchant whose products and/or services are offered, provided or otherwise made available to Users via the Platform.
1.12 “Password” refers to the password that meets CNPL-prescribed criteria, if any, that you use in conjunction with the Username to access the Platform and/or the Services.
1.13 “Personal Data” means “personal data” as defined in the Personal Data Protection Act 2012 of Singapore.
1.14 “Platform” means the online platform (including any web or mobile versions and mobile applications (including the Application and such other iOS and Android versions of mobile applications)) branded as “CityNexus” 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/or maintained by Partner or any other third party.
1.15 “Prohibited Material” means any Content that:
1.15.1 infringes any Intellectual Property Rights or any other proprietary rights of any third party;
1.15.2 contains any computer virus or other invasive or damaging code, program or macro;
1.15.3 is defamatory, libellous or threatening;
1.15.4 is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under any laws or legal requirements (including the provisions of the Singapore Broadcasting (Class Licence) Notification);
1.15.5 is or may be construed as offensive and/or otherwise objectionable, in the sole opinion of CNPL; and/or
1.15.6 any junk mail, spam, chain letters, or any unsolicited mass distribution of email.
1.16 “Services” means any of the services, information and functions made available by CNPL through the Platform to User from time to time. “Services” do not include either the services which are provided by Partners or third parties or, for the avoidance of doubt, any “payment service” (as such term is defined under the Payment Services Act 2019 of Singapore) to you.
1.17 “Trade Marks” means the trade marks, service marks, trade names and logos used and displayed on the Platform.
1.18 “User Content” means any Content submitted by a User for inclusion and/or posting through the Platform and/or such other means CNPL may prescribe.
1.19 “Username” refers to the unique login identification name or code which identifies you.
2. LICENCE TO USE APPLICATION
2.1 The Application and Platform are proprietary to CNPL and neither shall be used other than strictly in accordance with the terms set out herein. CNPL grants to you a personal, limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Application for the purpose of accessing and using the Services.
2.2 CNPL reserves all rights not granted hereunder.
2.3 For the avoidance of doubt, CNPL shall not at any time be obliged to provide any adaptations, enhancements and/or modifications to the Platform, including without limitation any updates, patches, bug-fixes and/or upgrades to the Platform or any new versions and/or releases of the Platform which incorporate new features or functions.
3. GENERAL CONDITIONS FOR THE USE OF PLATFORM, SERVICES AND MATERIALS
3.2 You must also abide by all applicable laws, statutes, regulations, acceptable use policies of any connected computer networks, and any applicable Internet standards, in your use and access of the Platform, the Services and the Materials.
3.3.1 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
3.3.2 engage in, use and/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 these Terms of Use;
3.3.3 use, send, distribute or upload, in any way, data, software or Content that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components that may impair or damage the operation of the Platform, the Services and/or another’s computer or device;
3.3.4 attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform and/or the Services; or
3.3.5 post, promote or transmit through the Platform any Prohibited Material.
4. RESERVATION OF RIGHT AND AUTHORISATION
4.2 CNPL reserves the right, but shall not be obliged to: (i) monitor, screen, censor or otherwise control any activity on and/or the Content on the Platform; (ii) investigate any violation of the terms and conditions contained herein and take any action, or refrain from taking any action, as it deems appropriate in its sole, unfettered and absolute discretion; (iii) prevent or restrict access of any User (including your access) to the Platform, the Services and/or the Materials; and/or (iv) report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities.
4.3 Without prejudice to any other rights which CNPL may have under these Terms of Use, CNPL reserves the right to suspend, terminate or disable your access and/or use of the Platform and/or the Services at any time.
4.4 Without prejudice to Clauses 7.1 and 8.1 below, Orders are not binding until processed by CNPL and accepted by Partner. CNPL reserves the right to not process any Order if: (i) such Order does not comply with the requirements or terms and conditions applicable to the access and/or use of the Platform and/or Services, including these Terms of Use, or is otherwise not in the mode or manner required by CNPL; (ii) CNPL is prohibited from processing such Order by reason of any applicable laws or legal requirements; or (iii) for such other reason as CNPL may deem appropriate at its sole, unfettered and absolute discretion.
5. OTHER APPLICABLE TERMS/NEW FEATURES
5.1 In addition to these Terms of Use, the use of specific aspects of the Platform, the Services and/or the Materials, and/or more comprehensive or updated versions of the Platform, the Services and/or the Materials, may be subject to additional terms and conditions (“Additional Terms”), which will apply in full force and effect.
5.2 CNPL reserves the right (but shall not be obliged) to introduce new products, applications, programmes, services, information, functions and/or features (collectively “New Features”) to the Platform. The term “Services” shall include New Features which are provided through the Platform respectively at no charge or fee unless otherwise indicated.
5.3 All New Features shall be governed by these Terms of Use and may be subject to Additional Terms which you shall be required to agree to before access to and use of such New Features are provided, and shall be deemed to have agreed to by you upon your access and/or use of such New Features. In the event of any inconsistency between these Terms of Use and the Additional Terms, the Additional Terms shall prevail in so far as the inconsistency relates to the New Features in question unless otherwise provided.
6. USERNAME AND PASSWORD
6.1 Username/Password: A Username and Password may either be: (a) determined and issued to you by CNPL; or (b) provided by you and accepted by CNPL in its sole, unfettered and absolute discretion in connection with the use of the Services and/or access to the Platform. CNPL may at any time in its sole, unfettered and absolute discretion forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you, arising out of or in connection with, or by reason of such invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential, and shall be responsible for the security of the Username and Password and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify CNPL immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or there has been any unauthorised use of the Username and/or Password.
7. ORDERS AND TRANSACTIONS
7.1 No Contract: You acknowledge that except as otherwise indicated, all products and/or services of Partner made available on the Platform are sold or offered by the relevant Partner as indicated on the specific product or service landing page on the Platform and not CNPL, and CNPL only provides an avenue through the Platform for you to make Orders with the said Partners. CNPL neither endorses nor assumes any responsibility or liability arising in connection with any Order or the products and/or services in respect of which an Order is carried out and CNPL is not involved in and shall not be required to be a party to any agreements or promises made between you and any Partner, and, therefore, cannot and do not know if any Partner will perform any promise made to you or if any Partner will perform any promise made to you with reasonable care. You acknowledge and agree that you are making an Order solely with the relevant Partner and, where applicable, entering into an agreement solely with such Partner. Transfer of risk and property in purchased products or services, delivery, collection, refunds, returns, replacements, exchanges of purchased products or services, and any other ancillary products or services in relation to such products and/or services, shall be governed by and subject to such terms and conditions as may be prescribed by the relevant Partner, which may be indicated on the specific product or service landing page or the relevant Partner’s own website or webpage and, accordingly, you shall not have any right or claim against us in respect of any Orders made through the Platform in respect of any products or services provided by a Partner.
7.2 Without prejudice to Clause 7.1 above and Clause 8.1 below, all Orders shall be subject to CNPL’s processing and/or the relevant Partner’s acceptance at their sole discretion and each accepted Order shall constitute an agreement entered into directly and only between you and the relevant Partner (“Customer Contract”). You acknowledge that unless you receive Partner’s confirmation accepting your Order, Partner shall not be party to any legally binding agreements or promises made between Partner and you for the sale or other dealings with the relevant products and/or services and accordingly Partner shall not be liable for any Losses which may be incurred as a result. For the avoidance of doubt, CNPL and Partner each reserve the right to decline to process or accept any Order received from or through the Platform in each of its absolute discretion.
7.3.1 CNPL gives no warranty as to the quality, merchantability, state, condition or fitness of the products and/or services offered, provided or made available on or through the Platform, and any listing of any product and/or service of any Partner on the Platform shall not constitute an endorsement or verification of such product and/or service; and
7.3.2 no condition is made or to be implied nor is any warranty given or to be implied in relation to any products and/or services supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose and/or conditions may be known to Partner.
8. DISCLAIMERS
8.1 Content, products and services from various sources such as Partners, other Users and any other third party Content providers, including websites or webpages owned, operated and/or maintained by a Partner or any other third party, may be included or provided through the Platform. Such inclusion or provision is not an endorsement by CNPL of any Content, products and/or services from the aforementioned sources. The access and/or use of any such Content, products and/or services is entirely at your own risk.
8.2 Neither CNPL, its related corporations, third party providers, each of their officers, directors, employees, agents, independent contractors, successors or assigns, nor any of CNPL’s Content providers, including Partners or any third party Content providers, shall be responsible or liable for any errors, delays or omissions in the Platform, the Services, the Materials, and/or any part thereof, or for any actions taken in reliance thereon.
8.3 For the avoidance of doubt, any hyperlink to any other website or webpage is not an endorsement or verification of such website or webpage and such website or webpage should only be accessed at your own risk.
9. NO WARRANTY
9.1 The Platform, the Services and the Materials are provided “as is” and “as available”. NO WARRANTY OF ANY KIND, IMPLIED, EXPRESS OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, CONDITION, DESCRIPTION, QUALITY, PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, IS GIVEN IN CONJUNCTION WITH THE PLATFORM, THE SERVICES, THE MATERIALS OR ANY INFORMATION AND MATERIALS PROVIDED THROUGH THE SERVICE. Without prejudice to the generality of the foregoing, CNPL does not warrant: (i) the accuracy, timeliness, adequacy, completeness, currency, reliability, performance or continued availability of the Platform, the Services and/or the Materials; (ii) that your use of and/or access to the Platform, the Services and/or the Materials, or the operation of the Platform, the Services and/or the Materials, will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected; (iii) that the Platform, the Services and/or the Materials will meet your requirements or are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and (iv) that use of the Platform, the Services and/or the Materials by you will not infringe rights of third parties. In addition, CNPL makes no warranty regarding any transactions entered into through the Platform.
9.2 You acknowledge and agree that transmissions over the Internet 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. You acknowledge and agree that CNPL does not warrant the security of any information transmitted by or to you using the Platform or the Services and you hereby accept the risk that any information transmitted or received using the Platform and/or the Services may be accessed by unauthorised third parties and/or disclosed by CNPL and/or its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. You will not hold CNPL or any of its officers, employees or agents responsible or liable, in contract, tort (including negligence or breach of statutory duty), equity or otherwise, for any such access and/or disclosure or for any Losses (whether direct or indirect, or whether foreseeable or not) suffered or incurred by you as a result of any such access and/or disclosure.
9.3 You acknowledge that neither CNPL nor its related corporations provide any “payment service” (as such term is defined under the Payment Services Act 2019 of Singapore) to you.
10. EXCLUSION OF LIABILITY
10.1 CNPL, its related corporations, its third party service 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, for 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) 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, Services and/or the Materials, from any other website or webpage provided through the Platform, the Services and/or the Materials, 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 (vii) any activity on and/or Content transmitted through the Platform, including the Materials, or any error, omission, falsehood, inaccuracy or any Prohibited Material being contained in any such activity or Content. In addition, in no event shall CNPL be liable to you or any other party for: (a) any amounts (including E-Vouchers) due from other Users or any Partner; and/or (b) damages arising in connection with the downloading or installation of, or the inability to download or install the Platform (including the Application) or any third party application required to access and/or use the Platform, by you or other third party.
11. INTELLECTUAL PROPERTY
11.1 The Intellectual Property Rights in and to the Platform, the Services and the Materials are owned, licensed to or controlled by CNPL, and shall remain at all times the sole and exclusive property of CNPL (or the relevant third party where applicable). You shall have no 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 2.1. CNPL reserves the right to enforce its Intellectual Property Rights to the fullest extent of the law.
11.2 You shall not under any circumstances:
11.2.1 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, and/or any part thereof, in any form or by any means;
11.2.2 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, and/or any part thereof;
11.2.3 remove, obscure or destroy any copyright, trade secret, proprietary or confidential legends or markings placed upon or contained within the Platform, Services and/or the Materials; and
11.2.4 prepare or develop derivative works based on the Platform, the Services and/or the Materials, without CNPL’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 these Terms of Use.
11.3 Subject to Clause 11.4, permission will only be granted to you to view, listen to, download, print or use the Materials for informational and non-commercial purposes, provided that:
11.3.1 you do not modify the Materials and that CNPL or the relevant Intellectual Property Rights owners retain all copyright and other proprietary notices contained in the Materials;
11.3.2 you do not reuse or retransmit any such Materials (or part thereof) to any other person or entity without the prior written approval of CNPL or the relevant Intellectual Property Rights owners; and
11.3.3 comply with all applicable laws.
11.4 Trade Marks: The Trade Marks are registered and unregistered trademarks of CNPL, Partners or other third parties. Nothing on the Platform and/or the Materials and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any licence 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 CNPL or any other applicable Trade Mark owner.
11.5 User Content:
11.5.1 You warrant and represent that you have the right and authority to submit your User Content and that your User Content or any part thereof does not infringe the Intellectual Property Rights or any other rights of any third party.
11.5.3 You hereby consent and grant to CNPL 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) your User Content.
11.5.4 For the avoidance of doubt, Clauses 11.5.2 and 11.5.3 shall survive the termination of these Terms of Use.
12. DATA PRIVACY
12.1 CNPL’s data protection policy explains how CNPL treats your Personal Data when you access and/or use the Platform and/or the Services. By accessing and using the Platform and/or the Services, you agree that CNPL can collect, use and disclose any Personal Data you provide to CNPL in accordance with CNPL’s data protection policy (which may be found at https://www.cdl.com.sg/index.php/privacy-policy), as may be updated and/or amended by CNPL from time to time, or otherwise for the purposes of providing the Platform and/or the Services to you, including disclosing such Personal Data to Partners and/or CNPL’s third party service providers to enable or facilitate the provision of the Services and/or the Partners’ products and/or services to you.
12.2 You further consent to CNPL and its third party service providers collecting data relating to you (including your Personal Data) for the purposes of helping CNPL understand the use(s) of the Platform and/or the Services and improve and enhance the Services, the Platform and/or Users’ experience in properties owned by CNPL’s related corporations (including for the purposes of research and development, analytics, surveys and/or profiling). Such data may include your device’s IP address, statistics about how you access and/or use the Services and/or the Platform and information provided through the use of “cookies”.
12.3 Certain products and/or services may be provided by Partner and/or other third party on a part of the Platform or Partner’s or such third party’s own website or webpage (to which you may be directed from the Platform). You acknowledge that any submission of Personal Data via such part of the Platform or Partner’s or third party’s website or webpage shall be to such Partner or third party directly and not CNPL and CNPL shall not be deemed to have collected any Personal Data submitted by you in such manner. In effect, you would have left CNPL’s websites or webpages when you visit such parts of the Platform or such Partner’s or third party’s website or webpage. You further acknowledge that any collection, use and/or disclosure of such Personal Data on such parts of the Platform or such Partner’s or third party’s website or webpage shall not be governed by CNPL’s data protection policy but shall be subject to such terms and conditions as may be prescribed in such Partner’s or such third party’s own privacy policy. CNPL shall not be responsible for the privacy practices or policies of any Partner or any third party. You are encouraged to learn about the privacy practices or policies of such Partners or third parties.
12.4 You further warrant and represent that where any Personal Data of a third party individual is provided to CNPL and/or its third party providers by you or on your behalf, you have: (i) informed the relevant third party individual that their Personal Data has been or will be disclosed to CNPL and/or its third party providers; (ii) informed the relevant third party individual that such Personal Data will be collected, used, stored, disclosed, transferred or otherwise processed by CNPL and/or its third party providers in the manner and for the purposes as described in this Clause 12; and (iii) obtained the consent of the relevant third party individual for the foregoing. Upon reasonable request from CNPL, you agree to provide to CNPL a copy of document(s) containing such consent or which evidences that the relevant third party individual has given such consent.
13. TERMINATION
13.1 CNPL, in its sole, unfettered and absolute discretion, may with immediate effect upon giving you notice in any of the manners prescribed in Clause 15 below, terminate your right to access and/or use the Platform, the Materials and/or the Services and/or invalidate your Username and Password, and may disable or restrict access to the Platform, the Materials and/or the Services (or any part thereof) for any reason whatsoever, including without limitation, a breach of any of the terms and conditions of these Terms of Use.
13.3 Without prejudice to the foregoing, any termination of these Terms of Use shall not affect any of CNPL’s rights accrued prior to termination and any of your obligations under any provisions of these Terms of Use which are meant to survive the termination, 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.
14. AMENDMENTS TO TERMS OF USE
14.2 Notwithstanding Clause 15.1, CNPL is under no requirement or obligation to notify any person (including you) through any means other than as specified in Clause 14.1 before making any amendment to these Terms of Use. It is the responsibility of each User to regularly check the Platform and/or their email to be notified of any updates to these Terms of Use.
14.3 If you do not agree to be bound by such amendments, you shall immediately cease all access to and use of the Platform, the Services and the Materials. You further agree that if you continue to use and/or access the Platform, the Services and/or the Materials after being notified of such amendments to these Terms of Use, such use and/or access shall constitute an affirmative: (i) acknowledgement by you of these Terms of Use and its amendments; and (ii) agreement by you to abide and be bound by these Terms of Use and its amendments.
14.4 CNPL reserves its rights to vary, amend or rescind these Terms of Use under this Clause 14 without the consent of any other person or entity who is not a party to these Terms of Use.
15. NOTICES
16. FORCE MAJEURE
16.1 CNPL shall not be liable for any non-performance, or error, interruption or delay in the performance, of its obligations under these Terms of Use (or part thereof) or the Platform’s and/or the Services’ operation, 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 acts of God, natural disasters, epidemics, pandemics, acts of war or terrorism, acts of any government or authority, power failures, acts or defaults of any telecommunications network operator or carrier or platform operator, and the acts or omissions of a party for whom CNPL is not responsible for).
17. GENERAL
17.1 Use and/or access of the Platform, the Services and/or the Materials, and these Terms of Use, shall be subject to, governed by and construed in accordance with the laws of the Republic of Singapore and you hereby submit to the exclusive jurisdiction of the Singapore courts.
17.2 You may not assign, transfer, novate or otherwise deal with your rights under these Terms of Use, or part thereof, without CNPL’s prior written consent. These Terms of Use and all the rights and obligations of CNPL under it may be assigned, transferred, novated or otherwise dealt with by CNPL to any third party nominated by CNPL without your consent or approval and will inure to the benefit of CNPL’s successors and assigns. You undertake to do all things and execute all documents necessary to facilitate such assignment, transfer, novation or dealing.
17.3 CNPL 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 CNPL deems appropriate.
17.4 These Terms of Use will bind you and CNPL and CNPL’s respective successors in title and assigns. These Terms of Use will continue to bind you notwithstanding any change in CNPL’s name or constitution or CNPL’s merger, consolidation or amalgamation with or into any other entity (in which case these Terms of Use will bind you to CNPL’s successor entity).
17.5 If any provision or part thereof of these Terms of Use is held to be invalid, illegal or unenforceable (whether in whole or in part), such provision or part thereof shall be struck and severed from these Terms of Use and the remaining provisions of these Terms of Use shall not be affected thereby.
17.6 Neither the failure to exercise nor the delay in exercise by CNPL of any of CNPL’s rights, powers and privileges under these Terms of Use shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or any other right, power or privilege. Such failure or delay shall not affect CNPL’s right to enforce its rights under these Terms of Use.
17.7 A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore or or any other analogous laws now existing or in future enacted in any part of the world to enforce any term of these Terms of Use, 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 17.7 shall affect the rights of any permitted assignee or transferee of these Terms of Use.
Appendix A
E-Voucher Service Terms
These Additional Terms (the “E-Voucher Service Terms”) govern your use and access of the E-Vouchers (as defined below), the E-Voucher Portal (as defined below), and the E-Voucher Services (as defined below). The E-Vouchers are provided to you by CNPL. As holder of the E-Vouchers, CNPL recognises the value of the E-Vouchers for your use of the E-Vouchers in accordance with these E-Voucher Service Terms.
1. DEFINITIONS
In these E-Voucher Service Terms, all capitalised terms used have the same meaning as those used in the Terms of Use and, unless the context otherwise requires, the following expressions shall have the following meanings:
1.1 “E-Voucher” means the e-vouchers, e-tokens, e-coupons, e-stamps and/or any other electronic form, promotional code or gift code (which may be in the denominations of S$5, S$10 or S$50 or such other denominations as may be prescribed by CNPL), that are issued to you by or on behalf of CNPL in respect of benefits and privileges made available pursuant to and in accordance with the relevant terms governing such subject-matter as may be prescribed by or on behalf of CNPL or its related corporations from time to time.
1.2 “E-Voucher Portal” means the online portal (including any web or mobile versions and mobile applications, such as iOS and Android versions, or in any other digital form) operated and/or owned by CNPL, through which CNPL may make available to you E-Voucher-related services and functionalities such as allowing one to buy for oneself, gift to others, and receive from others, E-Vouchers, as well as to utilise E-Vouchers to purchase Participating Merchant’s goods and services, and any other features, services and functions made available through such portal from time to time by or on behalf of CNPL, but shall exclude any external website or webpage owned, operated and/or maintained by Participating Merchants and/or any third party.
1.3 “E-Voucher Services” means any of the services, information and functions made available by CNPL through the E-Voucher Portal to User from time to time. “E-Voucher Services” do not include either the services which are provided by Participating Merchants or third parties or, for the avoidance of doubt, any “payment service” (as such term is defined under the Payment Services Act 2019 of Singapore) to you.
1.4 “Participating Merchant” means each such third party merchant who is listed as a participating merchant on the Platform, the full list of which may be obtained at https://www.citysquaremall.com.sg/cdl-voucher/, as may be updated and/or amended by CNPL from time to time.
1.5 “Promotions” shall have the meaning ascribed to such term in Clause 2.6.
2. GENERAL CONDITIONS FOR THE USE OF E-VOUCHERS, E-VOUCHER PORTAL, AND E-VOUCHER SERVICES
2.1 You must comply with any and all notices, guidelines, rules, policies and instructions pertaining to the use and access of the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services as issued and/or amended by CNPL from time to time. These notices, guidelines, rules, policies and instructions will generally be notified to you via email, push notification(s) and/or publication on the Platform, and/or such other method of notification as may be designated by CNPL, which you acknowledge shall be sufficient notice for the purpose of this Clause 2.1. Such notices, guidelines, rules, policies and instructions shall take effect from the date issued and/or amended by CNPL or such other date that CNPL may specify.
2.2 The E-Vouchers:
2.2.1 are valid for use with no minimum spend with Participating Merchants unless otherwise prescribed by or on behalf of CNPL or its related corporations from time to time;
2.2.2 may be combined with one or more modes of payment accepted by the Participating Merchant;
2.2.3 may be combined with one or more other E-Vouchers or any other physical vouchers issued by CNPL and/or its related corporations, as payment for a single purchase; and
2.2.4 cannot be used to purchase another E-Voucher.
2.3 You must also abide by all applicable laws, statutes, regulations, acceptable use policies of any connected computer networks, and any applicable Internet standards, in your use and access of the E-Vouchers, the E-Voucher Portal and the E-Voucher Services.
2.4 You agree and acknowledge that:
2.4.1 Without prejudice to any other rights which CNPL may have under these E-Voucher Service Terms and the Terms of Use generally, CNPL is entitled to at any time and at its sole discretion, suspend, terminate or disable your access and/or use of the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services entirely, and notwithstanding such suspension, termination, or disabling, you will remain liable to CNPL and other relevant persons (including Participating Merchants) for any liabilities incurred during the period of your use and access of the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services.
2.4.2 CNPL is entitled to at any time and at its sole discretion to:
(i) introduce, restrict or amend any of the benefits and privileges in connection with your use and access of the E-Vouchers, the E-Voucher Portal and/or E-Voucher Services.
(ii) delay the issuance of E-Vouchers and/or cancel, revoke or otherwise deduct E-Vouchers that have already been issued to you; and
(iii) impose limits in relation to the E-Vouchers, including any limits on the amount of E-Vouchers that may be stored and used in connection with the E-Voucher Portal and on the transactions undertaken using E-Vouchers;
2.4.3 the E-Vouchers are issued by or on behalf of CNPL, and may only be stored and used solely with Participating Merchants and via the E-Voucher Portal in accordance with these E-Voucher Service Terms. The E-Vouchers are not permitted to be stored, listed, used, or traded outside of the E-Voucher Portal, and are not intended to be, and shall not be understood, deemed, interpreted or construed to be or be representative of any kind of currency (including digital currency), legal tender, money or deposit or substitute therefor. E-Vouchers may not be withdrawn or refunded;
2.4.4 CNPL’s decision on all matters and discrepancies relating to the E-Vouchers, the E-Voucher Portal and the E-Voucher Services, and your use and access to the E-Voucher Portal and E-Voucher Services, shall be final and binding. You shall notify CNPL of any error, omission or inaccuracy in relation to your use and access of the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services as soon as reasonably practicable;
2.4.5 as part of the E-Voucher Services, your balance of E-Vouchers in the E-Voucher Portal may be notified to you through the Platform, and/or such other method of notification as may be designated by CNPL;
2.4.6 the E-Vouchers will expire on the expiry date, which shall be one year from the date on which the User purchases the relevant E-Vouchers, or as set out in the relevant terms governing such E-Vouchers as may be prescribed by or on behalf of CNPL or its related corporations from time to time;
2.4.7 you will ensure that any information or data you post on the E-Voucher Portal in connection with your use and access of the E-Vouchers, the E-Voucher Portal and/or E-Voucher Services is accurate and you agree to take sole responsibility for such information and data;
2.4.8 other than as set out in these E-Voucher Service Terms or such terms and conditions as may be prescribed by or on behalf of CNPL or its related corporations, the E-Vouchers issued (and any purchase, ownership, receipt or possession thereof) and the E-Voucher Portal carry no other rights, use, purpose, value, attributes, functionalities or features, and do not represent or confer any other ownership right or stake, share, security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to CNPL or its related corporations;
2.4.9 you will access and/or use the E-Vouchers, E-Voucher Portal and the E-Voucher Services only for lawful purposes and in a lawful manner at all times and to conduct any activity relating to the E-Vouchers, E-Voucher Portal and/or E-Voucher Services in good faith; and
2.4.10 CNPL or its related corporations do not purport (whether through the E-Vouchers, the E-Voucher Portal, the E-Voucher Services, or otherwise (as well as their subsequent iterations or versions)) to operate any “payment service” (as such term is defined under the Payment Services Act 2019 of Singapore) and CNPL or its related corporations are not licensed, approved, registered or regulated under the Payment Services Act 2019. Consequently, holders and Users of the E-Vouchers, the E-Voucher Portal, or the E-Voucher Services (as well as their subsequent iterations or versions) will not be afforded the relevant protections set out in the Payment Services Act 2019 and related subsidiary legislation, regulations, circulars, notices, directions and guidelines.
2.5 CNPL may (but shall not be obliged to) at any time, at its sole, unfettered and absolute discretion and without giving any reason or prior notice, upgrade, maintain, modify, alter, suspend, discontinue the provision of or remove (including downtime for the maintenance of the E-Voucher Portal), whether in whole or in part, the E-Voucher Portal and/or any E-Voucher Services and, in such event, CNPL shall not be liable for any Losses which may be incurred by you or any third party as a result.
2.6 CNPL reserves the right, but shall not be obliged to:
2.6.1 monitor, screen or otherwise control any activity or Content on the E-Voucher Portal and/or through your use and access of the E-Voucher Portal and the E-Voucher Services;
2.6.2 investigate any violation of these E-Voucher Service Terms and take any action it deems appropriate;
2.6.3 prevent or restrict access of any User (including your access) to the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services;
2.6.5 report any activity it suspects to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or
2.6.6 otherwise manage the E-Vouchers, the E-Voucher Portal and/or the E-Voucher Services in a manner designed to protect CNPL’s rights and property and to facilitate the proper functioning of the E-Vouchers, the E-Voucher Portal and the E-Voucher Services.
This Terms of Use was last updated on 29 Feb 2024.