IMPORTANT: These Supply Terms & Conditions govern (a) the supply of Loopedin Products (as defined below), whether by sale or rental; (b) the use and maintenance of the Loopedin Products; and (c) the supply of the relevant Loopedin Services; By using and continuing to use the Loopedin Products and/or Loopedin Services (as defined below), Customer agrees to the Supply Agreement (as defined below) and any updates to the Supply Agreement.
1. REQUEST FOR QUOTATIONS, QUOTATIONS AND ACCEPTANCE OF QUOTATIONS
Request For Quotations
1.1 Any party that intends to seek a quotation from Loopedin for the supply of any Loopedin Products and/or Loopedin Services shall submit a duly completed Request for Quotation in Loopedin’s prescribed form.
1.2 By submitting a Request for Quotation to Loopedin, Customer agrees to be bound the Supply T&Cs.
Quotations
1.3 Whether in response to a Request for Quotation or otherwise, Loopedin may make an offer to Customer by way of a Quotation. The Quotation shall be subject to the Supply T&Cs.
1.4 The Quotation shall set out:
1.4.1 the Loopedin Products offered to Customer;
1.4.2 the Loopedin Services offered to Customer; and
1.4.3 the Charges applicable for the Loopedin Products and/or Loopedin Services offered.
1.5 Loopedin may vary a Quotation at any time before acceptance. Unless otherwise stated in a Quotation, that Quotation remains open for acceptance for 30 days after its date, but may be withdrawn by Loopedin at any time before acceptance.
Acceptance Of Quotations
1.6 An Quotation may only be accepted in writing signed by Customer. Other than the terms in the Quotation and the Supply T&Cs, Customer agrees that no other terms and conditions shall apply to the supply of Loopedin Products and/or Loopedin Services unless agreed to in writing by Loopedin.
1.7 Loopedin need not respond in any way to any attempt by Customer to vary the content of a Quotation (including the Supply T&Cs). Any attempt by Customer to do so (including in any Customer’s purchase order) is void unless the variation is accepted in writing by Loopedin.
Cancellation
1.8 Customer may not cancel an accepted Quotation unless Customer:
1.8.1 obtains Loopedin’s prior written approval; and
1.8.2 pays all costs incurred or damages suffered by Loopedin in connection with the accepted Quotation (including without limitation any charges, duties, taxes, expenses, design costs, purchasing costs or other outgoings paid or incurred).
Variations To An Accepted Quotation
1.9 If Customer requests a variation to an accepted Quotation:
1.9.1 Loopedin will use its reasonable efforts to comply with the request; and
1.9.2 if Loopedin can comply with the request:
(a) Customer must pay Loopedin the amounts reasonably invoiced for the variation; and
(b) Loopedin will advise Customer of any delivery delay resulting from complying with the request.
1.10 Loopedin may increase the price stated in an accepted Quotation to cover extra costs incurred resulting from Customer’s request.
1.11 Loopedin may make changes to the Loopedin Products (their delivery or packaging) or the Loopedin Services:
1.11.1 without notifying Customer, if the changes improve the Loopedin Products and/or Loopedin Services or do not substantially deviate from the original specifications for the Loopedin Products and/or Loopedin Services; or
1.11.2 in other cases, with Customer’s approval.
1.12 Any attempt by Customer unilaterally to vary the content of an accepted Quotation (including the Supply T&Cs), whether orally or in writing, is void.
Purpose Of Loopedin Products And Loopedin Services
1.13 Customer acknowledges it relies solely on its own skill and judgment in all respects and in particular:
1.13.1 in its decision to be supplied with or use the Loopedin Products and/or Loopedin Services; and
1.13.2 that the Loopedin Products and/or Loopedin Services are fit for the purpose for which they are being acquired.
2. PAYMENT TO LOOPEDIN
2.1 Unless otherwise stated in the Supply Agreement, Customer must pay Loopedin within 14 days after the date of each invoice.
2.2 In accordance with the relevant Supply Model and Customer Subscription, Customer shall make payment to Loopedin of all applicable Charges in advance before the supply of the Loopedin Products and/or Loopedin Services. Loopedin may amend the rates and fees for the supply of the Loopedin Products and/or Loopedin Services from time to time. Notification of new rates and fees will be either posted on the Loopedin Platform, on the Website or sent to Customer in writing via electronic means or otherwise. Payment of Charges shall be in accordance with such payment modes as Loopedin may prescribe from time to time. Payments by Customer to Loopedin shall be the full amount invoiced and free of any deduction, withholding, set-off or counterclaim of any nature whatsoever, including without limitation, deductions for bank charges, official fees, taxes or any other expense or charge incurred by Customer.
2.3 Where the payment is made by Customer as required under the Supply Agreement, Customer shall either (a) authorise Loopedin to directly debit the Charges from a bank account designated by Customer or (b) make payment to Loopedin by an Electronic Payment Method acceptable to Loopedin (either of which is described as the “Designated Account”), Customer shall maintain the minimum balance (as specified by Loopedin from time to time) in the Designated Account. Loopedin shall be entitled to (and Customer so authorises Loopedin to) debit directly or seek payment, without any notice, the Charges and other monies due to Loopedin from the Designated Account. Customer shall bear all charges imposed by its bank or its payment service provider in relation to the payment arrangement, including but not limited to charges in relation to maintenance of Customer’s account, all debits of payment (whether successful or unsuccessful) and overdrawing on the account. Customer shall also bear all charges incurred by Loopedin in connection with the unsuccessful debit of such payment. Customer consents to Loopedin storing Customer’s payment details as is necessary to effect payment of the Charges.
2.4 Where the payment is processed by Loopedin’s Payment Service Provider, Customer agrees to be bound by their terms and conditions and consents to the disclosure to, collection, processing and storage of personal and financial data of Customer and Authorised Staff by that Payment Service Provider.
2.5 Customer shall notify Loopedin of any discrepancies in the amounts charged within ten (10) days of notification of any payable Charges, failing which the amount charged shall be deemed correct and Customer shall not be entitled to dispute the same or bring any action or proceedings against Loopedin in respect thereof.
2.6 In the event that the Charges or any part thereof remains unpaid by the payment due date for any reason, Loopedin shall be entitled to suspend or terminate, the whole or any part of the Supply Agreement. The foregoing shall be without prejudice to Loopedin’s right to impose late payment interest as provided below.
2.7 Interest is payable on all late payments, whether the late payment is agreed by Loopedin or not, at the rate of 8% per year (or other rate notified in writing by Loopedin to Customer from time to time), calculated daily from the due date until the date of payment. All expenses incurred by Loopedin in collecting late payments must be paid by Customer and Customer authorised Loopedin to debit the same directly from the Designated Account.
2.8 In the event of a failure or delay of Customer to make timely payment of Charges for any services provided by Third Party Suppliers, then in addition to the late payment interest charged by Loopedin aforesaid, Customer shall bear all late payment interest and other charges imposed on Loopedin or Customer by such Third Party Suppliers.
2.9 In the event that Loopedin is compelled to commence any legal action to recover unpaid Charges and other monies due to Loopedin, Customer agrees that Loopedin shall be entitled to claim legal costs on a full indemnity basis from Customer.
2.10 If Loopedin is GST registered, Customer shall be liable to pay GST on any Charges payable under the Supply Agreement.
3. DEPOSIT
3.1 Where required by Loopedin, Customer shall pay to Loopedin the Deposit as security for the due payment of the Charges when due, and the due performance and observance by Customer of its obligations herein. The Deposit shall be maintained at the agreed amount as long as the Supply Agreement has not been terminated. The Deposit or any deductions from the Deposit shall in no way prejudice or affect the rights of Loopedin in respect of any breaches by Customer of any other terms and conditions of the Supply Agreement.
3.2 Loopedin may do the following with the Deposit:
3.2.1 if the Supply Agreement is terminated within its first year from the Commencement Date with no fault of Loopedin, Loopedin may forfeit the entire Deposit;
3.2.2 if Customer fails to take delivery of the Loopedin Products or commence the Loopedin Services by the Commencement Date, Loopedin may forfeit the entire Deposit;
3.2.3 if, after delivery of the Loopedin Products to Customer, a Loopedin Product is lost or damaged, Loopedin may deduct from the Deposit, the Loopedin Product Loss; or
3.2.4 if Customer is in breach of any of its other obligations under the Supply Agreement, Loopedin may deduct from the Deposit a sum which Loopedin assesses to be its loss and damage (including any costs and expenses on an indemnity basis) as a result of the breach.
3.3 The Deposit (or the balance thereof after all deductions) shall be refunded by Loopedin to Customer within 30 days after the last of the following:
3.3.1 the termination of the Supply Agreement; or
3.3.2 the return of the Loopedin Products to Loopedin as provided in Clause 16.6.2.
3.4 The Deposit shall be refunded without interest, less whatever sum or sums of money which may then be found due to Loopedin as a result of any breach of the terms and conditions of the Supply Agreement and is without prejudice to any other claims which Loopedin may have against Customer.
4. GENERAL TERMS FOR SUPPLY OF LOOPEDIN PRODUCTS
4.1 Unless otherwise stated in the Supply Agreement, where Customer has agreed to be supplied with the Loopedin Products:
4.1.1 Loopedin will deliver the Loopedin Products to the designated delivery point; and
4.1.2 all risk in Loopedin Products passes to Customer on delivery.
4.2 While Loopedin will use its reasonable efforts to ensure delivery of the Loopedin Products as agreed:
4.2.1 time is not of the essence and Customer is not entitled to rescind the Supply Agreement if there is a delay in the delivery of any Loopedin Product; and
4.2.2 Loopedin is not liable in any way, whether in contract, tort or under statute, because of delay in delivery of part or all of the Loopedin Products.
4.3 Unless the Loopedin Products are sold to Customer, ownership and title to the Loopedin Products remains with Loopedin.
4.4 If any event referred to in Clause 16 happens, then:
4.4.1 immediately on Loopedin’s request Customer must return to Loopedin any Loopedin Products it does not own;
OR
4.4.2 Loopedin may enter the premises at which those Loopedin Products are stored and retake possession of them;
AND
4.4.3 Loopedin may resell those Loopedin Products.
4.5 Where the Loopedin Products are sold to Customer, ownership of Loopedin Products supplied only passes to Customer when all of the Loopedin Products are paid for in full. Until then:
4.5.1 ownership of the Loopedin Products remains with Loopedin;
4.5.2 Customer holds the Loopedin Products as bailee for Loopedin; and
4.5.3 Customer must store the Loopedin Products separately from its own goods such that they can be easily identified as Loopedin Products.
4.6 Notwithstanding that ownership of Loopedin Products supplied has passed to Customer:
4.6.1 Customer agrees to be bound by the Supply T&Cs for the supply of the relevant Maintenance Services by Loopedin to maintain the Loopedin Products; and
4.6.2 upon the End-of-life of the Loopedin Products, Customer shall return such Loopedin Products to Loopedin for their proper recycling or disposal at Customer’s cost.
4.7 If Loopedin Products are manufactured outside Singapore and licensed by a government for use in Singapore, Customer must not export, or permit the exportation of, those Loopedin Products without Loopedin’s prior written approval.
4.8 This Clause does not limit any right Loopedin may have to recover damages for breach of contract.
5. GENERAL TERMS FOR SUPPLY OF LOOPEDIN SERVICES
5.1 Where Customer has agreed to be supplied with the Loopedin Products, Customer also agrees, where Loopedin Services are concerned, to the following:
5.1.1 encourage its employees, customers, suppliers and partners to subscribe to the App and use the Loopedin Products; and
5.1.2 use the Loopedin Platform and the Inventory Management Software to manage the use and maintenance of the Loopedin Products.
5.2 Where Customer is a corporate entity, Customer shall provide Loopedin with particulars of its Authorised Staff who are authorised by Customer to use the Loopedin Services. Such Authorised Staff must also be approved by Loopedin.
5.3 Unless otherwise stated in the Supply Agreement, where Customer has agreed to be supplied with the Loopedin Services (including the use of the Loopedin Platform):
5.3.1 The Loopedin Services shall commence on the Commencement Date notified by Loopedin to Customer
5.3.2 For the purposes of activating and maintaining the Loopedin Services, Customer must: (a) pay all applicable Charges due, (b) deposit with Loopedin the Deposit; (c) comply with the terms set out in the relevant Customer Subscription plan, and (d) provide such information and documents as Loopedin may require, including but not limited to information on every proposed Authorised Staff, where Authorised Staff IDs are required in order to access and/or use the Loopedin Services.
5.3.3 Loopedin shall have the discretion to vary the Customer Subscription plan, the Customer Subscription process or activation process or waive any requirements thereof, including the discretion not to activate any Loopedin Services without giving any reason for doing so.
5.3.4 Loopedin may require the personal data of Authorised Staff or proposed Authorised Staff, as the case may be, for the purposes of (a) allowing such Authorised Staff to use the Loopedin Services, (b) managing and administering the login identities of the Authorised Staff, (d) providing, improving, and developing the Loopedin Services and the Third Party Services; (e) disclosing to Third Party Providers to enable them to provide the Third Party Services, (f) market research & trend analysis; and (g) sending to Authorised Staff by email information and updates about the Loopedin Services and any other products and services, including training opportunities, which may be of interest to them. If Authorised Staff provides Loopedin with their personal data, Authorised Staff hereby consents to Loopedin’s collection, use and disclosure of the personal data for the purposes set forth in this Clause. The consent referred to in this Clause shall survive the expiry or termination of the Supply Agreement.
5.3.5 Customer acknowledges that use of the Loopedin Services may include or comprise Third Party Services provided by Third Party Suppliers. The availability of Third Party Services to Customer may be subject to Third Party T&Cs imposed on Customer by Third Party Suppliers. By accessing and using the Third Party Services, Customer is deemed to have accessed and agreed to be bound by the latest version of the Third Party T&Cs then in force. Customer shall be responsible for complying with such additional terms and conditions.
6. SPECIFIC TERMS FOR SUPPLY OF LOOPEDIN PRODUCTS AND LOOPEDIN SERVICES
Use of the App
6.1 To use the App, User have to download the App and subscribe to its use. The use of the App by Users is subject to the App Agreement.
Use of the Loopedin Platform & Inventory Management Software
6.2 Use of the Loopedin Platform (which includes the Inventory Management Software) is subject to the following:
6.2.1 Loopedin shall be entitled to modify, terminate or suspend any part or all of the Loopedin Platform at any time without prior notice and without giving any reason, including by altering, reducing or extending the service hours from time to time. Loopedin endeavours to advise Customer of changes to the Loopedin Platform which, in Loopedin’s opinion, may significantly alter the Loopedin Platform.
6.2.2 Customer shall be responsible for obtaining, installing and maintaining all equipment, software, and communication means required to connect to the World Wide Web, the mobile network, and to use the Loopedin Platform, including a computer and modem, telecommunication facilities or other access devices, and other ancillary equipment.
6.3 Authorised Staff authorised by Customer and Loopedin to use the Loopedin Platform and Inventory Management Software must comply with the following:
6.3.1 Authorised Staff or Authorised Staff ID can only be associated with more than one Customer Subscription at a time if Loopedin gives prior written approval.
6.3.2 No Authorised Staff ID may be shared with any other person.
6.3.3 Authorised Staff shall ensure the secrecy of the Authorised Staff ID and shall not divulge or authorise or cause to be divulged the Authorised Staff ID to any unauthorised third party.
6.3.4 Loopedin has the right, exercisable forthwith without prior notice, to suspend or deactivate any Authorised Staff ID or to restrict access to and use of the Loopedin Platform if: (a) Authorised Staff has breached the Supply Agreement; (b) in Loopedin’s opinion, the Authorised Staff ID is inactive for a prolonged period of time; (c) in Loopedin’s opinion, there are security reasons for doing so; or (e) there are any other grounds for doing so under the Supply Agreement.
Maintenance Services
6.4 The Maintenance Services shall commence on the Commencement Date notified by Loopedin to Customer and shall continue on a year-to-year basis until terminated as provided in Clause 16.
6.5 For the Maintenance Services, Loopedin shall:
6.5.1 grant Customer and Authorised Staff access to the Inventory Management Software used by Loopedin to track the Loopedin Products;
6.5.2 conduct a training session to train Customer and its Authorised Staff on the proper use of the Inventory Management Software;
6.5.3 conduct a training session to train Customer’s staff on the proper process when dispensing the Loopedin Products to and/or collecting them back from the Users of the Loopedin Products;
6.5.4 arrange to collect, clean and maintain the Loopedin Products;
6.5.5 arrange to deliver the cleaned Loopedin Products to Customer;
6.5.6 locate at various sites dispensing machines to dispense the cleaned Loopedin Products; and
6.5.7 locate at various sites the return stations to collect the used Loopedin Products.
6.6 For the Maintenance Services, Customer shall and shall ensure that its staff:
6.6.1 prepare the sites to receive delivery of the Loopedin Products;
6.6.2 prepare the sites to receive delivery of the Equipment with proper electrical outlets, connection requirements and access ways;
6.6.3 place the Equipment in a prominent location within Customer’s premises that is easily accessible to Users and once placed, shall not remove the Equipment from Customer’s premises;
6.6.4 unless otherwise stated, Customer acknowledges that ownership of the Loopedin Product remains with Loopedin and shall ensure that the Loopedin Products are free from any lien, encumbrance, charge or other security;
6.6.5 ensure that the Loopedin Products and Equipment are kept safe and secure from theft and damage;
6.6.6 use the Loopedin Products in a good and proper manner complying with all of the requirements, instructions, manuals and recommendations concerning their use;
6.6.7 use the Equipment in a good and proper manner complying with all of the requirements, instructions, manuals and recommendations concerning their use;
6.6.8 use the Loopedin Products and the Equipment for the intended purpose for which they are designed and not for any other purpose;
6.6.9 not to tamper, alter, modify or add anything to the Loopedin Products;
6.6.10 not, and shall not permit or cause any third party to, attempt to tamper, defeat, disrupt, bypass or otherwise thwart the operation of access control mechanisms put in place by Loopedin on the Loopedin Products;
6.6.11 not and, shall not permit or cause any third party to tamper, delete, or remove any copyright notices, RFID tags or other types of tracking technology on the Loopedin Products.
6.6.12 arrange to take delivery of the cleaned Loopedin Products from Loopedin;
6.6.13 use the Inventory Management Software provided by Loopedin to track the use of the Loopedin Products in a good and proper manner complying with all of requirements and recommendations concerning its use;
6.6.14 follow the proper process (as an example ensuring that the Loopedin Products are complete and not damaged) when dispensing the Loopedin Products to Users;
6.6.15 only dispense the Loopedin Products to Users who have the proper right to use them by inspecting the App on the User’s mobile device;
6.6.16 only dispense the Loopedin Products to Users who have satisfied all requirements set out in the App, including properly tagging the Loopedin Products to the App on the User’s mobile device;
6.6.17 inform Users that Users are to use the Loopedin Products (a) according to Loopedin’s instructions for their proper care and use, (b) in a good and proper manner, and (c) for their intended purpose and not for other purposes; and
6.6.18 upon the End-of-life of the Loopedin Products, return such Loopedin Products to Loopedin for their proper recycling or disposal which may, at Loopedin’s discretion, be at Customer’s cost.
Damaged or missing Loopedin Products
6.7 Customer must notify Loopedin immediately if a Loopedin Product is missing, stolen or damaged while in Customer’s possession. In such a case, a sum equivalent to the Loopedin Product Loss will be charged.
Sponsorship
6.8 The sponsorship of a Loopedin Product by Customer is one of the Loopedin Services. The benefits and obligations of a sponsor of a Loopedin Product are set out in the Website.
7. STAFF CONTENT
7.1 From time to time, Loopedin may introduce features which would permit Customer and Authorised Staff to upload and store data, information, content or other matter (“Staff Content”) for future retrieval, viewing, editing and/or sharing.
7.2 Loopedin shall have the right but not the obligation to monitor and review Staff Content, to edit or delete Staff Content and to terminate or restrict access thereto, without liability or prior notice and without giving any reason for doing so.
7.3 As part of the Loopedin Platform, Loopedin may permit Customer to have access to and deal with in any manner the Staff Content of its Authorised Staff, or any part thereof (“Staff Content Rights”). Staff Content Rights may include the right to modify, delete, make copies of and terminate or restrict a Authorised Staff’s access to the Staff Content. The nature, scope and duration of Staff Content Rights shall be determined solely by Loopedin. Staff Content Rights may be modified, terminated or suspended at any time by Loopedin without liability and without giving any reason for doing so. Loopedin shall reasonably endeavour to advise Customer of any changes to the Staff Content Rights which will, in Loopedin’s opinion, significantly alter the Staff Content Rights.
7.4 Customer and Authorised Staff hereby grants to Loopedin a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable and sublicensable right to access, use, host, store, reproduce, modify, adapt, publish, translate, distribute, display and disclose the Staff Content.
8. CUSTOMER’S GENERAL WARRANTIES
8.1 Customer represents, warrants and undertakes to Loopedin as follows:
8.1.1 Customer shall at all times have all the necessary rights, power and authority to enter into the Supply Agreement, and to perform all its obligations under the Supply Agreement;
8.1.2 Customer’s use of the Loopedin Products and/or Loopedin Services and performance of its obligations under the Supply Agreement shall not violate any agreement existing between Customer and any third party;
8.1.3 Customer’s use of the Loopedin Products and/or Loopedin Services and performance of its obligations under the Supply Agreement shall at all times be conducted in conformity with all applicable laws;
8.1.4 If Customer provides Loopedin with personal data of Authorised Staff or proposed Authorised Staff, (a) Customer has notified such Authorised Staff or proposed Authorised Staff of the purposes for which Loopedin requires their personal data; and (b) either Customer has obtained their prior consent or Customer is duly authorised to consent on their behalf to Loopedin’s collection, use and disclosure of their personal data for the purposes set out in the Supply Agreement;
8.1.5 Customer has obtained and shall at all times maintain all necessary approvals, consents, authorisations, releases, waivers, licences and permits required to use the Loopedin Products and/or Loopedin Services and perform its obligations under the Supply Agreement;
8.1.6 All data, information, content or other matter provided by Customer to Loopedin shall be true, accurate, current and complete and Customer shall promptly provide updates thereto as and when necessary;
8.1.7 When using the Loopedin Products and/or Loopedin Services, Customer shall not, and shall not permit or cause any third party to, submit, upload or transfer any files, code, documents, data, information, content or other matter which infringes or violates third party intellectual property or other rights or which are or contain viruses or other harmful code, or which shall subject or be likely to subject Loopedin to civil or criminal liability;
8.1.8 Customer shall not, and shall not permit or cause any third party to, use the Loopedin Products and/or Loopedin Services for or to carry out any activity that may be prohibited under any applicable law;
8.1.9 Customer shall not, and shall not permit or cause any third party to, attempt to tamper, defeat, disrupt, bypass or otherwise thwart the operation of access control mechanisms put in place by Loopedin on the Loopedin Products and/or Loopedin Services;
8.1.10 Customer shall not and, shall not permit or cause any third party to, tamper, delete or remove any copyright notices, RFID tags or other types of tracking technology on the Loopedin Products; and
8.1.11 Customer shall render all reasonable assistance to Loopedin as Loopedin may request from time to time in respect of the Loopedin Products and the Loopedin Services.
8.2 Customer hereby authorises Loopedin to deal with any data, information, content or other matter submitted by or to the Customer, in any manner as Loopedin shall deem fit for the purposes of operating, providing, improving, monitoring and reviewing the Loopedin Platform, Loopedin Products and/or Loopedin Services, and for performing Loopedin’s obligations and exercising or enforcing Loopedin’s rights under the Supply Agreement, or otherwise.
9. LOOPEDIN’S GENERAL WARRANTIES
9.1 If Customer notifies Loopedin in writing of a breach of a warranty given under the Supply Agreement within 5 business days after delivery, Loopedin will, at Loopedin’s sole discretion, either:
9.1.1 replace or repair the Loopedin Products and/or Loopedin Services; or
9.1.2 pay to Customer the cost of replacing or repairing that part or all of Loopedin Products and/or Loopedin Services that are defective.
9.2 If Customer fails to notify Loopedin as aforesaid, Customer is deemed to accept that the Loopedin Products and/or Loopedin Services delivered are of merchantable quality, free from faulty materials, workmanship or defects and conforms with the manufacturer’s specifications.
9.3 For the purposes of this Clause and Clauses 10 and 11, references to “Loopedin Services” shall include references to any hardware or software required for the provision of the Loopedin Services.
10. EXCLUSIONS FROM WARRANTIES
Loopedin Products, Loopedin Services, Loopedin Platform, Inventory Management Software, App, and Website
10.1 THE LOOPEDIN PRODUCTS, THE LOOPEDIN SERVICES THE LOOPEDIN PLATFORM, Inventory Management Software, APP, AND WEBSITE (INCLUDING WITHOUT LIMITATION ALL SOFTWARE, DATA, INFORMATION, CONTENT OR OTHER MATTER THEREBY MADE AVAILABLE RELATED TO THEIR USE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, LOOPEDIN DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, IN RELATION THERETO, INCLUDING WITHOUT LIMITATION ALL IMPLIED CONDITIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.2 Loopedin does not warrant that the Loopedin Products, the Loopedin Services the Loopedin Platform, Inventory Management Software, App, and Website will meet Customer’s requirements or that any software related to their use will be accurate, complete, reliable, timely, secure, bug-free or error-free or perform in an uninterrupted manner or be free from viruses or other harmful code. Loopedin shall not be liable to Customer, Authorised Staff or any third party in any way whatsoever for any losses, damage, fees, costs or expenses arising out of or in connection with such use or reliance (including without limitation all data, information, content or other matter thereby made available) or any downtime or service outage affecting them.
10.3 Loopedin is not liable in any way, whether in contract, tort or by statute, for any failure of Loopedin Products, Loopedin Services, Loopedin Platform, Inventory Management Software, App, and/or Website to comply with the warranties given under the Supply Agreement:
10.3.1 unless Customer can prove, to Loopedin’s satisfaction, that Customer used and operated them strictly in accordance with Loopedin’s instructions as set out in the Inventory Management Software, operating manuals, App and Website; or
10.3.2 if the failure is caused by:
(a) fair wear and tear, impact, improper use, or mishandling; or
(b) repair, alteration or use beyond their specifications or modification in any way
by any person other than an employee of Loopedin.
10.4 Customer acknowledges that:
10.4.1 after the manufacture of Loopedin Products, Loopedin is not obliged to make, or cause to be made, any change to the Loopedin Products equivalent to any modification in design or specification made to any similar products; and
10.4.2 Loopedin is not responsible for the replacement of consumable items used in the operation of Loopedin Products and/or Loopedin Services.
Internet communications and mobile network
10.5 Loopedin does not warrant the security, confidentiality, authenticity or integrity of any communications and data transmissions over the Internet and mobile network as such risks cannot be eliminated from communications and data transmissions over the Internet and mobile network. Accordingly, any document or information which is transmitted by Customer, whether to Loopedin or to any other party, is transmitted at Customer’s own risk.
Authorised Staff IDs
10.6 As between Customer and Loopedin, it is Customer which is responsible for the proper use and confidentiality of all Authorised Staff IDs associated with the Loopedin Platform, Inventory Management Software, App or Loopedin Services. Customer shall ensure that it has at all times full control of and over the use of all such Authorised Staff IDs. Loopedin shall be entitled to treat all communications, transactions and other activities occurring under or referable to any such Authorised Staff IDs as having occurred on behalf of Customer and with Customer’s knowledge and authority. Loopedin shall not be liable for any losses, damage, costs, fees or expenses arising out of or in connection with any communication, transaction or activity occurring under or referable to the Authorised Staff IDs or Customer’s failure to comply with this Clause.
Customer’s dealings with others
10.7 Loopedin shall not be responsible for any dealings whatsoever between Customer and (a) any Authorised Staff, (b) any Third Party Supplier or (c) any other Customer, whether or not such dealings have been facilitated by Loopedin.
Third Party Suppliers
10.8 Loopedin shall not be responsible for any Third Party Services, including but not limited to the accuracy, completeness, reliability, availability or security thereof. Loopedin shall not be liable for any losses, damage, costs, fees or expenses arising out of or in connection with the acts, neglects and omissions of Third Party Suppliers or other third parties in performing their duties and obligations, including without limitation third party providers of food, drinks, goods, cleaning & other services, telecommunication, mobile network, computer or internet services or for faults in or failures of their apparatus, equipment or systems.
10.9 The Third Party Services may be modified, terminated or suspended at any time without prior notice and without giving any reason. Loopedin shall not be liable to Customer or any third party in any way whatsoever for any losses, damage, fees, costs or expenses arising out of or in connection with any such modification, terminated or suspension.
10.10 Customer undertakes that it shall not seek to recover and shall not be entitled to recover from Loopedin or to be indemnified by Loopedin against, any direct, indirect or consequential loss, damage, costs, fees or expenses howsoever sustained, incurred or paid by Customer to any Third Party Supplier or other third party in relation to any claims, actions or proceedings whatsoever arising out of or in connection with (a) the use of the Loopedin Products, the Loopedin Services or any Third Party Services, or (b) the exercise of any rights or performance of any obligations by Loopedin under the Supply Agreement. In no event shall Authorised Staff seek to join Loopedin as a party, or otherwise make Loopedin a party, to any such claims, actions or proceedings.
11. LIMITATION OF LIABILITY
11.1 Loopedin may have insurance for claims relating to Loopedin Products and/or Loopedin Services. For any claim covered by insurance, Loopedin limits its liability to the amount Loopedin’s insurer pays for the claim.
11.2 Loopedin excludes all liability for any claim not covered by insurance, other than any claim for breach of contract. Loopedin limits its liability:
11.2.1 for any breach of any condition or warranty (that is not excluded in the Supply Agreement) implied by the Singapore Sale of Goods Act, to the cost of replacing or repairing the Loopedin Products or of resupplying the Loopedin Services in respect of which the breach occurred;
11.2.2 for any other breach of contract claim regarding the Loopedin Products, to the Loopedin Product Loss; and
11.2.3 for any other breach of contract claim regarding the Loopedin Services, to the sum paid by Customer in the three (3) months period preceding the date of Customer’s first claim against Loopedin for Loopedin Services in respect of which the breach occurred.
11.3 Loopedin excludes:
11.3.1 all conditions and warranties implied by custom, the general law or statute;
11.3.2 to the extent permissible by law, all liability to Customer or any third party for any losses or damage, whether direct, indirect, incidental, consequential or otherwise, or any costs, fees or expenses, arising out of or in connection with the Loopedin Platform, Loopedin Products and/or Loopedin Services, including without limitation loss of profits, loss of revenue, loss of data, business interruption, loss of goodwill, loss of business opportunity and down time, even if Loopedin has been advised of the possibility of such loss or damage; and
11.3.3 to the extent allowed, all warranties under the Singapore Sale of Goods Act.
11.4 In this Clause “liability” means all liability, including:
11.4.1 liability for breach of contract; and
11.4.2 other liability, including statutory and tortious liability (including negligence) and liability for patent infringement.
11.5 Loopedin shall have no liability to Customer under the Supply Agreement unless Customer shall have served notice on Loopedin within one (1) year from the date that the event giving rise to the cause of action arose.
12. INDEMNITY
12.1 Customer shall at all times defend, indemnify and hold harmless Loopedin and its officers, employees, agents and contractors (“those indemnified”) from and against any losses, damage, costs, fees, expenses (including reasonable legal costs and expenses) or other liability in respect of any and all claims whatsoever arising out of or in connection with:
12.1.1 any failure of Customer or a Authorised Staff to abide by the Supply T&Cs regarding the use of the Loopedin Products and/or Loopedin Services, and any other policies, directives and instructions issued from time to time by Loopedin in respect of the said Loopedin Products and/or Loopedin Services.
12.1.2 any failure of Customer to abide by applicable Third Party T&Cs;
12.1.3 the exercise of Staff Content Rights by Customer, where applicable;
12.1.4 any dealings whatsoever between Customer and (1) any Authorised Staff; (2) any Third Party Supplier or (3) any other Customer;
12.1.5 Loopedin’s collection, use and disclosure of personal data for any purposes set out in the Supply Agreement;
12.1.6 the Customer’s or a Authorised Staff’s use of the Website, Loopedin Platform, Loopedin Products and/or Loopedin Services or the data, information, content or other matter thereby made available; or
12.1.7 any data, information, content or other matter provided by Customer or Authorised Staff (including, without limitation, Staff Content, where applicable).
12.2 Customer’s obligation to defend those indemnified pursuant to Clause 12.1 shall include without limitation the obligation to notify third party claimants in writing that those indemnified are not liable to them and to institute legal proceedings, if necessary, to restrain the third party from bringing such claims against those indemnified.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 All IP Rights conceived, developed, comprising, embodied in, or practiced in connection with the Equipment, Loopedin Platform, Loopedin Products and/or Loopedin Services, including all text, graphics, logos, icons, trade marks, service marks, domain names, video and sound recordings, data compilations, computer programs and computer code, are owned by Loopedin or its licensors and shall not be reproduced, modified, adapted, distributed, published, displayed, uploaded, broadcast, posted, transmitted or hyperlinked in any manner and in any form without the prior written approval of Loopedin or its licensors. Customer acknowledges and agrees that Customer has no right, title or interest in or to the Equipment, Loopedin Platform, Loopedin Products or Loopedin Services and will not challenge the ownership or right of Loopedin or its licensors thereto.
13.2 Subject to Customer’s full compliance with the Supply Agreement, Loopedin shall grant to Customer a limited, non-exclusive, non-transferable and non-sub-licensable licence to access and use, through its Authorised Staff, the Loopedin Platform solely and exclusively for Customer’s internal business purposes. Customer acknowledges and agrees that it and its Authorised Staff access and use the Loopedin Platform is solely in the capacity of end-users.
13.3 Customer must promptly notify Loopedin in writing of any claim or action alleging that any of the Loopedin Products and/or Loopedin Services infringes any IP Rights (“IPR Claim”).
13.4 Customer must:
13.4.1 only use the Equipment, Loopedin Platform, Loopedin Products and/or Loopedin Services for the purposes for which they were designed to be used;
13.4.2 not reverse engineer the Equipment, Loopedin Platform or Loopedin Products;
13.4.3 not reverse engineer any hardware and software related to the provision of the Loopedin Platform, Loopedin Products and/or Loopedin Services;
13.4.4 not design or manufacture products that compete with Loopedin Products; and
13.4.5 not design or manufacture any hardware and software related to the provision of the Loopedin Services that compete with Loopedin Services.
14. CONFIDENTIALITY
14.1 In addition to the obligations of confidentiality in any NDA, the Parties and its Authorised Staff agree to keep the Confidential Information confidential at all times and shall not use or disclose such Confidential Information except:
14.1.1 strictly as required to perform its obligations under the Supply Agreement; or
14.1.2 with the prior consent of the Party that owns such Confidential Information or to which such Confidential Information relates.
14.2 The provisions of Clause 14.1 shall not apply to Confidential Information:
14.2.1 which the receiving party is able to prove was already in its possession without obligation of confidence at the date it was received or obtained;
14.2.2 which the receiving party obtains from some other person with good legal title to the same;
14.2.3 which comes into the public domain otherwise than through the default or negligence of the receiving party;
14.2.4 which is independently developed by or for the receiving party; or
14.2.5 which the receiving party is required to disclose by law or by the rules of any recognised stock exchange, or judicial or government or other regulatory body provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
14.3 Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the Confidential Information are bound by an undertaking in substantially the same terms or to the same effect as this Clause.
15. FORCE MAJEURE
15.1 If a Party is partially or wholly unable to perform its obligations (except an obligation to pay) because of a Force Majeure Event then:
15.1.1 as soon as reasonably practicable after the Force Majeure Event arises, that Party must notify in writing the other Party of: (a) the matters constituting the Force Majeure Event, (b) the extent and duration to which the notifying Party is unable to perform its obligations; and
15.1.2 the notifying Party’s obligation to perform those obligations will be suspended for the duration of the delay arising directly out of the Force Majeure Event provided that: (a) such Party shall, throughout the duration of the Force Majeure Event, take all reasonable steps to mitigate the effects of the Force Majeure Event; and (b) upon cessation of the Force Majeure Event the Party affected shall promptly notify the other Party of such cessation.
15.2 If a delay affecting either Party’s ability to perform its obligations arising directly out of a Force Majeure Event continues for more than 90 days, Loopedin may terminate the affected Supply Agreement with immediate effect by giving written notice to Customer.
15.3 If Loopedin terminates the Supply Agreement under Clause 15.2:
15.3.1 due to a Force Majeure Event affecting Customer, Customer must pay Loopedin all costs incurred or damages suffered by Loopedin prior thereto in connection with the Supply Agreement (including without limitation any charges, duties, taxes, expenses, design costs, purchasing costs or other outgoings paid or incurred);
15.3.2 the rights and obligations of the parties under the Supply Agreement will cease; and
15.3.3 the accrued rights or remedies of the parties will not be affected.
15.4 If performance by any Party of its obligations under the Supply Agreement is only partially affected by a Force Majeure Event, such Party shall nevertheless remain liable for the performance of those obligations not affected by the Force Majeure Event.
16. TERMINATION
16.1 The Supply Agreement for Customer to use the Loopedin Products and/or Loopedin Services shall continue until terminated as provided in the Supply Agreement.
16.2 Either Party may only terminate the Supply Agreement without cause with the written agreement of the other Party.
16.3 Each Party may terminate the Supply Agreement forthwith by giving written notice to the other Party if:
16.3.1 the other Party is in breach of the Supply Agreement and, where the breach is curable, fails to cure the breach within fourteen (14) days of being notified in writing of the breach;
16.3.2 any proceedings are commenced for the liquidation, dissolution or bankruptcy of the other Party and are not discharged or discontinued within sixty (60) days of their commencement;
16.3.3 the other Party compounds with any of its creditors or has a receiver appointed in respect of the whole or any part of its assets; or
16.3.4 the other Party ceases or threatens to cease to carry on business.
16.4 Loopedin has the right to terminate the Supply Agreement forthwith by giving Customer written notice if (a) payment of the Charges or any part thereof is not received by Loopedin by the payment due date; or (b) in Loopedin’s opinion, there are security reasons for doing so.
16.5 Where any Loopedin Services is supplied by a Third Party Supplier (whether in whole or in part), Loopedin has the right to terminate such Loopedin Services forthwith by giving written notice to Customer if the relevant Third Party Supplier has terminated the Third Party Services required for such Loopedin Services or requested or directed Loopedin to terminate the same. Unless otherwise stated in Loopedin’s notice of termination, the termination of any Loopedin Services pursuant to this Clause shall not terminate the other Loopedin Services to Customer.
16.6 Upon termination of the Supply Agreement, Customer shall immediately:
16.6.1 cease using the Loopedin Products and Loopedin Services; and
16.6.2 return all Loopedin Products to Loopedin in a good, clean and undamaged condition (fair wear and tear excepted)
failing which, the Charges shall continue to be payable by Customer to Loopedin.
16.7 Customer acknowledges and agrees that Customer may not be entitled to a refund of any Charges upon the modification, termination or suspension of the whole or any part of the Loopedin Platform, Loopedin Products and/or Loopedin Services. All refunds (if any) shall be subject to Loopedin’s then current refund policies and procedures which may include procedures to establish the identity of Authorised Staff or Customer to whom such refund is to be made as required by any applicable regulations.
16.8 The termination or expiry of the Supply Agreement shall be without prejudice to any accrued rights of either Party and shall not affect obligations which are expressed not to be affected by termination or expiry.
16.9 Any of the Supply T&Cs which require performance or have application after the termination or expiration of the Supply Agreement shall survive such termination or expiration. Without prejudice to the generality of the foregoing, Clauses 8, 14, 17, 18, 19 and 28 shall survive the termination or expiry of the Supply Agreement.
17. APPLICABLE LAW AND JURISDICTION
All rights and obligations of Loopedin and Customer are governed by the laws applicable in Singapore and each of them submit to the jurisdiction of the Courts of Singapore.
18. RESOLUTION OF DISPUTES
18.1 Any dispute arising out of or in connection with the Supply Agreement, including any question regarding its existence, validity or termination (“Dispute”), shall be settled by mediation in Singapore by the Law Society of Singapore (“LawSoc”) in accordance with LawSoc’s Mediation Procedure in force for the time being. Unless otherwise agreed by the parties, the mediator(s) will be appointed by LawSoc. The mediation will take place in Singapore in the English language and the parties agree to be bound by any settlement agreement reached.
18.2 If the mediation does not result in a settlement agreement within four (4) weeks of the date of the first request for mediation made by either party, the Dispute shall be referred to and finally resolved by arbitration administered by LawSoc in accordance with its Arbitration Rules (“LawSoc Arbitration Rules”) for the time being in force, which rules are deemed to be incorporated by reference to this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of arbitration shall be English. The arbitration agreement contained in this clause shall be governed by the laws of Singapore.
18.3 For the avoidance of doubt, it is agreed that nothing in this Clause 18 shall prevent a party from seeking urgent injunctive or equitable relief before any appropriate court.
19. COMMUNICATIONS
19.1 All communications required to be given under the Supply Agreement must be sent to the address (including email addresses) of the recipient set out in the Supply Agreement (or other address notified in writing by the recipient in accordance with this Clause).
19.2 Any communication will be deemed to have been duly given: (a) if sent by mail, 2 business days after posting; (b) if delivered by hand, on the day of delivery; (c) if sent by facsimile transmission, on generation of an acknowledgment that the transmission has been successfully completed; and (d) if sent by email, at the time of transmission.
20. SEVERABILITY
The parties agree:
20.1 to apply a construction of each provision of the Supply Agreement that creates a legal and enforceable provision;
20.2 that any illegal or unenforceable provision will be severed from the Supply Agreement and will not affect the continued operation of the remaining provisions; and
20.3 to use their best endeavours to replace any severed provision with a provision having a commercial import as close as possible to the severed provision.
21. ENTIRE AGREEMENT
The Supply Agreement and the applicable Supply T&Cs constitute the entire agreement between the parties as to the supply and use of the Loopedin Platform, Loopedin Products and/or Loopedin Services that is the subject of the Supply Agreement and supersedes all prior representations and agreements in connection with that subject matter. Any term and condition that Customer attempts to impose in relation to the Supply Agreement that has not been accepted in writing by Loopedin shall have no effect.
22. AMENDMENTS TO THE SUPPLY T&CS
Loopedin reserves the right to amend, supplement and/or replace the Supply T&Cs from time to time upon written notice. Such notice shall be posted on the Website and the applicable amendments, supplements and replacements shall be effective after seven (7) days have passed from the date of being posted on the Website. BY ACCESSING THE WEBSITE OR USING THE LOOPEDIN PLATFORM, LOOPEDIN PRODUCTS AND/OR LOOPEDIN SERVICES OR CONTINUING TO ACCESS WEBSITE OR CONTINUING TO USE THE LOOPEDIN PLATFORM, LOOPEDIN PRODUCTS AND/OR LOOPEDIN SERVICES, CUSTOMER SHALL BE BOUND BY THE VERSION OF THE SUPPLY T&CS IN FORCE AT THE TIME.
23. THIRD PARTY RIGHTS
23.1 Except as specifically provided hereunder, a person who is not a party to the Supply Agreement shall have no right under the Contracts (Rights of Third Parties) Act.
23.2 In entering into the Supply Agreement, the Parties recognise that it is impracticable to make provision for every contingency that may arise in the course of the performance hereof. Accordingly, the Parties hereby agree that they shall co-operate, liaise and use their best endeavours to agree upon such action as may be necessary and expedient to provide for such contingencies.
23.3 Loopedin may assign, transfer, subcontract or otherwise arrange for a third party to perform or discharge any part or the whole of any obligation under the Supply Agreement. In the event that any part of the Supply Agreement is to be performed or discharged by a subcontractor, the other Party hereby consents to the disclosure of so much of its Confidential Information to such subcontractor as is necessary for the subcontractor to perform its obligations. Save as provided herein, no other Party may assign, transfer, subcontract or otherwise arrange for a third party to perform or discharge any part or the whole of any obligation under the Supply Agreement.
24. INDEPENDENT CONTRACTORS
The Supply Agreement shall not constitute any Party as the agent of the other Parties, or create a partnership, joint venture or similar relationship between the Parties, and no Party shall have the power to obligate or bind the other Parties in any manner whatsoever. In all respects, each Party shall act at all times as an independent contractor for all purposes of the Supply Agreement.
25. FURTHER ASSURANCE
25.1 Each Party at its own cost agrees to do and execute and perform such further deeds, documents, assurances, acts and things as may be required to give effect to the terms, intent and purposes of the Supply Agreement.
25.2 Each Party agrees to use all reasonable endeavours at its own cost to procure that any necessary third parties shall do and execute and perform all such further deeds, documents, assurances, acts and things as may be required to give effect to the terms, intent and purposes of the Supply Agreement.
26. COSTS
26.1 Each Party shall be responsible for its own legal costs and other expenses incurred in relation to the preparation and execution of the Supply Agreement.
26.2 Customer shall be liable to Loopedin for all costs and expenses incurred by Loopedin (including legal costs on an indemnity basis) for the purposes of enforcing any of its rights under the Supply Agreement.
27. WAIVER, DELAY OR ACQUIESCENCE
27.1 No failure or delay on the part of any Party in exercising any power or right under the Supply Agreement shall operate as a waiver of such power or right nor shall the knowledge or acquiescence by any Party hereto of or in a breach of any terms or conditions of the Supply Agreement constitute a waiver of such terms or conditions.
27.2 No waiver by any Party of a breach of any term or condition of the Supply Agreement shall constitute a waiver of any subsequent breach of the same or any other term or condition of the Supply Agreement.
27.3 No waiver of any of the terms of the Supply Agreement shall be valid unless in writing and signed by or on behalf of the Parties.
27.4 The rights and remedies under the Supply Agreement are cumulative and not exclusive of any other right or remedy provided by law or equity.
28. DEFINITIONS
28.1 In these Supply T&Cs (save where the context requires otherwise), the following terms and expressions shall have the following meanings:
“App” means the application software, being part of the Loopedin Platform, developed for Loopedin which can be downloaded and installed on such mobile devices as Loopedin may specify.
“App Agreement” means the agreement, by whatever name, (as amended, supplemented or replaced from time to time) for the use of the App, Loopedin Products and/or Loopedin Services and includes all schedules, annexures and appendices to the agreement.
“Authorised Staff” means a staff of Customer duly authorised to use the Loopedin Platform, relevant Loopedin Products and/or Loopedin Services. Where Customer is an individual, the term “Authorised Staff” shall also refer to “Customer” and vice versa.
“Authorised Staff ID” means a login identification code and password required for a Authorised Staff to access and use a Customer Subscription.
“Charges” means all fees, charges, top-ups, pre-payments, deposits and other payments to be made by Customer to Loopedin.
“Commencement Date” means the date notified by Loopedin to Customer when the supply of the relevant Loopedin Products and/or Loopedin Services will commence.
“Customer” refers to a party to the Supply Agreement who has agreed to take the supply of the relevant Loopedin Products and/or Loopedin Services.
“Customer Subscription” means the grant by Loopedin of access to and use of the Loopedin Platform for the Loopedin Products and/or Loopedin Services, and includes any hardware and software that is associated with the Customer Subscription.
“Confidential Information” means the terms of the Supply Agreement, all matters relating to or connected with the operation of the Supply Agreement and all and any information or data belonging to or relating to one Party that is of a confidential nature that comes into the possession of the other Party as a consequence of the Supply Agreement and includes the following types of information, whether in writing, oral, graphical, machine-readable or any other tangible or intangible medium (and includes copies of such information):
(a) Technology related information: discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source codes, object codes, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, “know how”, trade secrets, technology, intellectual property, including but not limited to any patents, copyrights, trademarks existing now, for which applications may be pending or hereafter made, acquired and/or granted to the disclosing party and any improvements, enhancements or modifications thereto, discoveries, concepts, ideas, methods, algorithms, consulting methods & techniques, research, development, processes, procedures, methods of production, use, operation and application, invented, owned or developed by the disclosing party;
(b) Business related information: marketing and development plans, marketing techniques and materials, market analysis, customer names and other information related to customers, price lists, pricing policies and financial information, information relating to business practices, product philosophy, position relative to competitors and review of actual deliverables of consulting projects, cost structures, strategic and management plans, accounting, legal and verification methodologies; the fact that discussions are taking place between the Parties, and any business relationship entered into between the Parties that resulted from discussions between the Parties; and/or
(c) Other information: information described as proprietary or designated as confidential information, whether or not owned or developed by the disclosing party, and whether or not copyrighted or information disclosed to the receiving party by any third party which information the receiving party is obliged to treat as confidential or proprietary information.
“Deposit” means such sum as may be agreed to between Loopedin and Customer as security for the due performance by Customer of its obligations herein and if no sum is agreed, a sum equivalent to 6 months of Charges.
“Designated Account” refers to the term described in Clause 2.3.
“Electronic Payment Method” refers to the method of payment through an electronic medium and includes (a) online payment using debit cards (for example, NETS); (b) online payment using credit cards; (c) e-wallets (for example, Apple Pay, Android Pay, Samsung Pay, Google Pay, PayPal, DBS PayLah! and Dash); (d) mobile payment (for example, PayNow, OCBC Pay Anyone and UOB Mighty); (e) non-instant funds transfer (for example, GIRO Payment, Telegraphic Transfer); (g) FAST payment; and (h) any other payment method provided by a Payment Service Provider.
“End-of-life” means, concerning a Loopedin Product, when that product is determined by Loopedin to have reached the end of its useful life because of wear and tear, damage or otherwise.
“Equipment” means any equipment, such as dispensing machines and return stations, provided by Loopedin to Customer (together with applicable peripherals like scanners and the applicable software), to enable Loopedin to provide the Loopedin Products and/or Loopedin Services to Customer.
“Force Majeure Event” means any event affecting performance of the Supply Agreement arising from or attributable to acts, events, omission or accidents which are not reasonably foreseeable by, and which are beyond the reasonable control of, a party including without limitation any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, failure of infrastructure, systems or servers, severing of underground or undersea internet data cables, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action (other than strikes, lock outs or other industrial actions involving only the employees of the affected Party), terrorist action, civil commotion and any legislation, regulation, ruling or omissions of any relevant government, court or any competent national or international authority.
“GST” means the tax appliable for the supply of any goods and services by Loopedin to Customer, including the taxes payable under the Singapore Goods and Services Tax Act.
“Inventory Management Software” means the application software and system to manage the supply, maintenance and use of the Loopedin Products.
“IP Rights” means any and all rights to any ideas, data, inventions, discoveries, developments, enhancements, works of authorship, computer programs, databases. know-how, and technical, business and other information, and any property rights protected under the patent, copyright, mask work rights, trade secret, trademark or other intellectual property or moral rights laws of any state or national government, including all rights under any registrations issued now or in the future by any governmental authority with respect to the same, and all rights under any pending applications for registration filed now or in the future, in any part of the world.
“Loopedin” refers Loopedin Pte Ltd.
“Loopedin Products” means durable and reusable products (such as reusable cups, soup bowls and food boxes), including such other items and utensils that may be added by Loopedin from time to time, as may be supplied by Loopedin to Customer that the Customer has agreed to and includes any software that is associated with the supply, management and use of the said products.
“Loopedin Product Loss” means (a) if a Loopedin Product is lost, damaged beyond repair, or the cost of repair is above its replacement cost, the cost of purchasing an equivalent product; or (b) if a Loopedin Product (or a component thereof including the RFID tags) is otherwise damaged, the cost to repair that Loopedin Product or that component. The Loopedin Product Loss for the relevant Loopedin Product will be (i) as stated in a notification sent using the App and/or in an email sent to the User; or (ii) in the absence of such statement in the notification or email, will be S$15 per piece.
“Loopedin Platform” means any and all of the systems, processes, content, materials and/or services offered by Loopedin through which the Loopedin Services are provided. The Inventory Management Software and the App being part of the Loopedin Platform. The term “Loopedin Platform”, as the context so requires, may refer to either the App or the Inventory Management Software or to both of them.
“Loopedin Services” means the services as may be supplied by Loopedin to Customer that the Customer has agreed to, and includes any hardware and software that is associated with the use of the said services.
“Maintenance Services” means the services by Loopedin to maintain the Loopedin Products supplied by Loopedin to Customer, and includes any hardware and software that is associated with the use of the said services. The Maintenance Services is one of the Loopedin Services.
“NDA” refer to any non-disclosure agreement (by whatever name) entered into by the Parties separately from the Supply Agreement.
“Payment Service Provider” means the provider of services relating to the processing, reconciling and reporting of payment transactions, and related operations for the purposes of allowing Loopedin to take in and process payment transactions.
“Parties” refers to Loopedin and Customer and “Party” refers to each of them.
“Quotation” means an offer, by whatever name, by Loopedin to supply Loopedin Products and/or Loopedin Services to Customer.
“Supply Agreement” means the agreement, by whatever name, for the supply and use of the relevant Loopedin Products and/or Loopedin Services by Loopedin to Customer and includes the Supply T&Cs, all schedules, annexures and appendices to the agreement. The term “Supply Agreement” includes an accepted Quotation.
“Supply Model” means the plan as set out by Loopedin in its Website, from time to time, to enable Customer to be supplied with (whether by sale, rental or otherwise) and use the relevant Loopedin Products.
“Supply T&Cs” means the terms and conditions appliable for the supply and use of the Loopedin Products and/or Loopedin Services by Customer, as amended, supplemented or replaced from time to time. The Supply T&Cs is located at the Website or such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
“Request For Quotation” means a request by Customer to Loopedin for a quotation for Loopedin to supply Loopedin Products and/or Loopedin Services.
“Third Party Services” means goods, content, materials, services and/or features provided by Third Party Suppliers, such as the provision of (a) food, drinks, products, content, materials & other goods; and/or (b) cleaning, payment processing & other services.
“Third Party Supplier” means a provider (other than Loopedin) of any Third Party Services.
“Third Party T&Cs” means the terms and conditions imposed by Third Party Suppliers for the use of Third Party Services.
“User” means an end-user, being a party to the App Agreement who has agreed to use the App, relevant Loopedin Products and/or Loopedin Services.
“Staff Content Rights” means data, information, content or other matter created or uploaded by a Authorised Staff.
“Website” means the web site or sites designated by Loopedin from time to time at its discretion, including without limitation at such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
“Website Conditions” means the terms & conditions and privacy policies applicable to anyone who visits or uses the Website, as amended, supplemented or replaced from time to time. The Website Conditions are located at the Website or such other uniform resource locators as may be provided or substituted by Loopedin from time to time.
28.2 In the Supply T&Cs (save where the context requires otherwise):
28.2.1 Except as modified herein, the definitions and the terms & conditions in the Website Conditions are incorporated herein by reference and shall have the same force and effect as though fully set forth herein. Where there is any contradiction between the Supply T&Cs and the Website Conditions, the Supply T&Cs shall prevail.
28.2.2 In relations to the Loopedin Product, the term “supply” shall refer to the (a) sale, (b) rental or (c) both the sale and rental, of the Loopedin Products by Loopedin to Customer.
28.2.3 The masculine gender shall include the feminine and neuter and the singular number shall include the plural and vice versa.
28.2.4 References to persons shall include bodies corporate, unincorporated associations, partnerships and individuals.
28.2.5 Any reference to a Recital, Clause, paragraph or Schedule is to a Recital, Clause, paragraph or Schedule (as the case may be) of or to the Supply Agreement.
28.2.6 The headings contained in the Supply Agreement are for the purposes of convenience only and do not form part of and shall not affect the construction of the Supply Agreement.
28.2.7 References to any statutory provisions shall be deemed to include any amendment, replacement or re-enactment for the time being in force.
28.2.8 All consents, approvals, notices, directions and/or instructions which are required to be given or obtained pursuant to the Supply Agreement shall be given in writing.
28.2.9 Where two or more persons or parties are included or comprised in any expression, agreements, covenants, terms, stipulations and undertakings expressed to be made by or on the part of such persons or parties shall, unless otherwise provided herein, be deemed to be made by and be binding upon such persons or parties jointly and severally.
28.2.10 All references to a natural person shall include such person’s heirs, personal representatives, successors-in-title and permitted assigns. All references to a company shall include such company’s successors-in-title and permitted assigns.
28.2.11 A reference to “in writing” or any other similar phrase shall include a reference to information, communication, records or documents in electronic form as provided for under the Singapore Electronic Transactions Act.
28.2.12 A reference to “dollar”, or “$” is a reference to the lawful currency of the Republic of Singapore.
28.2.13 If any time limit specified in the Supply Agreement expires on a day which is not a business day in Singapore, that time limit is deemed to expire on the next business day in Singapore.
28.2.14 Unless otherwise provided time, wherever mentioned in the Supply Agreement, is of the essence of the Supply Agreement.
29. COUNTERPARTS AND ELECTRONIC SIGNING
29.1 The Supply Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one (1) and the same document. Any Party may enter into the Supply Agreement by executing any such counterpart.
29.2 Where the signing of the document is in the Portable Document Format (PDF), the delivery of an executed signature page of a counterpart in PDF sent by electronic mail shall take effect as delivery of an executed counterpart of the document, and if such method is adopted, without prejudice to the validity of the document, each Party shall provide the other Party with the original of such page as soon as reasonably practicable thereafter.
29.3 The Supply Agreement may be entered into by the Parties using electronic means. The relevant provisions of the Singapore Electronic Transactions Act shall apply to such agreements.
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