These Terms of Purchase apply to all persons and/or entities who purchase products and/or services from PropSage Pte. Ltd. and its associated entities (the “Company”).
SECTION A: GENERAL TERMS
1.INTRODUCTION
1.1.
By purchasing, accessing or using the Product/Service (defined below) from the Company (defined below), you conclude a legally binding agreement with us, which consists of all other terms and conditions that the Company may publish, or specify in writing as applicable to the Products, including, without limitation, this Terms of Purchase and any other terms and conditions communicated and/or published via its Product/Service (the “Terms”) (the “Agreement”). For the purpose of this Agreement, “Product/Service” shall be defined as the website (desktop and mobile), applications and any of the following products or services of the Company or a combination thereof which is purchased, subscribed or ordered by you from us.
1.2.
We reserve the right to amend the Terms at any time without notice to you, by communicating and/or publishing the amended Terms via our Product/Service.
1.3.
Your continued use of any Product/Service following the publication of any amendments of the Terms constitutes your acceptance of those amended Terms.
1.4.
In the event you object to any amended Terms or other notices, your sole option is to terminate this Agreement by giving us thirty (30) days’ written notice.
2.VALIDITY PERIOD
2.1.
This Agreement takes effect on the date you enter into any contractual arrangement with us and/or commence using any Product/Service, whichever is earlier.
2.2.
A Product/Service shall be valid for such period specified by the Company (the “Validity Period”) in the relevant agreement and/or document that specifies the terms upon which the Company shall provide a Product/Service and the rights and obligations of the parties for such arrangement (“Sales Order”).
2.3.
Upon expiry or termination of the Validity Period or any renewals thereof, this Agreement shall automatically terminate, unless you renew the Product/Service. If any Product/Service has not been fully utilized by the end of the Validity Period, the unutilised portion of such Product/Service shall be automatically forfeited without notice to you. Notwithstanding any such forfeiture, you shall remain liable for all fees that apply to such Product/Service and you shall not be entitled to any refund or compensation for any unutilised Product/Service from us.
2.4.
No cancellations of the Sales Order nor refunds will be entertained.
3.PRICE AND PRODUCT REVISIONS
3.1.
Price. We reserve the right to revise the price of any Product/Service at any time and without prior notice to you. The revised pricing shall apply when you subscribe for or purchase a new Product/Service, or when you renew an existing Product/Service after its Validity Period. You shall not be subject to the revised price in the event that the revision occurs during the Validity Period of your existing Product/Service.
3.2.
Product. We reserve the right to:
(a) vary the types and quantities of any add-ons, features and/or other Product/Service that may be offered to you in addition and/or ancillary to your purchase of a particular Product/Service at any time; and
(b) vary or discontinue any Product/Service at any time without notice to you.
Your use of the Product/Service constitutes your acceptance of such variation and/or discontinuation.
4.PAYMENT
4.1.
The fees and payment dates for your Product/Service will be specified in your Sales Order and you shall make full payment for the Product/Service in the amount and manner stated in the Sales Order.
4.2.
We shall only be obliged to activate or allow you to use Product/Service upon receipt of your full payment of all fees and charges for the Product/Service under the applicable Sales Order, unless otherwise agreed in writing by the Company.
4.3.
At our discretion, we may send invoices to you by email or such other electronic method as we notify to you. Upon our request you will advise us of an email address to which we may send your invoices. It is your responsibility to ensure that email address is accurate, is up to date, is functioning properly and is regularly monitored by an authorised person on your behalf. It is also your responsibility to advise us of any changes to the email address to which invoices should be sent. If an email address notified by you ceases to function properly or otherwise should be amended, you will promptly provide an alternate email address for the purpose of receiving invoices. Invoices are deemed to be received by you on the day immediately following the date shown by our email system as the sent date. Any failure to receive an invoice does not relieve you of liability for payment of fees by the due date shown on the invoice.
4.4.
All prices exclude any taxes that may apply to us and you under the relevant jurisdiction (“Taxes”). If any consideration paid to us under or in connection with this Agreement is paid free of Tax, and at any time after such payment we become aware (either by notification from a regulatory authority or otherwise), that an amount of Tax or an additional amount of Tax should have been charged or is applicable to such payment, we will be entitled to recover from you that amount of Tax and any subsequent amount required to be paid to a regulatory authority (including any amounts required to be withheld from payments made to us and remitted to any regulatory authorities). Such payments must be paid to us within thirty (30) days of receipt of a notice by you from us.
4.5.
In the event that any payment due to us, is received subsequent to its due date, late payment interest shall accrue and be payable thereon before as well as after judgment at such interest rate as communicated with you or as we determine in our sole discretion, calculated on a daily basis from the date that payment is due until the date of actual receipt of such payment, including the interest thereto.
4.6.
In the event that you fail to make payment of any fees due under these Terms, you acknowledge and agree that we shall be entitled to take such steps against you to recover any fees owed to us including commencing legal proceedings against you for the recovery of the same. You agree to indemnify and hold us harmless against all costs and expenses, including legal fees, which we may reasonably incur in the taking of such step.
5.DATA PRIVACY AND CONFIDENTIALITY
5.1.
Data Privacy
(a) You agree to our collection, use, disclosure, processing, storage, and handling of any personally identifiable information, including name, address, telephone number, email address etc. (“Personal Information”) provided by you (or on behalf of your employees, officers, agents or representatives), in accordance with our Terms.
(b) Following completion of any transaction with you, we may use your Personal Information for the purposes of publicising or sharing our products and services to you or contacting you to obtain feedback unless you expressly notify us in writing via email to dpo@rea-global.com that you no longer wish to receive such information on our Product/Service or be contacted by us.
(c) You (or your employees, officers, agents or representatives) may unsubscribe from any direct marketing communications according to the unsubscribe facility within the communications. Alternatively, you (or your employees, officers, agents or representatives) may withdraw consent from the use of the Personal Information in accordance with the Terms.
(d) If you are providing Personal Information to us on behalf of any of your employees, officers, agents or representatives, then you warrant that you have obtained prior consent from such employee, officer, agent or representative for us to use and to provide for use by our group of companies and partners, his/her Personal Information in the manner set out here.
(e) You shall ensure that your account (if applicable), Personal Information and contact details that you provide to us are true, accurate, current and complete at all times and that the email address and mobile number you provide to us are functioning and regularly monitored. You shall promptly advise us of any changes to your Personal Information or contact details. We shall not be responsible for your failure to receive invoices, Product/Service or other information from us if such failure is due to an error in the Personal Information or contact details that you have provided. We are not obliged to reissue, amend or cancel any Sales Order, invoices, agreements or any other notices to correct errors or omissions in your personal or billing information.
(f) If you provide us any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to believe that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account and/or refuse any and all current or future use of the Product/Service (or any part thereof).
(g) For the avoidance of doubt, save for where such disclosure is required as part of our obligations to you in relation to the Offerings we shall not display any Personal Information (name, identification number, financial account details or credit card number) in a public domain or via our Offerings or to directly monetise such information.
5.2.
Confidentiality
(a) You undertake to treat as confidential and keep secret all Confidential Information, provided that this clause shall not extend to information which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this clause). For purpose of this Agreement, “Confidential Information” shall be defined as all information which is expressly marked as confidential or which is manifestly of a confidential nature or which is confirmed in writing to be confidential within seven (7) days of its disclosure, including without limitation confidential information contained or embodied in the Product/Service, all confidential information conveyed to you by training, the business structure, financial model, pricing policy, marketing strategies, customer and employee details.
(b) You shall not without the prior written consent of us, divulge any part of the Confidential Information to any person except to any regulatory authorities to the extent as may be required under any applicable laws or regulations.
(c) You shall indemnify us against any loss or damage which we may sustain or incur as a result of your failure to comply with such undertaking in this section.
(d) You shall promptly notify us if you become aware of any breach of confidence by any person to whom you divulge any of the Confidential Information and shall give us, all reasonable assistance in connection with any proceedings which we may institute against such person for breach of confidence.
(e) The foregoing obligations as to confidentiality shall remain in full force and effect notwithstanding any expiry of the Validity Period or termination of this Agreement.
You represent and warrant to us that at all times during this Agreement:
(a) you have read and agree to be bound by this Agreement;
(b) you are at least 18 years old or have the necessary legal capacity, right, power and authority to form a binding contractor agree to this Agreement in order to use and access the Product/Service;
(c) the material supplied by you to be utilised and/or displayed as part of the Product/Service, does not infringe any proprietary rights and intellectual property rights of any third party; and
(d) if you are signing the Sales Order on behalf of an entity, that you are authorised to bind that entity to this Agreement.
6.2.
You acknowledge and agree that at all times during this Agreement:
(a) we will use reasonable endeavours to provide you with continuous operation of the Product/Service we provide, however we cannot guarantee this and technological failures or delays may prevent us from doing so;
where you have provided us with your contact details or your employees have provided us with their contact details (verbally or in writing, including by the provision of a business card to our employees), we may contact you and your employees from time to time in relation to products and services offered by us or our business partners and you authorise us:
(i) to contact you or your employees via phone, email, text message, push notifications and other electronic media, unless you explicitly request us not to contact you via these methods; and
(ii) to contact you or your employees via any of these methods without including an unsubscribe facility, to the extent permitted by law.
7.YOUR OBLIGATIONS
7.1.
Your obligations to us are as follows:
(a) you will comply with all applicable Terms (as varied from time to time);
(b) you will comply with all applicable laws, including without limitation, laws relating to consumer protection, competition, local fair-trading legislation, data privacy, and any other applicable standards and regulations;
(c) you will comply with any guidelines and codes issued by your local and national body for your type of organisation;
(d) you will ensure that you and all employees of your company will treat our employees with courtesy at all times and not threaten, harass, abuse, assault, use offensive language towards, defame or repeatedly and unnecessarily contact our employees, contractors or agents or otherwise cause them distress or discomfort;
(e) you will ensure that you do not use our registered or unregistered trademarks for any purpose that we have not previously approved in writing or in a manner that is likely to mislead individuals into believing there is an association between your brand and our brand, other than that of customer and service provider, without our prior written consent.
(f) You shall not use any third-party software, hacks, mods or any method whatsoever to access, crawl or collect any information or data from the Product/Service. Neither shall you use any software that intercepts, “mines” or otherwise collect information from or through the Product/Service.
7.2.
In relation to use of any account to access the Product/Service:
(a) In the case where you are an individual, only you may access the Product/Service using your username and password. In the case where you are a legal entity, only your authorised representative may access the Product/Service using your username and password. You shall not share your account with a third party or transfer your account to a third party.
(b) We reserve the right to require you to reset your user password from time to time. We further reserve the right to audit and electronically monitor the number of accesses and the frequency and duration of your activity with the Product/Service and/or request information for you to submit to us.
(c) You acknowledge that the transmission of information over the Internet and other network services is inherently insecure, and we cannot guarantee the privacy or security of any information transmitted over the Internet and other network services. You should take the necessary security measures (such as changing Your password regularly) to protect such information and you shall use your best efforts to prevent unauthorised access to your account. You shall immediately notify us if you discover any unauthorised use of your account, user ID and/or password or any other breach of security.
8.TERMINATION OR SUSPENSION BY US
8.1.
Without limiting our other rights, we may immediately terminate this Agreement and/or the Sales Order or suspend your use and access to the Product/Service if:
(a) you fail to pay any fees or charges within the stipulated the due date;
(b) any of your warranties or representations committed in relation to this Agreement and the use of the Product/Service are incorrect;
(c) you are in breach of this Agreement (whether or not the breach is material) and fail to rectify the breach within seven (7) days of us giving you notice of the breach and requiring that it be remedied;
(d) if required by any law or regulation, or by any enforcement or other government agencies or regulatory authorities;
(e) if you have engaged in any fraudulent, unlawful or illegal activities;
(f) if (i) you are declared insolvent or bankrupt, (ii) you enter into or become the subject of any resolution, order or proceeding related to your liquidation, insolvency or receivership, (iii) an administrator, receiver or administrative receiver is or is likely to be appointed in relation to you or any of your assets, or (iv) you enter into any arrangement or composition with or for the benefit of your creditors;
(g) you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed;
(h) you acquire, are acquired by or merge with another entity which, in our reasonable opinion, are entities planning to, in the process of, or currently undertaking business that are related or similar in nature to that of the Company’s;
(i) in the event of discontinuance or material modification to our Product/Service or part thereof; or
(j) in the event of any unexpected technical or security issues.
8.2.
Notwithstanding exercise of the Company’s right to suspend your use and access to the Product/Service pursuant to the above, you shall still remain bound to the terms of this Agreement. We will not refund and/or compensate you, in the event that your use and access to the Product/Service is suspended or terminated in accordance with the above.
8.3.
We reserve our rights and remedies.
9.TERMINATION BY YOU
9.1.
In addition to any rights of termination you may have under another this Agreement, you may immediately terminate this Agreement and/or the Sales Order if:
(a) we are in breach of any of our obligations under this Agreement (whether or not the breach is material) and fail to rectify the breach within thirty (30) days of you giving us notice of the breach and requiring that it be remedied;
(b) we enter into bankruptcy, liquidation, provisional liquidation, administration, receivership, receivership and management, a composition of arrangement with our creditors, or appoint a receiver, manager or controller over all or any part of your assets, or are protected from creditors under any statute, or become or are deemed to become insolvent; or
(c) we are wound up or an application for winding up is filed.
10.EFFECT OF TERMINATION OR SUSPENSION
10.1.
Suspension of your use and access to the Product/Service shall not:
(a) relieve you of your liability to pay fees up to the effective time of termination and, for the avoidance of doubt, invoices will still be issued and payable for periods of suspension and during notice periods leading to termination;
(b) relieve either party of its accrued obligations and liabilities pursuant to this Agreement which may be enforced before or after termination; or
(c) waive any accrued rights in respect of any breach of this Agreement by either party.
10.2.
We may at our sole discretion, decide not to enter into a new agreement with you if you have previously terminated an Agreement or contract of any type with us.
10.3.
The sums payable by you on termination shall be a debt due to us payable within thirty (30) days of notice of termination.
10.4.
As a consequence to termination of the Sales Order or this Agreement:
(a) your access to the Product/Service shall cease and be terminated;
(b) you shall forfeit all unutilised portions of the Product/Service under the relevant Sales Order or Agreement;
(c) we shall be entitled in our sole discretion to delete your account and all related information, passwords, files, and content associated with or inside such account; and
(d) we shall be under no obligation to refund the whole or any part of any fees paid by you as a result of such termination, suspension or removal.
11.EXCLUSIONS AND LIMITATION OF LIABILITY
11.1.
You expressly understand and agree that:
(a) your use of any Product/Service is at your own risk. We provide the Product/Service on an “as is” basis. We expressly disclaim, to the extent permitted by law, all warranties and conditions, whether express or implied by statute, common law or otherwise, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement;
(b) we make no warranty that:
i. our Product/Service will meet your requirements;
ii. our services will be uninterrupted, timely, secure and error-free;
iii. our Product/Service will be accessible at any time or at all times via the channel selected or used by you;
iv. the quality of any Product/Service, information or other material purchased or obtained by you will meet your expectations;
v. any errors in the Product/Service will be corrected; and
vi. the information and content provided via our Product/Service is complete, accurate or current
11.2.
Each party must take all reasonable steps to minimise any loss it suffers or is likely to suffer and that is the subject of a claim under this Agreement. If a party does not take reasonable steps to minimise that loss, then the other party’s liability for the relevant claim will be reduced accordingly.
11.3.
We shall not be liable to you for any damages, losses or liabilities arising under this Agreement to the extent that liability is caused by any delay in performance or breach of this Agreement resulting from any matter beyond our reasonable control (including blackouts, viruses, other defects, delays or failure of the internet service provider or the medium via which the Product/Service is delivered).
11.4.
We limit our liability for breach of any condition, warranty or guarantee pursuant to this Agreement that cannot be excluded to (at our option) resupplying the relevant Product/Service or paying the cost of having the Product/Service resupplied. In no event shall our aggregate liability for any claims under or pursuant to this Agreement exceed the aggregate fees actually paid by you to us for the 12-month period, immediately preceding the event that gave rise to your claim against us.
11.5.
Notwithstanding any other provision in this Agreement to the contrary and to the extent permitted by applicable law, under no circumstances shall we be liable for any direct, indirect, consequential, exemplary or special damages, nor for damages for loss of profit, goodwill, use, data, other tangible losses or any loss or damage relating to:
(a) errors, delays or technological failures that may prevent us from providing the Product/Service;
(b) loss of your data or Personal Information; and
(c) any delay or failure in performance due to or caused by events beyond our reasonable control, even if we were advised of the possibility of such damages or if such possibility was reasonably foreseeable.
11.6.
You acknowledge and agree that the disclaimers and exclusions of liability set out in this Agreement represent a fair and reasonable allocation of the risks and benefits of the contract between you and us, taking into account all relevant factors including without limitation the value of the fees and payments provided by you. You further agree that these disclaimers and limitations shall be enforceable to the fullest extent permitted by applicable law in all jurisdictions worldwide.
12.INDEMNITY
12.1.
You agree to indemnify us and our subsidiaries, officers, employees, agents and/or other parties (“Indemnified Party”) against any and all liabilities, actions, proceedings, claims, demands, direct, indirect or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and client basis) incurred or suffered by any Indemnified Party arising out of or in connection with:
(a) use, act or omission in relation to any Product/Service by you or your representative;
(b) content or material submitted by you in connection with this Agreement, which may or may not be published via the Product/Service;
(c) any content, material, product or service provided by you to us to which members of the public can access (including without limitation, any intellectual property rights or industrial property rights, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices);
(d) your violation of the terms and conditions under this Agreement;
(e) claims from third parties arising out of your cancellation and/or termination of this Agreement;
(f) any negligent act, omission or willful conduct, misconduct or fraud by you, your officers, employees, agents, servants or independent contractors; and
(g) any claim of ownership of the Product/Service, or rights in respect of same which is adverse to our rights and claims hereunder.
12.2.
For the avoidance of doubt, you shall also indemnify us against any and all liability, loss, damage, costs and expenses which we or a third party may incur or suffer whether direct or consequential (including any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against us by a third party by reason of your use or exploitation of the Product/Service.
12.3.
Each indemnity in this Agreement is a continuing obligation, separate and independent from the other obligations of the parties and survives termination of this Agreement for whatever reason.
13.INTELLECTUAL PROPERTY RIGHTS
13.1.
You expressly agree that this Agreement shall not be deemed an agreement of sale. All materials published or available via the Product/Service including by not limited to, text, graphics, photographs, designs, code, data, compilations and/or software (collectively, “Company’s Content”) are our property or the property of our content suppliers. We (and our content suppliers, as applicable) retain all right, title and interest in the Company’s Content, including all Intellectual Property Rights therein. No Company’s Content may be reproduced, modified, adapted, distributed, published, displayed, updated, posted, transmitted or hyperlinked in any manner and in any form without our express, prior written approval, and the approval of the respective copyright and trademark holders.
13.2.
You hereby grant us a non-exclusive and royalty-free license to use and adopt your logo, trade name, brand name and trademarks for marketing, distribution and publicity purposes and this licence survives the termination of this Agreement.
13.3.
In consideration of us providing any Product/Service to you, you grant us an irrevocable, perpetual, transferable, world-wide, royalty free licence to use, copy, commercialise, license to third parties and adapt for any purpose related to our business any content or material you provide to us and/or that we develop for you as part of the Product/Service, and this licence survives termination of this Agreement.
13.4.
For the avoidance of doubt, save for where such disclosure is required as part of our obligations to you in relation to the Offerings we shall not display any Personal Information (name, identification number, financial account details or credit card number) in a public domain or via our Offerings or to directly monetise such information.
14.ASSIGNMENT
14.1.
You must not assign this Agreement without our prior written consent.
14.2.
We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
15.NOTICES
15.1.
We will send all notices and other communications to you at the email address you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address. Communications delivered by email shall be effective upon date of receipt.
16.GENERAL PROVISIONS RELATING TO RIGHTS AND REMEDIES
16.1.
No delay or failure by either party to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice its rights. No waiver by either party will be effective unless it is in writing and signed.
16.2.
If any term of this Agreement is void, unenforceable or illegal, that term is severed. The remainder of this Agreement has full force and effect.
16.3.
Each party’s rights and remedies provided in this Agreement are in addition to other rights and remedies given by law and equity independently of this Agreement.
17.GOVERNING LAW AND JURISDICTION
17.1.
The laws of the Republic of Singapore shall govern this Agreement and each party submits to the exclusive jurisdiction of the Singapore Courts except in situations where some countries require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.
18.FORCE MAJEURE
18.1.
Neither party shall be in breach of this Agreement in the event such party is unable to perform its obligations under this Agreement as a result of a force majeure event, which includes acts of God, new statutory enactments or modifications, war or warlike hostilities, pandemics, epidemics, acts of terrorism, civil commotion, riots, blockades, embargoes, sabotage, strikes, lockouts, shortage of material or labour, delay in deliveries from sub-contractors, machine failure caused by force majeure, or any other event that is unforeseeable and outside the reasonable control of such party. Except for your payment obligations, upon the occurrence of any force majeure event such party shall be relieved of any obligation under this Agreement as is affected by the force majeure event(s), save that the provisions of this Agreement which are unaffected by the force majeure event(s) shall remain in force.
19.RIGHTS OF THIRD PARTIES
19.1.
A party who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 2001 (as amended or revised from time to time) to enforce any of its terms.