ONE SENTRY LITE TERMS OF USE


Please read these One SentryLite Terms of Use (the "Terms of Use") carefully before using the Services, so that you are aware of your legal rights and obligations with respect to your use of the Services of Jewel Paymentech Pte Ltd (“Jewel”) in relation to One Sentry Lite.

By accepting electronically (for example, clicking “Confirm & Pay”), accessing orusing One Sentry Lite, you agree to be bound by these Terms of Use. If you do not agree to be bound by all of these Terms of Use,you may not access or use One Sentry Lite.

1

AGREEMENT

1.1

You hereby represent and warrant that you have read this Agreement.

1.2

You have the necessary legal capacity, right, power and authority to agree to this Agreement. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company

1.3

The Agreement shall apply to the Customer’s and/or any User’s access and/or use of the Services.

1.4

Jewel may from time to time vary or amend these Terms of Use by posting the amended Terms of Use at the Website.Any use of the Services after the amendment of these Terms of Use will be deemed to be acceptance of the amended Terms of Use by you. If you do not agree to the amended Terms of Use, you have the right to terminate your Subscription and/or cease using the Services.

2

DEFINITIONS AND INTERPRETATION.

2.1

These Terms of Use shall be effective and enforce able from the Effective Date.

2.2

In this Agreement, unless the contrary intention appears, the following words and expressions shall have the following meanings:

"Access Credentials" means any username and password or other security credentials that Customer or User must provide when accessing Services."

"Agreement" means the agreement between the Customer and Jewel or the User and Jewel,comprising the Formand these Terms of Use with respect to the Customer, and these Terms of Use with respect to the User.

"Business Days" means Monday to Friday of each week, excluding Singaporean public holidays.

"Confidential Information" means any information in any form whatsoever (including oral, written, and electronic information) of a personal, technical, business, corporate or financial nature of a Party that has either been marked as confidential or due to its character or nature, or manner of its disclosure, a reasonable person would consider to be confidential. Without limitation, confidential information of Customer includes details of the Customer’s business,technical processes, technologies and the business of Customer's customers and confidential information of Jewel includes the technologies and processing techniques of Jewel and the terms of this Agreement.

Customer” or “you” means the customer named in the Form.

"Customer Material" means any material that Customer supplies to Jewel in order for Jewel to properly supply the Services, in which Customer owns or is licensed to use Intellectual Property Rights.

"Effective Date" means the Date as set out in the applicable Form.

"Emergency Interruption" means a disruption or suspension of any Services immediately necessary to maintain the integrity, security, safety or quality of any part of the Services for Customer or any other customer(s)of Jewel.

"Force Majeure" means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances will include but will not be limited to natural disasters, acts of war, terrorism, civil commotion, industrial action, malicious software or hardware attack or failure of third party network facilities or infrastructure.

Initial Form” means the relevant One Sentry Lite Order Confirmation and/or Invoice issued by Jewel to the Customerupon Customer’s initial subscription.

Renewal Form” means the relevant One Sentry Lite Order Confirmation and/or Invoice issued by Jewel to the Customer upon Customer’s subscription renewal.

Form” means the Initial Form or Renewal Form, as the case may be.

"Intellectual Property Rights" means all intellectual property rights, whether registered or unregistered anywhere in the world, including patents, copyright, rights in circuit layouts, registered designs, trademarks and the right to have confidential information kept confidential,and any application or right to apply for registration of any of those rights.

"Jewel Material" means any material, in which Intellectual Property Rights exist,that was or is created, written or otherwise brought into existence by or on behalf of Jewel in the course of, or in connection with, the supply of Services, or material used by Jewelin the course of supplying Services in which Jewel owns or is licensed to use Intellectual Property Rights, or material developed by or on behalf of Jewel independently of this Agreement.

"Non-excludable Condition" means an implied condition or warranty the exclusion of which from a contract would contravene any statute of any relevant jurisdiction or cause any part of this Agreement to be void.

"One Sentry Lite" means Jewel’s One Sentry Lite Merchant Risk Monitor product.

"One Sentry Lite Services Term" is the subscription term specified in the applicable Form.

"Party" means either Jewel, Customer or User as the context requires, and "Parties" means both of Jewel and Customer and/or User.

"Personal Data" means data, whether true or not, about an individual who can be identified –(a) from that data; or (b) from that data and other information to which Jewel or the Customer (as the case may be) has or is likely to have access.

"Scheduled Interruption" means a disruption or suspension of any Services in respect of which Jewel has given notice to Customer, including for maintenance or improvement to any Services.

"Service(s)" means the One Sentry Lite service(s), as set out in the applicable Form.

"Services Fees" means the fees payable by Customer for the supply of the Services under the Agreement, as provided in the applicable Form.

"Subscription" means the package of Service(s) made available to the Customer and the Users according to the description of the Services found in t he Form.

"Tax(es)" means any and all taxes (including consumption taxes such as value added tax or goods and services taxand any withholding tax), duties and other charges imposed or levied by any authority in connection with the Services.

"User" means a person who is authorised by the Customer to have access to the Services by using one of the user accounts provided to the Customer by Jewel pursuant to the Agreement.

2.3

In these Terms of Use, unless the contrary intention appears:

2.3.1

clause headings are for ease of reference only and will not be relevant to interpretation;

2.3.2

words in the singular number include the plural and vice versa;

2.3.3

words importing a gender include any other gender;

2.3.4

a reference to a person includes bodies corporate and unincorporated associations and partnerships;

2.3.5

where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and

2.3.6

monetary references are references to Singaporean currency, unless otherwise stated

3

DURATION

3.1

This Agreement will commence on the Effective Date and will continue in force for the One Sentry Lite Services Term untiland unless terminated in accordance with clause 12.

4

SERVICES

4.1

On and from the Effective Date, Jewel will make reasonable commercial efforts to provide the Services in accordance with this Agreement, at a time and in a manner agreed upon by both Parties.

4.2

During the One Sentry Lite Services Term, Jewel will provide the Services

4.2.1

in accordance with the Form agreed upon between Jewel and Customer;

4.2.2

with appropriate care and skill;

4.2.3

in a commercially efficient manner; and

4.2.4

in compliance with all applicable laws, regulations, standards, awards and agreements that affect the Services in the jurisdiction in which Jewel ordinarily conducts its business

4.3

Notwithstanding clauses 4.1and 4.2, Jewel does not warrant that the risk scores provided would be precise. Any risk scores provided are indicative at best, based on the information provided by Customer.

4.4

From time to time, Jewel may determine that Scheduled Interruption or Emergency Interruption may be necessary or desirable to improve, maintain, protect or secure some or all of the Services. Customerand User acknowledge that Jewel may subject the Services to a Scheduled Interruption or Emergency Interruption at any time provided that:

4.4.1

with respect to a Scheduled Interruption, Jewel will provide Customerwith at least seven (7)days'notice in advanceof the expectedstart time, duration, scope and nature of the interruption or disruption to Services; and

4.4.2

with respect to an Emergency Interruption, Jewel:

4.4.2.1

makes best efforts to minimise the duration of the Emergency Interruption; and

4.4.2.2

will provide updates to Customer on the nature and anticipated duration of the Emergency Interruption, when it ispracticableto do so.

4.5

Jewel may reasonably vary any Services Fee under any Form without the consent of the Customer or the User:.

4.5.1

where the variation is required to reflect an increase in fees Jewel must pay to any third party supplier of services required for the proper supply of the Services in accordance with this Agreement, immediately from when the third party supplier increases its fees, provided that Jewel must provide notice of the amended Services Fees as soon as reasonably practical; and

4.5.2

on one occasion during any calendar year without notice to Customer, provided any percentage increase in Services Fees must not exceed 5% above the percentage change, since any previous increase in the Services Fees, in the Consumer Price Index published by Statistics Singapore.

5

SERVICES FEES AND PAYMENT

5.1

Customer will pay Jewel the Services Fees specified in the applicable Form.

5.2

On and from the Effective Date, Jewel will charge and invoice the Customer for the Services Fees due under and in accordance with the Form.

5.3

Each invoice will be payable immediately by the Customer upon the date of issuance.

5.4

If the Customer’s payment and registration information is not accurate, current and complete and you do not notify Jewel promptly when such information changes, Jewel may suspend or terminate your account and refuse any use of the Services.

5.5

The Services Fees and additional costs are exclusive of any Taxes and Customer must pay any such Taxes applied to any invoice, or otherwise upon request.

6

INTELLECTUAL PROPERTY RIGHTSAND LICENCE TO USE

6.1

Subject to payment of the Services Feesand Taxes, Jewelgrants a non-exclusive licence to the Customer and its authorised Users to use theServices, including all relevant Jewel Material, during the One Sentry Lite Services Term only for the Customer's internal business purposes within the jurisdiction in which Customer ordinarily conducts its business, and subject to such further conditions relevant to a Service as may be agreed upon between the Parties and are specified in the Form. Except to the extent permitted by this clause 6.1 and clause 6.2, the Customer may not sub-licence any of these rights to any person or entity (including any related company or affiliate of Customer) unless explicitly authorised by Jewel to do so in writing.

6.2

Subject to this Agreement (including clause 10), the Customer may provide copies of the output of the Services to third parties, where it is necessary to do so for the Customer'sinternal business purposes.

6.3

All Intellectual Property Rights in Jewel Material are the exclusive property of Jewelor its licensors and nothing in this Agreement assigns or vests any Intellectual Property Rights in Jewel Material to Customer or any other person. For the avoidance of doubt, any material created in the course of supplying the Services, including any adaptation or modification of any existing material, will on creation be deemed Jewel Material and all Intellectual Property Rights in such material are assigned on creation to Jewel. Jewel grants to Customer a non-exclusive, worldwide, perpetual, irrevocable licence to use, reproduce, modify and adapt the Intellectual Property Rights in the said created material.

6.4

Customer grants to Jewel a non-exclusive worldwide licence to use, reproduce, modify and adapt Customer Material during the One Sentry Lite Services Term for the purpose of, and to the extent necessary for, the supply of Services.

6.5

Subject to clauses 6.6 and 6.7, Jewel will indemnify Customer against liability under any final judgement or settlement in proceedings brought by a third party against Customer which determine that Customer’s use of the Services constitutes an infringement in a relevant jurisdiction of any of the third party’s Intellectual Property Rights.

6.6

Jewel will not be required to indemnify Customer as provided in clause 6.5 unless Customer:

6.6.1

notifies Jewel in writing as soon as practical of any infringement, suspected infringement or claim alleging infringement;

6.6.2

gives Jewel complete control of the conduct of the defence of such a claim including negotiations for settlement or compromise prior to the commencement of legal proceedings;

6.6.3

provides Jewel with reasonable assistance in conducting the defence of such a claim; and

6.6.4

permits Jewel to modify, alter or substitute the infringing part of the Services at its own expense in order to avoid continuing infringement, or authorises Jewel to procure for Customer the authority to continue the use of the infringing Services.

6.7

Jewel shall not indemnify Customer or User to the extent that an infringement, suspected infringement or alleged infringement arises from:

6.7.1

use of software or any other goods or services provided by any third party not reasonably contemplated by or not authorised by Jewel;

6.7.2

use of the Services in a manner or for a purpose not reasonably contemplated by or not authorised by Jewel;

6.7.3

modification or alteration of the Services (including any part of the Jewel Materials) without the prior written consent of Jewel;

6.7.4

any transaction entered into by Customer relating to the Services without Jewel’s prior consent in writing; or

6.7.5

the negligence, fraud or default of Customer (including any of its representatives) or anythird party (other than one acting under the direction of Jewel).

6.8

Customer agrees that the Services may only be accessed by the holder of valid Access Credentials, and that:

6.8.1

Access Credentials may not be used by any individual other than the person to whom those Access Credentials were originally providedor are subsequently provided (with written notification to Jewel);

6.8.2

Customer is solely responsible for maintaining the confidentiality and security of Access Credentials;

6.8.3

Customer must immediately notify Jewel if Customer suspects or is aware that the confidentiality or security of any Access Credentials have been compromised; and

6.8.4

Jewel may suspend or cancel any Access Credentials if Jewel suspects for any reason that the confidentiality or integrity of those Access Credentials have been compromised, and Jewel will have no liability to Customer or any other person arising from such suspension or cancellation.

7

CONFIDENTIALITY

7.1

Each Party:

7.1.1

may use Confidential Information of the other Party solely for the purposes of exercising its rights and performing its obligations under this Agreement;

7.1.2

except as explicitly permitted by this clause 7, must keep confidential all Confidential Information of the other Party;

7.1.3

may disclose Confidential Information of the other Party only:

7.1.3.1

to employees and subcontractors who:

(a)

are bound by written obligations of confidence at least as stringent as those under this Agreement

(b)

are aware and agree that Confidential Information of the other Party must be kept confidential; and

(c)

either havea need to know (and only to the extent that each has a need to know), or have been specifically approved by the other Party; or

7.1.3.2

to persons other than those referred to in clause 7.1.3.1 who have entered into a confidentiality agreement on substantially similar terms to the confidentiality requirements specified in this clause 7.1.

7.2

A Party must promptly notify the other Party upon discovery of any unauthorised access, use or disclosure of the other Party’s Confidential Information and take all reasonable steps to regain possession or control of the Confidential Information and prevent further unauthorised access, use or disclosure.

7.3

A Party will not be in breach of clause 7.1 in circumstances where it is compelledby the law of a relevant jurisdiction to disclose the other Party’s Confidential Information.

7.4

Without limiting clause 7.1, each Party will take all reasonable steps and do all things prudent or desirable to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other Party’s Confidential Information, including establishing and maintaining reasonably necessary safeguards against the destruction, loss, alteration of, or unauthorised access to any of the other Party’s Confidential Information.

7.5

Notwithstanding any other provision of this clause, a Party may disclose matters arising fromthis Agreement (other than Confidential Information of a technical nature) to its related companies, lawyers, auditors, insurers and accountants. Subject to clause 7.6, within ten (10)days following the earlier of:

7.5.1

termination of this Agreement; or

7.5.2

upon written request by either Party as to that Party’s Confidential Information, a Party must, as directed by the other Party, either:

7.5.3

return to the other Party all of that Party’s Confidential Information (including all copies/derivatives of such Confidential Information); or

7.5.4

destroy all of the other Party’s Confidential Information and certify in writing to the discloser that such Confidential Information (including all copies/derivatives of such Confidential Information) has been permanently destroyed in such a manner that it cannot be retrieved.

7.6

Each Party may retain 1 archival copy of the other Party’s Confidential Informationfor regulatory and internal audit compliance purposes, provided that the obligations of confidentiality specified in this Agreement will continue to apply to that archival copy.

7.7

Each Party acknowledges that:

7.7.1

the other Party may suffer financial and other loss and damage if any unauthorised act occurs in relation to Confidential Information, and that monetary damages would be an insufficient remedy; and

7.7.2

in addition to any other remedy available at law or in equity, the other Party isentitled to injunctive relief to prevent a breach of, and to compel specific performance of, this clause7.

7.8

The rights arising under this clause 7 do not exclude any other rights of either Party.

7.9

If either Party is uncertain as to whether any information is Confidential Information, it must treat the information as Confidential Information and not in the public domain unless and until the other Party agrees in writing that the information is in the public domain.

7.10

This clause will survive the termination of this Agreement.

8

PERSONAL DATA

8.1

Each Party will, with respect to its collection, disclosure and use of Personal Data:

8.1.1

comply with the all applicable laws, including but not limited to the Personal Data Protection Act 2012, and the jurisdiction in which Customer ordinarily conducts its business;

8.1.2

only collect Personal Data in a manner permitted by law current in Singapore and the jurisdiction in which Customer ordinarily conducts its business; and

8.1.3

securely destroy or de-identify end user Personal Data where and when required to do so in order to comply with applicable law.

8.2

Customer acknowledges that Jewel may use Personal Data collected in the course of supplying the Services for any purpose necessary or desirable to ensure the proper supply of the Services in accordance with this Agreement, which may include disclosure of such Personal Data to third parties engaged by Jewel in connection with the supply of Services.

8.3

The Customer warrants that it has the requisite consent, authority, permission or license in respect of data, whether personal data or otherwise, to be transferred or disclosed to Jewel to enable Jewel to perform the Services.

8.4

The Customer acknowledges that for the purpose of any personal data disclosed to Jewel pursuant to the terms of this Agreement, Jewel is a data intermediary and/or data processor under the applicable laws, including but not limited to the Personal Data Protection Act 2012.

9

WARRANTIES AND REPRESENTATIONS

9.1

Except as expressly provided in this Agreement, Jewel excludes from this Agreement all conditions, warranties and terms implied by statute, general law or custom, except any Non-excludable Condition.

9.2

Subject to clause 9.1, Customer warrants that it has not relied on any representation made by Jewel which has not been stated expressly in the Agreement, or upon any descriptions, illustrations or specifications contained in any document including any proposal, catalogues or publicity material provided by Jewel, except and only to the extent such documents are expressly incorporated in this Agreement.

9.3

Customer acknowledges that to the extent Jewel has made any representation which is not otherwise expressly stated in the Agreement, Customer has been provided with an opportunity to independently verify the accuracy of that representation.

9.4

Each Party warrants that it must not use, or knowingly allow another person to use, any part of the Services in a manner contrary to any law of a relevant jurisdiction.

9.5

Each Party warrants that it:

9.5.1

will not purport to act on behalf of the other Party;

9.5.2

must comply with any reasonable direction of the other Party to assist in complying with any legal obligation;

9.5.3

will comply with all directions and orders of any relevant regulator or other legal authority; and

9.5.4

must comply with all applicable laws, regulations and legal obligations.

10

NATURE OF SERVICES AND ACKNOWLEDGEMENT

10.1

Customer acknowledges that the Services utilise automatic data processing and analysis technologies, which include automated techniques such as website crawling and social media monitoring, and which rely on heuristics and other similar techniques, the accuracy and efficiency of which may vary or be affected by variables beyond Jewel's knowledge or control, and accordingly Customer acknowledges and agrees that:

10.1.1

while Jewel will do all things technically possible to maximise the accuracy and efficiency of the Services, the output of the Services may contain errors and inaccuracies from time to time;

10.1.2

the Services are not designed to be used in isolation, and Customer must employ techniques independent of the Services, including manual analysis and verification of the output of the Services, to verify or contradict the accuracy of the output of the Services;

10.1.3

Jewel is under no obligation to verify the accuracy of the output of the Services;

10.1.4

Jewel does not guarantee that the Services will be constantly available, error free or malware free;

10.1.5

the technology that enables the Services will continue to be developed by Jewel, and the accuracy and efficiency of the Services may change during the Term; and

10.1.6

the automatic techniques may operate transparently and without the knowledge or authorisation of any person.

10.1.7

Customer will not (whether directly or through any third party) deliberately disrupt or interfere with:

10.1.7.1

the supply of any Jewel services to any other customer of Jewel; or

10.1.7.2

any computer network, system or infrastructure that affects the supply of Jewel services to any person.

10.3

Customer acknowledges that the Services may, if directed to do so by Customer, undertake inspection, data analysis and processing of information about the businesses of customers of Customer, and that Customer has sole responsibility for ensuring that it has provided all notice to, and secured all consents from, its customers necessary or desirable to permit the Services to perform such inspection, data analysis and processing, including but not limited to consent from individuals in compliance with the applicable data protection laws.

10.4

Customer acknowledges that it will use the output of Services at its own risk, and Customer:

10.4.1

will not rely upon the accuracy, completeness or reliability of any output of Services; and

10.4.2

indemnifies Jewel against any claim, loss, cost or liability suffered by the Customer or any other person arising from the use or reliance by the Customer or any other person on any output of Services.

11

LIABILITY AND INDEMNITY

11.1

Except for liability in relation to breach of any Non-excludable Condition and liability under clause 11.3, Jewel’s total liability to Customer and User in contract, including for one or more breaches of any express term or terms of this Agreement (in aggregate), tort (including in negligence), statute, or otherwise, is limited to an amount equal to the total amount actually paid by Customer to Jewel under this Agreement during the 12 month period before the liability arose.

11.2

Jewel’s total liability to Customer and User for a breach of any Non-excludable Condition (other than a Non-excludable Condition in respect of which, by law, liability cannot be limited) is limited, at Jewel’s option to any one of resupplying, replacing or repairing, or paying the cost of resupplying, replacing or repairing the goods in respect of which the breach occurred, or supplying again or paying the cost of supplying again, the Services in respect of which the breach occurred.

11.3

Except for liability in relation to breach of any Non-excludable Condition, Jewel excludes all liability to Customer and the User for lost profits, lost revenue, lost savings, lost business, loss of opportunity, lost data or any consequential or indirect loss arising out of, or in connection with, any Services, and any claims by any third person (including any sub-licensee of Customer or any customer of Customer), or this Agreement, even if:

(a)

Jewel knew that loss was possible; or

(b)

the loss was otherwise foreseeable.

11.4

Subject to the limitations of liability in this Agreement, each Party (“Indemnifying Party”) indemnifies the other Party and its directors, officers, employees and agents from and against all losses, damages, liabilities, claims and expenses incurred (including but not limited to reasonable legal costs) arising as a result of:

11.4.1

any negligent or malicious act or omission of the Indemnifying Party or any of its employees, consultants, contractors, agents or representatives relating to this Agreement; and

11.4.2

any claim by any third party (including any customer or associate of the Indemnifying Party) arising from the manner in which the supply of Services in accordance with this Agreement affects that third party.

11.5

Without prejudice to the generality of clause 11.4, the Customer shall indemnify and hold Jewel harmless against any loss or damage which it may suffer or incur as a result of, whether directly or indirectly, the Customer’s breach of any other contract with a third party, or any infringement of a third party’s intellectual property rights, or any other third party claims, or penalties or fines as a result of the Customer using the Services, or in respect of any data transferred or disclosed to Jewel by or under the authority of the Customer.

12

RENEWALS, SUSPENSION AND TERMINATION

12.1

This Agreement starts on the Effective Date and will continue until:

12.1.1

the expiry of the One Sentry Lite Services Term; or

12.1.2

the Customer or Jewel otherwise exercises an explicit termination right under this Agreement.

12.2

Unless either Party gives not less than 45 days' notice in writing before the expiry of the current term of its intention not to renew, the Agreement shall be automatically renewed for a successive period, which shall be one of 6, 12 or 24 months (whichever was stated in the most recent Form), and Jewel shall issue a Renewal Form with the new applicable term to the Customer.

12.3

Without limiting the generality of any other clause in this Agreement, Jewel may terminate this Agreement immediately by notice in writing if:

12.3.1

the Customer is in breach of any term of this Agreement and such breach is not remedied within 30 days of written notice requiring it to do so;

12.3.2

the Customer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or

12.3.3

the Customer ceases or threatens to cease conducting its business in the normal manner.

12.4

Without limiting any other clause of this Agreement, Jewel may terminate this Agreement if any supplier of services to Jewel ends its supply of such services to Jewel, and Jewel:

12.4.1

considers in its sole discretion that:

12.4.1.1

the ending of the supply of services to Jewel is likely to inhibit Jewel’s ability to supply Services to Customer; and

12.4.1.2

it is not commercially or practically feasible to secure replacement services of a standard at least equal to the terminated services; and

12.4.2

provides Customer with written notice of termination as is practical in the circumstances.

12.5

If notice is given to Customer pursuant to clause 12.4, Jewel’s sole liability to Customer arising from such termination is the repayment of any Services Fees that have been paid in advance for the supply of Services after the date on which the supply of those Services is terminated.

12.6

Without prejudice to its termination rights under this Agreement, Jewel may immediately suspend the supply of any or all Services to Customer, and Customer acknowledges that Jewel will have no liability to Customer (under this Agreement or otherwise) arising from such suspension if:

12.6.1

Customer fails to pay any correctly issued invoice by its date of issuance; or

12.6.2

Jewel reasonably considers such suspension to be necessary to protect the security or integrity of the Services, or any software, hardware, data or network, or to comply with any law or direction of a regulator or relevant authority.

12.7

The parties acknowledge that clauses 6, 7, 8 and 11 and each clause required to make them effective continue after termination of this Agreement.

13

FORCE MAJEURE

13.1

Neither the Customer nor Jewel will be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

13.2

If a delay or failure of the Customer or Jewel to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.

13.3

If a delay or failure by the Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either the Customer or Jewel may immediately terminate the Agreement on providing notice in writing to the other Party.

14

SUB-CONTRACTING AND THIRD PARTY SUPPLIERS

14.1

Jewel may, at its discretion, subcontract any of its obligations under this Agreement, or engage any third party to supply part or all of the Services.

14.2

Customer acknowledges that Jewel will engage and rely upon the services of third party service providers, including public cloud service suppliers and payment processors, in the supply of Services. From time to time, Jewel may change the nature or extent of its use of such third party services for its own technical or commercial reasons, and Customer acknowledges that Jewel may make such changes without notice to, or the consent of, Customer.

15

ENTIRE AGREEMENT AND VARIATION

15.1

This Agreement constitutes the entire agreement between the Parties and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

15.2

Except where otherwise explicitly permitted by a clause of this Agreement, the provisions of this Agreement will not be varied, except by agreement in writing signed by each Party.

16

NOTICE AND ELECTRONIC COMMUNICATION

16.1

Any notice required under this Agreement to be supplied in writing must be delivered to the contract manager of the other Party:

16.1.1

by hand, in which case the notice will be taken to be received at the time it is delivered;

16.1.2

by express international courier, in which case the notice will be taken to be received 10 Business Days after it is sent; or

16.1.3

by email or other electronic means agreed between the Parties from time to time, in which case the notice will be taken to be received on receipt of a return message from the recipient acknowledging delivery (which receipt must be sent immediately on receiving the notice, and must not be knowingly withheld).

16.2

The Parties acknowledge that any requirement under this Agreement that a notice be given "in writing" may be satisfied by a document delivered by electronic means, provided each Party has agreed in advance to the use of the specific electronic means being used.

17

DISPUTES

17.1

Any dispute arising in connection with this Agreement must be handled in accordance with this clause before a Party may commence any form of litigation or legal proceedings.

17.2

A Party must give notice in writing to the other Party of the matter in dispute, and nature of the dispute. Within 5 days of issuing such notice:

17.2.1

each Party must appoint a representative with full decision making authority to negotiate on behalf of, and bind, their Party to resolution of the dispute, and those representatives must meet personally (or via videoconference or other direct medium as both Parties agree) to consider and seek to resolve the dispute;

17.2.2

if the respective representatives are unable to resolve the dispute within 5 days of their first meeting (or other such period as is agreed between the Parties), refer the dispute to the respective chief executive officers (or equivalent) of each Party, who must meet personally (or via videoconference or other direct medium as both Parties agree) within 7 days to discuss and seek to resolve the dispute; and

17.2.3

if the respective chief executive officers are unable to resolve the dispute within 7 days of their first meeting, then the said dispute will be resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.

17.3

Nothing in this clause will prevent a Party from seeking urgent equitable relief before an appropriate court.

17.4

During the continuance of any dispute, each Party must continue to perform its obligations under this Agreement.

18

ASSIGNMENT AND WAIVER

18.1

Customer may not assign or transfer part or all of this Agreement without the prior approval of Jewel (which must not be unreasonably withheld).

18.2

Jewel may assign or novate part or all of this Agreement to any person at any time, and Customer:

18.2.1

hereby acknowledges its consent to such assignment or novation to any party; and

18.2.2

agrees to do all things reasonably required by Jewel, including executing an appropriate deed of assignment or novation, as Jewel reasonably requires to give full effect to such assignment or novation.

18.3

A party does not waive any right or relieve the other party of any obligation under this Agreement unless explicitly stated by the waiving party in writing.

18.4

This Agreement shall be binding upon and shall inure to the benefit of the Parties and their successors and permitted assigns.

19

SEVERABILITY

19.1

If any provision of this Agreement is held invalid, unenforceable or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions which will be deemed deleted.

20

THIRD PARTY RIGHTS

20.1

A person or entity who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of this Agreement.

21

GOVERNING LAW.

21.1

This Agreement will be governed by and construed according to the laws of Singapore, and each party submits unconditionally to the jurisdiction of the courts of Singapore.



Updated 3 November 2018