Merchant Terms and Conditions
Effective date: 28th of November 2017
This Merchant Agreement constitutes a legal agreement between Globetrotter Enterprises Pte Ltd having a registered address at 140 Robinson Road, Singapore 068907 (the “Company”) and the Merchant (as defined below) (individually referred to as the “Party” and collectively as the “Parties”) for provision of the Service (as defined below).
Except to the extent expressly provided otherwise, in this Agreement:
“Agreement” is this Merchant Agreement and its later amendments as agreed by the parties;
“Applicant” is a natural person and/or an entity incorporated and/or recognised by the laws of the Republic of Singapore unless otherwise defined by another jurisdiction outside of the Republic of Singapore and is applying to become a Merchant pursuant to the Agreement;
“Application” is a document, which triggers the process of applying to become a Merchant pursuant to the Agreement;
“Business Day” means any day other than a Saturday, Sunday or public holiday, unless otherwise defined by the laws and customs of the jurisdiction in which this Agreement relates;
“Card” is a pass entitled “WunderPass” which: (1) is provided by the Company in a physical or electronic form; (2) allows the Consumer to redeem rewards when the Card is presented to the Merchant;
“Company” is Globetrotter Enterprises Pte Ltd having a registered address at 140 Robinson Road, Singapore 068907;
“Consumer” is a natural person, organisation, business or company who engages a Merchant, as recognised under the Agreement, to enquire and/or participate in dealing with the Service and, consequently, redeem the Rewards upon presentation of the Card;
“Effective date” is the date on which this Agreement was concluded between the parties;
“Fees” means recurring fees payable by the Merchant for the Premium Membership;
“Industry” refers to a subset of organizations that can be grouped together because they are all active in the same branch of the economy;
“Issues” refers to problems or concerns;
“Merchant’s Profile” means the collection of information about the Merchant that allows the Company and Consumers to identify the Merchant;
“Merchant” is an Applicant who have been authorised and selected by the Company to be an authorised person/organisation under the Agreement;
“Misconduct” means conduct, which is in violation of this Agreement, Company's interest or the Applicant's expected standard of conduct;
“Publisher” is a writer who published texts and visual material about goods and services provided by the Merchant (e.g., places, travels, events, food, drink, entertainment, and shopping) and is entitled to redeem Rewards;
“Publisher’s Content” is any texts and visual materials submitted by the Publisher about goods and services provided by the Merchant;
“Rewards” refers to compensations received by the Consumer or the Publisher from the Merchant upon presentation of the Card;
“Service” refers to a range of services provided by the Company to the Merchant, including but not limited to, (1) providing access to Company’s System, (2) facilitating exposure, advertising, promotion, and marketing of the Merchant through Company’s System, (3) providing access to data reports generated by the Company and other benefits, and (4) receiving promotional coverage of goods and services provided by the Merchant;
“System” means any form of software and technologies, including the website http://www.wunderpass.com operated by the Company.
2. Scope of Agreement
This Agreement regulates the relationships between the Company and the Merchant. This Agreement does not regulate: (1) the relationship between the Company and the Publisher; and (2) the relationship between the Company and the Consumer. The relationships mentioned in the preceding sentence are regulated in separate agreements.
3. Term and Termination
3.1. The Agreement shall commence upon the Effective Date and shall, unless the Agreement is terminated earlier in accordance with the terms pursuant to the Agreement, be effective for:
(1) unlimited time if the Merchant opted for a Standard Membership; or
(2) a time period chosen by the Merchant (e.g., a month or a year), if the Merchant opted for a Premium Membership.
3.2. This Agreement shall automatically renew on the first day commencing the expiration date of the Premium Membership if the Merchant has opted for the Premium Membership, unless a request for termination is submitted by the Merchant to the Company in accordance with Section 5.9 of this Agreement.
3.3. If the Company believes that the Merchant has violated or acted inconsistently with this Agreement, the Company has a sole discretion to suspend or terminate the Merchant’s use of the Service.
3.4. The Company may decide to terminate the Merchant’s use of the Service if the Company believes that the Merchant has acted fraudulently, abusively, or illegally. Subsequently, the Company may refer the Merchant to the appropriate law enforcement authorities.
3.5. Notwithstanding sections 3.3 and 3.4 of this Agreement, the Merchant’s profile may remain visible to Consumers through the website http://www.wunderpass.com, the Company’s software, and media channels.
3.6. The Company shall not be liable to the Merchant or any third parties for any termination of access to the Service.
3.7. The Agreement shall be terminated by the Company if the Merchant is a corporation and the Merchant goes into liquidation or becomes insolvent.
3.8. After the termination of this Agreement, all legal rights granted to the Merchant pursuant to this Agreement will terminate. Upon termination, the Merchant shall stop using the Service.
3.9. Before terminating the Agreement, the Company shall give the Merchant a written notice at least fourteen (14) business days in advance.
3.10. The Company may seek remedies or reasonable compensation from the Merchant in case of a breach of this Agreement.
3.11. Even though the Company does not exercise its rights under the Agreement on one occasion, it may do so on any later occasion.
4. Independent Business
4.1. The Company and the Merchant acknowledge and agree that the effectiveness of the Company and the Service depends to a large extent on the fact that each Merchant operate its business appropriately and each of Merchant’s effectiveness contributes to the effectiveness of the Company as a whole and of each other Merchant.
4.2. The Company and Merchant of this Agreement acknowledge and agree that they are not in the relationship of partners, employers and employees, joint venturers; or principal and agent. During the term of this Agreement the relationship between the Company and Merchant shall be that of business to business transactions. Merchant is not, and shall not represent itself, as an agent, legal representative, servant, or employee of the Company for any purpose whatsoever and shall have no right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of or on behalf of the Company.
5. Selection Process
5.1. In order to become a Merchant, an Applicant has to undergo a selection process that includes:
(1) submission of an Application;
(2) assessment of the Application;
(3) creation of Merchant’s Profile; and
(4) subscription for a Membership plan.
5.2. By participating in the selection process and submitting the Application, the Applicant expresses a wish to gain access to the System with a purpose of managing Merchant’s Profile. Merchant’s profile may be created on the System by the Company or third parties before submitting the Application. By submitting the Application, the Applicant claims the right to manage the profile related to the Applicant.
5.3. Applicant’s Submission
5.3.1. Applicant must provide the Company with Applicant’s written intent to become a Merchant of the Agreement in a form of the Application;
5.3.2. Applicant must submit the Application in the format required by the Company;
5.3.3. Applicant must disclose and provide to the Company all information as required by the Company;
5.3.4. Applicant bears sole responsibility to provide true, accurate, and up-to-date information, as required in the Application, to the Company;
5.3.5. By submitting an Application, the Applicant acknowledges that the Applicant:
(1) is an authorised representative of the business in relation to which the Application is submitted;
(2) has the right and authorization to manage Merchant’s Profile through the System; and
(3) has the right to manage the Rewards.
5.4. Application Assessment
5.4.1. The Applicant shall be notified in writing by the Company in the event that the Application has been rejected.
5.4.2. The Company shall not, however, provide detailed explanation as to why the Application has been rejected.
5.4.3. The Application assessment includes assessing if the Applicant is an authorised representative of the business in relation to which the Application is submitted and has the right to manage the profile of the business through the System.
5.4.4. The Applicant must contribute to the verification process by following instructions provided by the Company, such as verifying contact details through a verification code.
5.4.5. Any factors considered by the Company during the application process may change from time to time and may be noted in the updated form of this Agreement.
5.4.6. Applicant bears the sole responsibility in foreshadowing the factors prior to making any Application.
5.4.7. If the Application is approved, the Company shall send the Applicant a confirmatory notice by email.
5.5. Merchant’s Profile
5.5.1. The Company may set up the Merchant’s Profile (if not established previously) and grant the Applicant access to, and the right to manage the Merchant’s Profile and the Rewards.
5.5.2. The Merchant’s Profile will be publicly displayed by the Company to the Consumers and Publishers through the System and to any other third parties through the website http://www.wunderpass.com, Company’s related software and media channels.
5.5.3. The Merchant is provided with a possibility to edit and update Merchant’s Profile through the System.
5.5.4. The Merchant shall maintain the Merchant’s Profile in accordance with section 10.5 of this Agreement.
5.5.5. The Merchant shall maintain login credentials in a safe, secure, and confidential manner.
5.6. Membership plans
5.6.1. To start using the Services, the Merchant must subscribe for a Membership. The Company provides two membership plans, namely, (1) a Standard Membership and (2) a Premium Membership.
5.7. Standard Membership
5.7.1. The Standard Membership plan is provided to the Merchant free of charge and provides access to the major part of the Service.
5.7.2. The Standard Membership is valid until cancelled by the Merchant or terminated by the Company.
5.8. Premium Membership
5.8.1. The Premium Membership plan is provided for a charge specified by the Company to the Applicant in writing.
5.8.2. The Premium Membership entitles the Merchant to receive full Service and exclusive benefits in relation to the Service.
5.8.3. Unless stated otherwise, the Premium Membership is valid for the time period applicable to the Premium Membership or chosen by the Merchant (e.g., a month or a year).
5.8.4. Unless cancelled in advance, the Premium Membership renews automatically the next day after the time period chosen by the Merchant expires.
5.9. Cancellation of membership plans
5.9.1. Membership plans can be cancelled upon request made by the Merchant through the System or by notifying the Company in writing.
5.9.2. To cancel the Standard Membership, the Merchant shall do so through the System or submit a cancellation request to the Company in writing.
5.9.3. Cancellation of the Standard Membership may result in complete erasure of Merchant’s Profile, login credentials, and all data related thereto.
5.9.4. To cancel the Premium Membership, the Merchant shall do so through the System or submit a cancellation request to the Company before the period of the Premium Membership expires.
5.9.5. The cancellation of the Premium Membership results in the activation of Standard Membership and removal of all exclusive benefits associated with the Premium Membership unless the Merchant requests to entirely cancel the Membership.
5.9.6. Notwithstanding this section 5.9, the Company reserves the right, but not the obligation, to display the Merchant’s profile to Consumers through the website http://www.wunderpass.com, the Company’s software, and media channels.
6.1. The Service provided by the Company to the Merchant includes, but is not limited to: (1) online access of the System;
(2) facilitating exposure, advertising, promotion, and marketing of the Merchant through the System, the website http://www.wunderpass.com, Company’s related software and media channels;
(3) access to data reports generated by the Company and the ability to create Rewards; and
(4) receiving promotional online coverage of Merchant’s goods and services in a form of Publisher’s Content.
6.2. The Company reserves the right, but not the obligation, to feature the Merchant’s Profile on its website and other publicity channels. The featuring of the Merchant’s Profile depends on multiple factors, including, but not limited to, the Merchant’s coverage provided by Publishers, popularity among Consumers, and the type of the Membership the Merchant subscribes to.
6.3. In order to use the Service, the Merchant needs cumulatively to:
(1) have the authority to legally bind to this Agreement;
(2) successfully undergo the selection process as stated in Section 5 of this Agreement; and
(3) comply with all provisions set out in this Agreement.
6.4. The Service must be used for its intended purpose only and the Merchant shall not use the Service for the benefit of any third party except as specifically set out in this Agreement.
6.5. The Merchant agrees not to distribute, licence, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purpose, any portion of the Service, unless otherwise expressly stated herein.
6.6. The Merchant shall be responsible for defending and indemnifying the Company at its own expense from and against any claims, damages, liabilities and/or expenses arising out of Merchant’s breach of any of Merchant’s obligations outlined in the Agreement.
6.7. By using the Service, the Merchant shall not engage or use any data mining, robots scraping or similar date gathering or extraction methods in relation to the Service.
6.8. The Company reserves the right to amend on a temporary or permanent basis the Service with or without any notice to the Merchant. By submitting the Application, the Merchant agrees that the Company will not be responsible to the Merchant or any third party for any such amendment.
7. Merchant-Generated Content
7.1. The Merchant shall not submit any content, including text, images, and videos through the system that:
violates any applicable laws;
spreads malware (e.g., viruses, worms, Trojan horses);
is ethnically, racially, or otherwise objectionable;
is sexually explicit, libelous, harassing, defamatory, abusive, profane, vulgar, threatening, hateful, obscene;
advertises or encourages the use of illegal substances;
spreads spam or other illegal messaging;
copies, distributes, rents, resells, modifies, compromises, damages, disables, impairs, and overburdens the System;
interferes with other users of the System;
uses bots and other automated methods;
attempts to collect and disclose any personal data;
contains false information; and
contains any inside information and/or proprietary or confidential information learned or disclosed under nondisclosure agreements.
7.2. The Company is not responsible in any manner for any content submitted by the Merchant through the System.
7.3. The Company reserves the right, in its sole discretion, to remove any content submitted by the Merchant, cancel Merchant’s Profile, and terminate the use of the Service, if the Merchant fails to comply with the provisions of this Section 7.
8. Company's Content
8.1. The Merchant acknowledges that the Company owns its content, such as source code, object code, software content, copyrights, logos, business names, trademarks, patents and other intellectual property related to the Service.
8.2. Unless otherwise stated in this Agreement or Company’s prior written consent has been obtained, the Merchant cannot use any of Company’s content.
8.3. All suggestions, recommendations, bug-fixes, error-fixes or other communications from the Merchant to the Company regarding the System shall, upon submission to the Company, be owned solely and exclusively by the Company.
8.4. Company’s content is protected by the intellectual property laws of the Republic of Singapore and the applicable international intellectual property treaties.
8.5. The Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Company’s content.
9. Company's Rights and Obligations
9.1. The Company shall not be liable legally and/or financially in the event that the Company could not provide accurate and/or updated information to the Applicant of the Company and its Service.
9.2. During and throughout application processes, the Company may:
(1) provide information of the Company on the condition that the Applicant conforms and agree to undertake confidentiality clause in this Agreement;
(2) provide information as noted above by way of electronic mail correspondence, telephone, brochure, website, and in-person;
(3) request that the Applicant provide information as required by the Company any time during the application process;
(4) use the information provided by the Applicant in the Application for assessing Applicant’s suitability in becoming a Merchant and such information shall not be disclosed to any third parties;
(5) vary the time of assessing and selecting Merchants from Applicants and may exercise discretion to accurately assess the Application of Applicants; and
(6) conduct research in order to find information that can be used to assess the suitability the Applicant in becoming a Merchant.
9.3. Any information provided by the Company may change from time to time and the Company shall endeavour to provide an accurate and consistent information to the Applicant.
9.4. Upon successful selection and affirmative acceptance by the Applicant, the Company shall:
(1) provide the Merchant with access to the System; and
(2) provide further information together with appropriate instructions for successful maintenance or use of the Service.
9.5. The Company may, in relation to email and social media marketing campaigns, execute these campaign(s) but cannot provide guarantee for the scheduling, results, and effectiveness of these campaign(s).
9.6. The Company shall endeavour to provide optimal level of satisfactory functionality of the Service but will not be liable in any way and no guarantee is provided to Merchants of any specific performance level with and when potential downtime for System occurs.
9.7. Company’s responsibility relating to the translated content of Merchant Profiles. The content in the Merchant’s Profile may be translated by Company’s staff or appointed translators into various languages and may undergo an approval process, although the Company does not take responsibility for any translated content and should not be held liable for any translated content.
9.8. Company’s responsibility relating to Publisher’s Content. Any Publisher’s Content, including but not limited to feedback or reviews provided on the websites or other online services relating to their interactions with Merchants, is not the responsibility of the Company. Consequently, the Company is not liable for any Publisher’s Content.
9.9. Company’s responsibility relating to Merchant’s Profile. The Company shall conduct brief checks on the information of the Merchant’s Profile that is designed for the purpose of public viewing. The Company reserves the right, but not the obligation, to amend the Merchant’s Profile if the Merchant fails to comply with the obligations stated in section 10.5 of this Agreement. The Company is not liable in any way with respect to the information of the Merchant’s Profile, which is made publicly available.
10. Applicant and Merchant Obligations and Responsibilities
10.1. During and throughout application processes, the Applicant may, in writing, withdraw the Application at any time.
10.2. During assessment period of the Application, an Applicant may update Applicant’s details, but the Company may not be obligated to consider any of these amendments.
10.3. Applicant may, when and if rejected of the Application from the Company, re-apply with any updated information to the Company.
10.4. Upon successful selection, the Applicant must:
(1) in writing provide the Company promptly of any clarification and/or issues which may affect efficiency maintaining the Service; and
(2) submit the Company all relevant information and content required for setting up the Merchant’s Profile.
10.5. At all times, the Merchant shall maintain all relevant information and content within the Merchant’s Profile, including Merchant’s address, contact details, operating hours, business description, logos related trade marks, true, accurate, and up-to-date.
10.6. The Merchant shall inform the Company about any difficulties and/or Issues to maintain Merchant’s Profile in an accurate manner as soon as such difficulties and/or Issues arise.
10.7. The Merchant shall accept any liability with respect to Merchant’s Profile and provide complete indemnity to the Company.
10.8. The Merchant shall obtain a written permission from the Company for amending certain sections of the Merchant Profile, such as Merchant’s name and address.
10.9. Merchants must, when establishing and implementing terms for Rewards:
(1) clearly notify and establish satisfactory Rewards threshold and reward redemption rules through the Service;
(2) draft and maintain two sets of terms for redemption of the Rewards, namely, (a) the terms for redemption of the Rewards for the Publishers and (b) the terms for redemption of the Rewards for Consumers; and
(3) provide the Rewards to the Publishers and the Consumers in an accurate and timely manner, in accordance to the applicable terms for redemption of the Rewards.
10.10. Merchants must ensure its staff competently utilises the Service.
10.11. Merchants must ensure that any and all issues with respect to the redemption of rewards by Consumers and Publishers are resolved in a reasonable manner and refrain from engaging in conduct which would detriment and/or reduce the reputation and/or image of the Company to Consumers and Publishers.
10.12. The Merchant shall promptly notify any further Issues, which cannot be resolved between Merchant and Consumer or Publisher, to the Company in writing. The Issues may include:
(1) inability to verify Consumers or Publishers after making all reasonable attempts;
(2) technical difficulties; and
(3) suspicious or inappropriate actions by Consumers or Publishers.
10.13. The Merchant shall verify each and every Consumer and Publisher as an authorised Consumer and Publisher by utilising all possible methods, including, but not limited, to inspecting the Card and identity of the Consumer and the Publisher.
10.14. If (1) the Merchant has made a request to receive marketing materials from the Company and (2) the Merchant has not received the requested marketing materials prior to or on the delivery date, the Merchant shall inform the Company immediately after the delivery date.
10.15. The Merchant shall display all marketing materials received from the Company, which may include business cards, window stickers and Merchant certificates and other display marketing materials, physically on-site where it can be located by Consumers unless exceptions have been agreed to by the Company.
10.16. The Merchant shall implement reasonable measures to prevent damage or theft of the marketing materials.
10.17. The Merchant shall set up and maintain effective Company’s in-store processes to eliminate Consumer confusion and/or misunderstanding;
10.18. Merchants must, during its utilisation of the Service:
(1) on reasonable occasions propose possible improvements to the Service upon its perusal of the Service and/or any issues experienced in relation to the Service;
(2) exercise its responsibility to contact the Company, within the expected timeframe, if the Merchant has not resolved its issues relating to the Service; and
(3) report verbally and in writing to the Company as soon as possible any System Issues in order for prompt investigation and resolution to occur.
11. Right to Use Trade Marks
11.1. The Company grants the Merchant the right to use and prominently display the trade marks of the Company and such other trade marks, logograms distinctive colour scheme and other intellectual property of the Company during the time in which they are acting as Merchants, subject to, and in accordance with, the terms of this Agreement, if any, and Company’s directions from time to time.
11.2. The Merchant shall not create nor have made any signs, featuring trade marks or any distinctive colour scheme or other intellectual property of the Company without Company’s prior written consent.
11.3. Other than in accordance with this Agreement, Merchants shall have no right to carry on the business under any intellectual property of the Company or any word(s) or logo(s) deceptively similar to the Company and shall not at any time apply for or seek to register any such name: word or words as a trade mark or as a business or company name anywhere. The Merchant shall conduct its business under its own corporate name and shall at all times in the conduct of its business obtain and use only stationary, dockets, letterhead, registered business name and which, if they feature any other intellectual property, that clearly do not confuse the independent legal relationship between the Merchant and the Company.
12. Protection of Intellectual Property Rights
12.1. The Merchant recognises and acknowledges the exclusive right of the Company to take all necessary steps to maintain such exclusive ownership and right, in and to the Service, the intellectual properties of the Company including Company’s distinctive colour scheme and all other trade names and other intellectual property owned or used by the Company in relation to its business.
12.2. The Merchant must promptly notify the Company of any instance coming to the Merchant’s notice of infringement of, or potential infringement of, any of the intellectual property or any of Company’s trade names or other intellectual property rights and take all action reasonably required by the Company.
13. Fees, Payments, and Returns
13.1. All Fees are communicated to the Merchant by the Company in writing.
13.2. The Fees are in United States dollars (USD) and include all applicable taxes.
13.3. The Fees remain valid for a time period communicated to the Merchant by the Company in writing. The Fees are subject to change.
13.4. In case the Fees change, the Company shall notify the Merchant at least 30 days in advance by sending an email. Unless otherwise specified by the Company in writing, the changes of the Fees will apply to the next recurring payment.
13.5. Unless the Merchant notifies the Company about its wish to cancel Premium Membership, the Premium Membership will automatically renew on a basis of the time period chosen by the Merchant (e.g., monthly basis, annual basis, and multi annual basis).
13.6. The Fees are charged on the 1st day of the period (e.g., a month or a year) to which the Premium Membership relates.
13.7. During the first month of Premium Membership, the Fee will be charged pro-rata in conjunction with the Fees for the next period.
13.8. All payments related to the Service, including the Fees, will be processed by the Third Party Payment Processor.
13.9. The Merchant agrees not to hold the Company liable if the Third Party Payment Processor declines or refuses its payment.
13.10. The Merchant shall not to hold the Company liable for payments that do not reach the correct account because the Merchant has quoted an incorrect account number or incorrect payment information.
13.11. If the Third Party Payment Processor does not succeed to charge the Fees from the Merchant, the Company may terminate the Merchant’s Profile and Merchant’s use of the Service. Nevertheless, the Merchant will remain liable for any due Fees in addition to any attorney fees and other costs incurred due to the necessity to collect the Fees.
13.12. The Fees are non-refundable. Unless otherwise required by law, the Company will not provide any refunds of the Fees paid by the Merchant, including the Fees for partially used periods. The Company may, but has no obligation to, at its sole discretion, provide a partial refund of the Fees, subject to the dispute resolution procedure set out in Section 14 of this Agreement.
14. Dispute Resolutions
14.1. The Company and Merchant must comply with the dispute resolution procedure set out in this Section 14 and all related dispute resolution activities must be conducted in English.
14.2. Where a dispute arises between the Company and Merchant, the complainant must send a written notice to the other party with clear outlines of the nature of the dispute, what outcome the complainant wishes to obtain, and what action the complainant thinks would resolve the dispute.
14.3. Both Parties must make every effort to resolve the dispute by mutual negotiation.
14.4. In the event that the Parties are unable to reach a resolution of the dispute, either Party may by notice in writing advise the other Party that it seeks to have the dispute resolved by mediation.
14.5. Within 21 days, the Parties may refer the matter to a mutually agreed mediator.
14.6. The mediator will have the right to determine procedures and may or may not allow the appearance of lawyers on behalf of the parties and may co-opt other expert assistance.
14.7. The mediator is to be satisfied that both parties have made a determined and genuine effort to resolve the dispute and have co-operated with the mediator.
14.8. Proceedings of the mediator will be as informal as is consistent with the proper conduct of the matter and will allow the mediator to communicate privately with the parties or with their lawyers.
14.9. The Parties to the mediation will agree that everything that occurs before the mediator will be in confidence and in closed session; all discussions will be held without prejudice; and no documents brought into existence specifically for the purpose of the mediation process will be called into evidence in any subsequent litigation by either party.
14.10. It will be the role of the mediator to act fairly, in good faith and without bias with the purpose of seeking a resolution of the dispute and will treat all matters in confidence.
14.11. Each Party will have the opportunity to adequately present their case. The mediator will have regard to the fairness and reasonableness of any matters pertaining to a dispute and the need for the Company to maintain the integrity of its name, image and the Service;
14.12. The mediator will deal with any matter as expeditiously as possible, but no later than 14 days after referral to the mediator.
14.13. The Parties of the mediation will bear the mediation costs on an equal basis and grant immunity from liability to the mediator. The Parties must pay for their own costs of attending the mediation.
14.14. The Parties will report back to the mediator within 14 days, on actions taken, based on the outcome of the mediation.
14.15. Nothing contained in the dispute resolution procedures above deny a party to this Agreement the right to seek injunctive relief from an appropriate court in the Republic of Singapore, where failure to obtain such relief would cause irreparable damage to the party concerned or the Service.
14.16. In the event that the dispute occurs in a jurisdiction other than the Republic of Singapore, relevant legal advice should be obtained relating to the dispute resolution procedure.
15. Restrictive Convenant
15.1. The Merchant and guarantors of the Merchant (if any) acknowledge that the confidential information disclosed or to be disclosed to them and training provided by the Company will provide them with confidential know-how knowledge which may be exclusive, if they become involved in a business competing with one of the Merchants. This includes being a sole trader, partner, shareholder, director, consultant, employee or joint venturer.
15.2. The Merchant and guarantors of the Merchant (if any) agree to notify the Company in writing if the Merchant becomes involved in any manner in any other business, which is direct competitor of the Company, while this Agreement is in effect.
15.3. During the same period the Merchant and guarantor of the Merchant must not employ or seek to employ or engage in any capacity a present Company’s employee or a past Company’s employee who, for a period of no longer than three (3) years, has held an employment Agreement with the Company.
16.1. The Merchant acknowledges that it is in the interests of, and all Merchants of the Company that confidentiality is maintained with respect to all information including internal the Company processes.
16.2. The Merchant and guarantor of Merchant (if any) must not, during the life of this Agreement or at any time after expiry of this Agreement, without prior written consent from the Company, whether directly or indirectly by any other entity or by any employee or agent, use or disclose to any third party, firm or corporation any information in relation to the Company, including internal affairs or processes of the Company or its Service which Merchant has acquired in the course of or as an incident to its activities under or by virtue of this Agreement, and it shall take reasonable precautions to prevent any such use or disclosure by any of its employees except with prior written consent of the Company or as set our below.
16.3. The Merchant can disclose confidential information:
(1) to its professional advisers for the purposes of obtaining professional advice;
(2) to its employees as necessary for the purposes of this Agreement;
(3) as required by law; and
(4) where the information has become public knowledge without breach by the Merchant of the terms of this Agreement.
16.4. These conditions will continue after this Agreement has been terminated or rescinded or has expired.
17. Force Majeure
17.1. The Parties shall not be liable for damages occasioned by or equitable relief related to any failure or delay to perform under any of its obligations under the Agreement (other than obligations for the payment of money) if such failure or delay is caused by fire, accident, acts of God or the elements, war or acts of war, strikes, lockouts, slow-downs, picketing or other labour controversies, sabotage, riots, civil commotion, default or failure of carriers, shortages of labour, inability to obtain materials or parts from regular sources, any action or request of or by any government or governmental authority or any other event or circumstance, whether similar or dissimilar to the foregoing, beyond the control of and without the fault of the party whose performance fails or is delayed thereby.
18. Indemnity against Third Party Claims
18.1. To the extent permitted by the applicable law, the Parties indemnify and agree to hold and keep indemnified each other and their office bearers, employees and contractors of against all third party claims.
18.2. Third party claims shall mean: (1) any actions, demands, suits or proceedings which may be made by any person other than the Parties and (2) any loss or harm suffered or incurred by the Parties as a result of the acts or omission of any third party, arising out of or in connection with this Agreement and the performance of its terms.
18.3. These indemnities do not include any action, demand, proceeding or any loss or harm if and to the extent that they arise out of any wrongful action or omission of the Parties.
18.4. These indemnities do not constitute a general release of the Parties from liability towards each other.
19. Limitation of Liability
19.1. To the extent permitted by the applicable law, the Company shall not, under any set of circumstances, be liable to the Merchant for ANY special, incidental, indirect, punitive or consequential damages, including, but not limited to, loss of profits or data, arising out of Merchant’s use of the Service whether based in contract, tort or any other legal theory, even if advised of the possibility of such damages. This includes damages, which may result from:
(1) the use or inability to use the Services;
(2) unauthorised access to Merchant’s data by third parties;
(3) unauthorised alteration of Merchant’s data by third parties;
(4) any statements and/or conduct of third parties;
(5) any Merchant-generated Content; and
(6) any other matter relating to the Service.
19.2. In no event shall Company’s total liability to you for all damages, losses or causes of action exceed the amount the Merchant has paid to the Company in the last six (6) months, or, if greater, fifty United States dollars (USD $50).
20. Disclaimer of Warranties
20.1. The Merchant undertakes to use the Service at its own risk. To the extent permitted by the applicable law, the Company expressly disclaims ALL warranties or ANY kind, whether expressly, implied or statutory including, but not limited to the implied warranties or merchantability fitness for a particular purpose, title and non-infringement.
20.2. The Company undertakes no warranty:
(1) that the quality of the Service will meet Merchant’s expectations and/or requirements;
(2) that the Service will be timely, secure or error-free; and
(3) that the results provided by the Service will be accurate or reliable.
20.3. The Merchant agrees and acknowledges that:
(1) the Company shall not be responsible for any actions taken by any third party;
(2) the Company does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any third parties;
(3) the Company is not a party to any transaction between the Merchant and the Consumer, and as such, any disputes regarding purchases, Rewards and/or any other aspect of any transaction or other commercial dealings is solely between the Merchant and the Consumer; and
(4) the Company is not responsible for any other party’s compliance with applicable laws, rules or regulations.
20.4. By using the Service and the System, the Merchant acknowledges that the Company may use third party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third party suppliers may be outside of Company’s control. To the maximum extent permitted by law, the Company excludes any liability for any loss or damage resulting from the acts and omissions of such third party suppliers.
21. Entire Agreement
21.1. The Agreement together with attached Annexure hereto constitutes the entire Agreement between the contracting parties concerning the subject matter hereof. All prior Agreements, discussions, representations, warranties and covenants are merged herein. There are no warranties, representations, covenants or Agreements, express and/or implied, between the parties except those expressly set forth in the Agreement. Any amendments or modifications of the Agreement shall be in writing and executed by the contracting parties.
22.1. A notice given under the Agreement may be given by:
(1) a registered post; or
(2) facsimile; or
(3) personal delivery to the party’s last known address or Registered office; or
22.2. Posted notices will be taken to have been received 72 hours after posting unless proved otherwise. Notices delivered or sent by facsimile after 5.00pm will be taken to have been received at 9.00am on the next business day at the place where it is received.
22.3. The contact details of the Company are:
Address: Globetrotter Enterprises Pte Ltd, 140 Robinson Road, Singapore 068907.
23. Governing Law
23.1. This Agreement shall be governed by and construed in accordance with the laws in force in the Republic of Singapore and each party submits to the exclusive jurisdiction of the courts in the Republic of Singapore.
24. Non-Merger and Severability
24.1. The Parties acknowledge and agree that the provisions of this Agreement shall not merge on the termination of this Agreement.
24.2. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the Parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
25. Joint and Several
25.1. Where any party to this Agreement comprises more than one person all their respective obligations, liabilities, covenants and warranties contained in this Agreement will be joint and several in nature.
26.1. The guarantors acknowledge that the Parties have agreed to make this Agreement because guarantors have asked them to do so.
26.2. The guarantors acknowledge that the Company would not have agreed to grant this Agreement unless they agreed to be personally responsible for the obligations of the Merchant to the Company to the full extent of their personal assets.
26.3. The guarantors agree that if there is more than one guarantor each of them can be made responsible for all of the Merchant’s obligations to the Company.
26.4. The guarantors must conduct and oblige to carry out all obligations and conditions of the Merchant in the event that the Merchant fails to comply with all conditions of this Agreement.
26.5. The guarantors shall be fully liable unless it has obtained a written waiver from the Company.
27. Representations and Acknowledgements
27.1. The Merchant acknowledges that no representation, promise, guarantee or warranty was made by or on behalf of the Company to induce the execution of this Agreement which is not expressly set out in the body of this document or in any other document (attached in this Agreement), and, further, that in entering this Agreement it was not relying on any representation by or on behalf of the Company as to the likely profitability of the Company, as to the suitability of the Service or as to any other aspect of the Company and that its decision to enter this Agreement was made with full appreciation of the business risk involved as a result of its own independent evaluation of the Company and after the Merchant’s consultation with its own independent legal, account and other professional and business advisors. The Merchant acknowledges that any financial information provided to the Merchant by the Company prior to the Merchant entering into this Agreement has been provided by the Company using its skill and knowledge and the Company does not give any warranty as to the likely income or profitability of the Company.
27.2. The Merchant acknowledges that in entering into this Agreement it has considered the commercial risks in entering into this Agreement. The Merchant acknowledges that the effectiveness of the Company and the Service largely depends on the Merchant’s own efforts. The Merchant acknowledges that no warranties, representations, terms or conditions have been agreed as to the past or future operation of the Company’s business or its turnover, costs, profitability or value of the Company.
27.3. The Merchant and guarantors of the Merchant (if any) acknowledge that they have:
(1) read and understood this Agreement; and
(2) agree to be bound by the Terms of this Agreement.
28. Personal Information
29.1. The Parties can amend this Agreement upon reaching a mutual agreement in writing.
30. Section Titles
30.1. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
31.1. We may provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services. Notices to you may be made via your Account, email or regular mail.
32. Contact Us
32.1. If you have any questions concerning the Services and/or these Terms or would like to provide WunderPass with some feedback, please contact the support staff at email@example.com or write to the following address:
Globetrotter Enterprises Pte Ltd
140 Robinson Road
32.2. WunderPass shall reply to your request as soon as possible, but no later than two weeks commencing from the receipt of your request.
33. Last Amendment
33.1. These Terms have been last amended on 28th of November 2017.