The following terms and conditions including any schedules or other terms and conditions as may be found elsewhere in this Site (“Terms”) govern your use and access of the information and features of this Site.
By your continued use of this Site, you have indicated your acceptance and agreement to the Terms of Use as set out herein.
If you do not accept these Terms of Use, you must stop using / accessing this Site.
If you are below 18 years of age, you must obtain consent from your parent(s) or your legal guardian(s), and their acceptance of the Terms of Use herein and that they are responsible for your use of this Site including any charges incurred for the use of any features, services or products purchased.If you do not have the consent from your parent(s) or legal guardian(s), you must stop using / accessing this Site.
Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms and its Schedules.
2.1 Guidelines to the use of Site: You agree to comply with this Terms of Use including any guidelines, notices, operating rules and policies and instructions pertaining to the use and/or access of the Site, including any features and services provided, as well as any amendments and variations to the aforementioned from time to time. We reserve the right to vary and amend these Terms of Use including any guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Site. Your use and access of this Site on or after the date of such variation and/or amendments to these Terms of Use including guidelines, notices, operating rules and policies and instructions shall indicate your acceptance of such revised Terms of Use including guidelines, notices, operating rules and policies and instructions. If you do not accept this condition or the revised Terms of Use including guidelines, notices, operating rules and policies and instructions, you must stop using / accessing the Site.
2.2 Restricted activities: You agree and undertake NOT to: (i) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Site’s data or damage or interfere with the operation of another user’s computer or mobile device or the Site; (ii) post, promote or transmit any materials or information through the Site which are or may be offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which you know or have reason to suspect contains any viruses or damaging components which may detrimentally interfere with the Site or the operation of the Site; (iii) use the Site other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws, or view, listen to, download, print or use the Materials other than as allowed under applicable laws; (iv) use or provide false or misleading information in connection to your use of the Site, to impersonate any person or entity, or to falsely state or otherwise misrepresent your identity or your affiliation with any person or entity; (v) transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or (vi) use software or automated agents or scripts or otherwise create multiple accounts on the Site, or to generate automated searches, requests, or queries to the Site.
2.3 Sales Terms & Membership Terms: In addition to these Terms of Use, the purchase of any Product would be subject to the Sales Terms as set out in Schedule 2, and if you are a Member, the Membership Terms as set out in Schedules 3 and 4 would also apply to you.
2.4 Additional terms: In addition to these Terms of Use, you also acknowledge that you have read, understand, and agree to be bound by additional terms published on this Site, such as our Privacy Policy, which shall be deemed incorporated into these Terms of Use. If you do not agree to be bound by these additional terms, you must stop using / accessing the Site.
3.1 Ownership: The Intellectual Property Rights in and to the Site and the Materials are owned, licensed to or controlled by us, our licensors or our service providers. We and our business partners reserve the right to enforce all our Intellectual Property Rights to the fullest extent of the law.
3.2 Restricted use: No part or parts of the Site, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners.
3.3 Trademarks: The trade marks, service marks, trade names and logos used and displayed on the Site (collectively the“Trademarks”) may be registered or unregistered but in any event used as trade marks by us or our business partners. You have no right or licence to download, reproduce or use such Trademarks in whole or in parts. Nothing on the Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any of our websites or any other website) any Trademarks displayed on the Site, without our written permission or that of any other applicable Trademark owner.
4.1 Public nature of Internet: You acknowledge and agree that your use and your transactions over the Internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. We are not responsible for any inconvenience including any loss or expense you may incur as a result.
4.2 Reliance on Materials: By using this Site including any features or Materials, you acknowledge that any reliance on any Materials or information provided on the Site shall be at your sole risk. You should not act on data or information obtained through the Site without first independently verifying the accuracy or validity of the data or information as may be found in this Site.
4.3 No representations or warranties: The Site and the Materials, including information on Products, are provided on an “as is” and “as available” basis. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Site or the Materials. Without prejudice to the generality of the foregoing, we do not warrant (i) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Site or the Materials; (ii) that the Site or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected; (iii) that the Site and the Materials are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and (iv) the security of any information transmitted by you or to you through the Site. You accept the risk that any information transmitted or received through the Site may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. We neither endorse nor assume any responsibility for the contents of your transmissions or communications through the Site and you are solely responsible therefor.
4.4 Access to the Site: You shall be responsible for obtaining and using the necessary software and/or device, telecommunications services, hardware and/or equipment necessary to obtain access to the Site at your own risk and expense. In particular, you agree and acknowledge that we are not providing you any Internet access or other telecommunication services and that any Internet access or telecommunications services that you may require to access and/or use the Site or the Material will be your sole responsibility and that you will separately obtain such access and/or services, at your own cost, from an appropriate Internet access service provider.
4.5 Exclusion of liability: We shall in no event nor for any reason whatsoever be liable, even if foreseeable or if we or our agents or employees may have been advised of, or otherwise might have anticipated, the possibility or likelihood of such damages, losses or expenses, for any damages, loss or expense, including direct, indirect, special, consequential or punitive damage, or economic loss, or any claims for loss of profits or loss of use, whatsoever or howsoever caused (regardless of the form of action, including tort or strict liability), arising directly or indirectly from or in connection with: (i) any access, use or the inability to access or use the Site; (ii) amounts due from other users of the Site in connection with the purchase of any Product; (iii) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent, program or macros; (iv) any use of or access to any other website or webpage linked to the Site, or from any other party referred by the Site; (v) any services, products, or information, data, software or other material obtained or downloaded from the Site, or from any other website or webpage linked to the Site or from any other party referred by the Site; (vi) your use or misuse of the Site; (vii) damages arising in connection with the downloading or installation of, or the inability to download or install, relevant Materials from the Site, by you or other third party; (viii) sales, customs and/or import or export taxes; (ix) any indirect, incidental, consequential, special or exemplary costs, claims, expenses, loss or damages, even if informed of the possibility of such costs, claims, expenses, loss and damage; (x) downtime costs, lost revenues, profits, business opportunities, anticipated savings or goodwill; (xi) loss, damages or expense arising from or in connection with any loss of data or interruption in use, or availability, of data; (xii) loss or damage suffered by you as a result of, or in connection with, any claims brought against you by any third party which arise out of or in connection with the sale of the Products to you, or its use or resale by you; and (xiii)any defect arising from fair wear and tear, wilful damage, misuse, negligence, accident, abnormal storage and or working conditions, alteration or modification of the Products or failure to comply with our instructions on the use of the Products (whether oral or written).
4.6 Limitation of Liability: Notwithstanding any other provision of these Terms of Use, our maximum cumulative liability to you or to any other party for all claims, suits, demands, actions or other legal proceedings under, arising out of or relating to these Terms of Use (excluding Accepted Orders), will not exceed the sums that you have paid or are payable to us under these Terms of Use (excluding Accepted Orders).
4.7 No formal offer: All information displayed at the Site shall not constitute a formal offer capable of acceptance by you nor is any such information or request(s) to be considered a part of any agreement between us and you. Unless otherwise provided expressly in these Terms of Use or elsewhere in the Site, all Orders are subject to our acceptance.
4.8 Reservation of rights
5.1 Members only: Access to and use of password protected and/or secure areas of the Site are restricted to Members only. Unless you are a member or your application for membership have been approved, you should not obtain or attempt to obtain unauthorised access to such parts of the Site or members-only features, or to any other protected information, through any means not intentionally made available by us for your specific use or access. A breach of this provision may be an offence under the Computer Misuse Act (Chapter 50A) of Singapore.
5.2 Username/Password: A Username and Password may either be (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with the use of and/or access to the Site. You hereby agree to change your Password from time to time and to keep your Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge that or have reason to suspect you’re your Account has been compromised or if there has been any unauthorised use of your Username and/or Password.
5.3 Purported use/access: You agree and acknowledge that any use or purported use of or access to or purported access to the Site or any Order made referable to your Username and Password or via your Account shall be deemed to be, as the case may be:
5.4 No obligation to investigate instructions: We are under no obligation to investigate the authenticity or authority of persons making the Order or to verify the accuracy and completeness of the Order. Accordingly, we may treat the Order as your authentic and duly authorised instructions which are valid and binding on you notwithstanding any error, fraud, forgery, lack of clarity or misunderstanding in the terms of the Order.
5.5 At your own risk: Any risk of misunderstanding, error, loss, damage or expense resulting from the use of the Site is entirely at your own risk and we shall not be liable therefor.
5.6 Orders that have been issued are irrevocable and unconditional: All Orders will be deemed to be irrevocable and unconditional upon transmission through the Site and we shall be entitled (but not obliged) to process such Order(s) without your further consent and without any further reference or notice to you. Nevertheless, in certain circumstances as stated in paragraph 1.5 of the Sales Terms, you may request to cancel or amend the Order which we will endeavour to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, we are not obliged to give effect to any request to cancel or amend any Order.
5.7 The handling of Orders: You acknowledge and agree that we may at any time: (i) at our sole and absolute discretion and without giving any reason or prior notice, require that you identify yourself by alternative means; require any Order to be confirmed through alternative means (including in writing given in person or by fax); and (ii) decline to process the Order at any time without giving any reason or prior notice, including to, without incurring any responsibility for loss, liability or expense arising out of so declining to process, refrain from processing promptly upon any Order in order to verify the authenticity thereof or decline to process the Order where they are ambiguous or incomplete.
6.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
You may not, without our prior written permission, insert a hyperlink to the Site (or any part thereof) on any other website or webpage and you may not establish and/or maintain, on any website or webpage, any in-links, frame-links and/or any other type of hyperlinks to Site or any part thereof (including any Material on the Site).
6.2 Alerts: You may receive specific prompts in respect of certain content or promotions provided by us (“Alerts”) from time to time. Each Alert may be notified by e-mail and/or pop-up screen in your browser. We do not guarantee the delivery, timeliness or accuracy of Alerts. We reserve the right to vary any Alert and to terminate the provision of certain content or the promotion advertised in the Alerts at any time without giving any reason or prior notice. We shall not be liable to you or anyone else for losses, damages or expenses arising from (i) non-delivery, delayed delivery or wrong delivery of an Alert; (ii) inaccurate content of an Alert; or (iii) use or reliance by you on the contents of an Alert for any purpose, including investment and business purposes.
6.3 Advertising: We may attach banners, java applets and/or such other materials to the Site for the purposes of advertising our (or our affiliates’) products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.
7.1 Consent to disclose: You acknowledge and agree that all information and/or particulars sent or submitted by you in relation to any access or use of the Site or which have been collected from your access or use of the Site is non-confidential and non-proprietary unless otherwise expressly indicated by you, and may be used by us or shared with our service providers, agents or business partners and affiliates that we work with in connection with our business. Specifically, the information may be used for the following purposes and you consent to us and/or our personnel disclosing any such information, whether in Singapore or otherwise:
7.2 Collection of data: In addition to the information that you submit, you consent to our systems being programmed to gather certain anonymous data to help us understand how the Site is being used and how we can improve it. This automatically gathered data includes your computer’s IP or “Internet Protocol” address, statistics about how you navigate through the Site, and information provided through the use of “cookies”.
7.3 Contents of transmissions or communications: With respect to all contents of transmissions or communications you make or submit through the Site, we shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and you hereby consent and grant to us and our business partners, a perpetual, non-exclusive, world-wide, royalty-free, irrevocable licence and right to do the same.
7.4 Personal information: We will only use your personal information as set out in our Privacy Policy.
8.1 Termination by us: We, in our sole and absolute discretion, may with immediate effect upon giving you notice, terminate your use of the Site and/or your Account and/or disable the Username and Password. We may bar access to the Site (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Site.
9.1 You will indemnify us against any liability, loss, damage, including solicitor and client costs and expenses (legal or otherwise) which we may sustain or incur, directly or indirectly, by reason of us having made available the Site or having entered into these Terms of Use with you or enforcement of our rights under these Terms of Use or in acting upon any instructions which you may give in relation to the Site or any negligence, fraud and/or misconduct on your part or your breach of these Terms of Use.
10.1 Notices from us: All notices or other communications given to you if:
10.2 Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.
10.3 Other modes: Notwithstanding Clauses 10.1 and 10.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.
11.1 Governing Law: Use of the Site and these Terms shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of the Singapore courts.
11.2 Amendments to Terms of Use: We may by notice through the Site or by such other method of notification as we may designate (which may include notification by way of e-mail), vary and amend the terms and conditions of this Terms of Use, such variation to take effect on the date we specify. If you use the Site after such date, you are deemed to have accepted such variation and amendment. If you do not accept the variation and amendment, you must stop accessing or using the Site and terminate your Account, if any. Our right to vary and amend these Terms of Use in the manner aforesaid may be exercised in our sole absolute discretion.
11.3 Binding and conclusive: You acknowledge and agree that any records of your use and access (including records of any telephone conversations relating to Orders, if any) maintained by us or our service providers relating to or in connection with the Site shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
11.4 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Site and reserves the right to use any service providers, subcontractors and/or agents wherever situated on such terms as we deem appropriate.
11.5 Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.
11.6 Force Majeure: We shall not be liable for any non-performance, error, interruption or delay in the performance of our obligations under these Terms of Use or any Accepted Orders or in the Site’s operation, or for any inaccuracy, unreliability or unsuitability of the Materials or any of the Site’s contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control (which includes acts of God, natural disasters, acts of any government or authority, power failures, and the acts of a party for whom we are not responsible for).
11.7 Severability: The invalidity or unenforceability of any of the provisions in these Terms of Use shall not adversely affect or impair the validity or enforceability of the remaining provisions of these Terms of Use.
11.8 Waiver: In the event of a breach of these Terms of Use by you, our failure to enforce these Terms of Use shall not constitute a waiver of these Terms of Use, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to enforce our rights and remedies in any other situation where you breach these Terms of Use.
11.9 Translation: If these Terms of Use are translated into a language other than English, the English text shall prevail.
11.10 Rights of Third Parties: A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or other similar laws to enforce any of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause 11.10 shall affect the rights of any permitted assignee or transferee of these Terms of Use.
SCHEDULE 1
DEFINITIONS AND INTERPRETATION
1.1. “Accepted Order” means any Order that is placed through your Account or using your email or such means as permitted and accepted by us in our sole and absolute discretion.
1.2. “Date of Order” means the date as indicated on the Order.
1.3. “Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.4. “Materials” means the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Site and the functionalities or services provided therein.
1.5. “Member” refers to a registered user of the Site.
1.6. “Membership” refers to the membership rights and obligations of a Member granted pursuant to the Membership Terms set in schedule 3 and 4.
1.7. “Password” refers to the valid password that you use in conjunction with the Username to access the Site or your Account, if you are a Member.
1.8. “Personal Information” means information that can be used to identify, contact or locate you. Personal Information can include your name, e-mail address, billing address, shipping address, phone number and credit card information.
1.9. “Programme” means any special arrangements, privileges or terms and conditions which TSIC may extend to a particular group of individuals pursuant to the terms and conditions of the Programme as set out in the relevant Schedules.
1.10. “Product” means a product that is available for purchase on the Site.
1.11. “Order” means an offer to purchase a Product(s).
1.12. “Site” refer to www.truehy.sg and/or other URL that we may specify from time to time, and all web pages thereunder
1.13. “Supplier” refers to a company or entity which has entered into a contractual relationship with us to supply one or more of the Products to you.
1.14. “Transaction” refers to all transactions, correspondences between a user of the Site or a member or partner of any of the Programme made available from time to time as TSIC may determine.
1.15. “Terms of Use” refers to this document including the Schedules herein and any guidelines, policies or instructions as we may issue from time to time either posted on this Site or notified to you.
1.16. “Username” refers to the unique login identification name or code which identifies you as a Member.
1.17. “we” and “us” refer to True Social International Corporation Private Limited (Company Registration No. 202420009w), a corporation incorporated in Singapore and having its principal place of business address at 463 MacPherson Road, Singapore 368181.
1.18. “you” and “your” refer to you as the user of the Site.
SCHEDULE 2
SALES TERMS
1. Purchase of Products
Purchases of Products through the Site shall be subject to the following terms and conditions:
1.1. Your compliance: You agree to comply fully with all directions, instructions and/or any other terms and conditions as set out in the Terms of Use or as issued by us from time to time in relation to your offer to purchase of Products through the Site.
1.2. Product description: While we endeavour to provide an accurate description of the Products, we do not warrant that such description is accurate, current or free from error. In the event that the Product you received is reasonably different from the Product as described on the Site, paragraph 3 of the Sales Terms shall apply.
1.3. Placing your Order: You may place an Order by completing the Order form on the Site or via your Account and clicking on the “Place order” button. We will not accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order.
1.4. Our reservation of rights in respect of Orders: All Orders shall be subject to our acceptance and each Order accepted by us (such accepted Order to be referred to as an “Accepted Order”) shall constitute a separate contract. You acknowledge that unless you receive a written notice from us accepting your Order, we shall not be obliged to deliver the Products so ordered to you. For the avoidance of doubt, we reserve the right to decline to process or accept any Order received from or through the Site or via your Account at our absolute discretion.
1.5. Cancellation of Orders
1.5.1. No issuance of Accepted Order: We will cancel your Order if we are unable to accept your Order within 7 business days from your Date of Order.
1.5.2. Cancellation by you: You may cancel your Order at any time before we send out an email informing status of your order has been changed to “Awaiting Shipment”.
1.6. Shipment of Products: You may choose to have the Product delivered to a specified address.
1.6.1. Delivery of Product: If you choose to have the Product delivered:
(i) You acknowledge that delivery of Products is subject to availability. We will make every reasonable effort to deliver the Product to you within the delivery timeframe displayed in the Accepted Order, but you acknowledge that while the availability information on our Site is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed we will inform you accordingly via email and your Product will be dispatched as soon as possible.
(ii) Delivery charges: Delivery of Products shall be subject to prevailing rates charged by our courier save for the following: (i) Delivery within Singapore shall be free of charge and (ii) International deliveries will incur delivery charges. Refer to here for detailed rates.
(iii)You may track the status of the delivery at the “Your Account” page of the Site.
(iv) In the event you do not receive the Product by the projected delivery date and provided that you inform us within 10 business days immediately from such projected delivery date, we will try, to the best of our ability, to locate and deliver the Product. If we do not hear from you within 10 business days from such projected delivery date, you shall be deemed to have received the Product.
2. Prices of Products and accepted payment methods
2.1. Prices of Products: All prices quoted on the Site are subject to taxes, unless otherwise stated. We reserve the right to amend the prices of Products on the Site at any time without giving any reason or prior notice.
2.2. Prices may be displayed in another currency (e.g. MYR), which is an estimate based on the default currency (SGD) of this Site. The currency that you shop with is determined by your shipping destination and will be displayed at checkout before completing your purchase. For prices displayed other than the default currency, the actual amount charged may differ due to varying exchange rates or charges applied by different card issuers. We will not be held liable for any fees relating to varying exchange rates and card issuer fees.
2.3. Payment methods: You may pay for the Product by one of the following: Visa, MasterCard, American Express credit cards or Apple Pay. When you place an Order, actual payment will be only charged upon an Accepted Order.
2.4. Invoicing: We may invoice you upon the due date of any payment under an Accepted Order.
3. Return/Exchange of Products
3.1. Products cannot be returned or exchanged unless the Products are unopened and in their original packaging, and unless such request for return or exchange is made via a written notice within 10 business days of your receipt of the Products under an Accepted Order.
3.2. Any exchange can only be conducted on a one-to-one basis for the same Product as specified in the Accepted Order, subject to our approval and provided that we receive your written request within 10 business days from the Date of Delivery. Physical Products to be exchanged may be couriered to us at your own risk and cost, in its original packaging and in re-saleable condition and with a copy of the Accepted Order.
3.3. We are not obliged to agree to any such return or exchange unless all foregoing conditions in paragraphs 3.1 and 3.2 are met to our satisfaction.
4. Limitation of liability
4.1. Notwithstanding any other provision of these Sale Terms, our maximum cumulative liability to you or to any other party for all claims, suits, demands, actions or other legal proceedings under, arising out of or relating to the sale of Products under each Accepted Order, will not exceed the sums that you have paid to us under such Accepted Order.
SCHEDULE 3
HYDRATION MEMBERSHIP PROGRAM TERMS
The general terms and conditions set out herein shall apply to applicants who sign up and participate as a Member under the Hydration Membership Program with True Social International Corporation Private Limited. These terms and conditions, together with any documents referenced herein, shall form a legally binding agreement between True Social and the Member ("Agreement")
We may revise these terms and conditions at any time without notice to you, and the changes shall take effect when posted on our Website and/or communicated to you. Your continued participation under the Program will constitute your acceptance and agreement to be bound to our revised terms and conditions.
1. Definitions
“Program” means our Hydration Membership Program as described in this Agreement.
“Code” means the unique tracking ID assigned to you when you successfully enroll into the Program.
“Personal Information” means information that can be used to identify, contact or locate you. Personal Information can include your name, e-mail address, billing address, shipping address, phone number, bank account details and credit card information.
“Commission” and “Commission Rate” means the amount described in the Member Platform for each Customer Transaction.
“Member”, “you” and "your" means the party, other than True Social International Corporation Pte Ltd, entering into this Agreement and participating in the Hydration Membership Program
"Member Platform" means the platform that True Social will make available to you upon your acceptance into the Program and for you to use in order to participate in the Program.
“Referrals" means the buyer referred by a Member, who has completed the purchase of any of our Hydration products using the Member’s Code.
“Referral Transaction” and “Transactions” means sale transactions completed by the Referral using the Member’s Code, that are eligible for a Commission pursuant to Clause 9 of this Agreement.
“True Social”, "we", "us" and “our” means True Social International Corporation Pte Ltd.
"Website" means our website at: www.truehy.sg
2. Member’s Applications
2.1 All applicants for the Program must complete the application form on the Website. By submitting an application to us, you are deemed to have read and agreed to these terms and conditions, and you represent and warrant to us that: (i) (where the applicant is an individual) you are at least 18 years of age; (ii) you are capable under the applicable law to enter into and perform your obligations under this Agreement; and (iii) all informatio submitted to us is complete, accurate and up to date
2.2 When you successfully register an Account with us, you become our Member (hereafter referred to as "Member") and your participation in the Program shall be free for the duration of the Program.
3. Acceptance
3.1 Upon your completion of an application form to become a Member, we will review your application and may reach out to you for more information prior to our acceptance of your application.
3.2 Please note that your application will be considered as rejected: (i) if you do not hear from us on your acceptance into the Program within seven (7) days from the date of submission of your application; or (ii) if you fail to provide us with further information pursuant to Clause 3.1 or complete any application criteria.
3.3 If we accept your application to become a Member, you will be provided with a unique code (respectively "Code") for the purposes of the Program. Your account with us ("Account") will be created upon acceptance of your application, and the terms of use governing your Account may be found here.
4. Member's Declaration
4.1 By enrolling into the Program, you hereby:
i. Declare that the information provided by you for the purposes of the enrolment is true and correct. In the event that any Personal Information provided by you for the purpose of the application is subsequently found to be false, misleading or inaccurate, we reserve the right to terminate your participation in the Program or withdraw any approval granted in relation to your enrolment.
ii. Agree that in any legal proceedings that should occur, you shall not dispute the authenticity or accuracy or any statements, records, information recorded or produced by us, based on the information provided by you.
iii. In the event of any breach of this Agreement, we reserve the right to seek all remedies available under law or in equity of such breaches.
4.2 In participating in this Program, you agree that True Social can use your Personal Information provided to us, in accordance with our privacy policy.
5. Intellectual Property Rights
5.1 Should you be required to produce or create any content ("Member’s Content") in connection with the Program, you irrevocably grant to True Social a non-exclusive, transferrable, perpetual, royalty-free, worldwide license to use the Member’s Content, or any portion thereof. The rights granted under this licence shall include without limitation, the right to reproduce, publish, distribute, broadcast and otherwise exploit the Member’s Content, in whole or in part, either alone or accompanied by text, other images, graphics or material, in any and all media for any advertising, publicity, business, trade or other lawful purpose of True Social, without further notice or contract. If applicable, you hereby irrevocably waive all moral rights which may exist now or in future, under the law of any jurisdiction in respect of the Member’s Content;
5.2 You hereby grant to us a non-exclusive, non-transferable, royalty-free right to:
i. use and display your trademarks, service marks and logos in connection with the Program;
ii. use your name, likeness, social media handle(s), website and image ("Likeness") in whole or in part, either alone or accompanied by or combined with other material, for the purposes of the Program.
5.3 True Social shall exclusively own all right, title and interest to all of True Social's content and intellectual property, including without limitation, the "True Hydration" Brand, our trademarks, graphics, logos (collectively, "True Social Marks"), any promotional materials, the Website, the Hydration Membership Program, the Member Platform, Codes, Links, list of clients which include the Referrals, any methods, software, applications, know-how, transactions executed on the Website, list of suppliers and any other data or content which may be disclosed to the Member under this Agreement or during the Program.
5.4 True Social hereby grants the Member a limited, non-exclusive, non-transferable, revocable license to use and display the Codes and/or Links, and any Materials (defined below) in accordance with this Agreement, and only during the Term.
5.5 If we make available our True Social Marks or promotional materials (collectively referred to as "Materials") to you for use in connection with the Program, you hereby agree to:
i. Only use the Materials in the representations that we make available to you, without modifying them in any way;
ii. only use the Materials in connection with the Program;
iii. comply with all guidelines and instructions that we communicate to you;
iv. upon receipt of our instructions, immediately cease using the Materials;
5.6 Upon suspension or termination of the Member’s participation in the Program, the Member shall cease making any representation that it is a Member in the Program and cease all use of the content, Materials, data or information provided to you by True Social.
5.7 Except as expressly provided in this Agreement, no rights or obligations in respect of intellectual property owned by a party shall be granted or implied to have been granted to the other under this Agreement.
6. What to call yourself
6.1 When participating in the Program, you hereby agree: i. to only refer to yourself as a “Member"; and ii. to not refer to yourself as a "partner" or mention that you’ve “partnered with True Social International Corporation Pte Ltd” or make any similar statement to this effect. This includes any press releases, references in videos, listings on your website, social media channels, or in any other marketing material which you may be using.
7. Member’s Benefits
7.1 Member may enjoy the applicable benefits listed on the Member Platform or communicated to them under the Program. We reserve the right to update, modify or discontinue any such benefits from time to time, without any prior notice.
8. Member’s Responsibilities
8.1 Each Member is solely responsible for: (i) maintaining the confidentiality of their personal login details and passwords for their Account; and (ii) for all activities that occur through your Account, whether with or without your authority, knowledge or consent. Each Member shall notify us immediately in writing if he/she is aware of any unauthorised use of his/her Account.
8.2 All Members are expected to uphold the highest standards of practice, be transparent, responsive and honest when performing their obligations under this Agreement.
8.3 All Members represent and warrant that:
i. it shall comply with all instructions, guidelines and policies pertaining to the Program, which may be provided by True Social from time to time;
ii. it shall not do anything prejudicial or detrimental that will bring True Social or any of True Social's brands into disrepute;
iii. it shall not trespass or breach any rules or applicable laws while performing his/her obligations in connection with this Agreement;
iv. it shall practice and promote ethical behaviour in carrying out his/her obligations in connection with this Agreement;
v. it shall not misrepresent his/her relationship with True Social;
vi. the Members Content will not infringe any intellectual property right or any other right of a third party.
9. Referral Transactions
9.1 Validity. You will be eligible for a Commission for any Referral Transaction that is derived from sales generated by the Code that we make available to you. We will pay you a Commission as described in the Member Platform for each Referral who completes a sale using your unique Code (each a "Referral Transaction"), provided that you remain eligible to receive a Commission pursuant to the eligibility requirements set out in Clause 9.2.
9.2 Eligibility. To be eligible for a Commission, a Referral Transaction must have occurred and payment received in full, from the Referral. You will not be eligible to receive a Commission or any other compensation from us from such Transactions when (i) the Referral incorrectly uses the Code and/or Link which results in our inability to track referrals; (ii) Referral chooses to cancel or request for a refund or chargeback of the Transaction; (iii) the Commission Payments and/or Transactions were made or obtained through fraudulent means; (iv) Referral provides inaccurate information resulting in failure of the Transactions; (v) misuse of the Code and/or Link in violation of this Agreement or any other terms that we make available to you or by any other means that we deem to breach the spirit of the Program. Should any of the eligibility requirements in this clause be breached, we reserve the right to void the relevant Transactions and/or clawback the Commission amounts that are already paid.
9.3 Commission and Payment. The Commission will be paid to you: (i)in Singapore Dollars on a monthly basis; and (ii) within 10 business days from the last day of the preceding month, subject to the satisfaction of all other requirements in this Agreement. In order to receive payment under this Agreement, you must have: (i) accepted the terms and conditions in this Agreement; (ii) completed all steps necessary to enroll in the Program in accordance with Clause 2 and any further instructions communicated by us (iii) ensure that you provide us with your valid and up-to-date bank account details. You agree to bear all taxes and fees applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us should there be any.
10. Resource and Support
10.1 We may make available to you, at no cost, resources as part of our Program. We encourage you to participate by reading up and familiarising yourself with the information given to help improve on your prospecting and closing before you start your promotional efforts under this Program.
11. Confidentiality
11.1 You shall keep confidential all information and materials furnished to you by True Social, and all information of a secret, confidential or proprietary nature concerning our company and its business or affairs, which is otherwise not in the public domain that may come into your knowledge or possession as a result of communications between you and us or your participation in the Program (the "Confidential Information").
11.2 In the event that we discover that you have made or intend to make or cause to be made any unauthorised disclosure of the Confidential Information, we will be entitled to take out an injunction against you to restrain you from making any such disclosure. In addition, or in the alternative, as the case may be, we shall be entitled to exercise such legal and equitable remedies as are available in respect of your breach and to further protect our Confidential Information.
12. Suspension of Member’s Account and/or Termination of the Agreement
12.1 Both True Social and a Member may terminate the Agreement at any time without cause, by giving 30 days' written notice to the other party.
12.2 We may suspend a Member’s Account and/or terminate the Agreement immediately by written notice for any of the following reasons:
i. if the Member fails to conduct himself/herself according to the standards set out under clause 8;
ii. if the Member violates any applicable law or is guilty of misconduct or negligence which in the opinion of True Social, will bring True Social into disrepute or any act of dishonesty whether relating to True Social or otherwise;
iii. if the Member is in material breach of this Agreement;
iv. if the Member has acted and/or is acting in a manner prejudicial to the interest of True Social; and
v. if the Member is declared or adjudicated bankrupt by a court of competent jurisdiction.
12.3 Upon termination of this Agreement for any reason, the Member must:
i. return to True Social all Confidential Information which are in the Member’s possession or control;
ii. immediately discontinue all use of all materials and tools we make available to you for your participation in the Program;
iii. immediately discontinue and remove all use of our Materials and references to being a "Member " from your website or social medial channels.
12.4 The Member agrees that he/she will not be eligible to receive any Commission for Referral Transactions which occur after the date of termination of this Agreement. For clarity, Commissions for Referral Transactions which occur before the date of termination of this Agreement will be paid to the Member in accordance with Clause 9.3.
12.5 Termination of this Agreement shall not release the Member from the liability for any violation of this Agreement prior to the date of termination.
12.6 Any provision of this Agreement which is expressly or by implication intended to come into or continue into force on or after such termination (including without limitation to Clauses 6, 10, 12, 13, 14, 15 shall survive the termination of this Agreement and remain in full force and effect).
13. Disclaimers and Limitations of Liability
13.1 The Website, Member Platform, their contents and any information provided by us within the Program, are provided on an 'as is' and 'as available' basis and we make no representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, availability or accuracy of the same.
13.2 We do not represent or warrant that (a) the provision of this Website, the Member Platform or their contents will be secure, timely, uninterrupted or error-free or these will operate in combination with any other hardware, software, system or data; (b) the Website or the Member Platform will meet your requirements or expectations; (c) the quality of information or other materials obtained by you through the Website or Member Platform will meet your requirements or expectations; and (d) the Website, Member Platform or our other applications are free of viruses or other harmful components.
13.3 All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent.
13.4 The Website, Member Platform and their contents may be subject to limitations, delays and other problems inherent to use of the Internet and electronic communications (including problems inherent to the mobile device you use). We are not responsible for any delays, delivery failures, damages, or losses resulting from such problems.
13.5 To the fullest extent permissible under law, in no event shall True Social be liable to you or any third party for any direct, indirect, punitive, exemplary, incidental, special or consequential damages (whether in contract, tort or otherwise) arising out of this Agreement or your use of the Website and/or the Member Platform, including, but not limited to, any loss of use, loss of data, business interruption, loss of income or profits, irrespective of whether True Social had advance notice of the possibility of such damages.
13.6 Without limiting the generality of the foregoing, the maximum liability of True Social for any claim arising out of this Agreement shall not exceed the total Commission amounts the Member has earned for the related Customer Transactions in the 6 month period preceding the date on which the claim arose.
14. Indemnification
14.1 You agree to indemnify, defend and hold harmless True Social, our officers, directors, employees, shareholders, agents, representatives, subsidiaries, affiliates, suppliers and licensors from, and against any claims, proceedings, losses, expenses, damages and costs, including legal fees, arising out of or in connection with your: (a) access and use of the Account, Website and/or the Platform other than in accordance with this Agreement; (b) breach of this Agreement; (c) violation of law; (d) misrepresentation, negligence, fraud, wilful misconduct, or breach of statutory duty; or (e) violation of the rights of a third-party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity.
15. Miscellaneous
15.1 Relationship. You and True Social are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
15.2 Entire Agreement. This Agreement constitutes the entire agreement between True Social and you with respect to the subject matter herein, and supersedes all previous and contemporaneous agreements, proposals, communications, written or oral, related to that subject matter.
15.3 Rights of Third Parties. This Agreement is not intended to benefit any third party, and do not create any third-party beneficiaries. Accordingly, the terms under this Agreement may only be invoked or enforced by True Social or you.
15.4 Nature of Terms. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, this will not affect the legality, validity and enforceability of any remaining provisions.
15.5 Waiver. Except as provided herein, our failure to exercise a right or require performance of an obligation under this Agreement does not affect our ability to exercise such right or require such performance at any time thereafter nor shall the waiver of your breach of this Agreement constitute a waiver of any subsequent breach.
15.6 Assignment. You may not sub-contract or assign your obligations under this Agreement to any third-party without the prior written consent of True Social. True Social may assign or transfer any or all of our rights and obligations under this Agreement without your consent, to any affiliate of True Social or in the event of change of control, or to an acquirer of all, or substantially all of True Social's business, equity or assets.
16. Governing Law and Jurisdiction
16.1 This Agreement is governed by the laws of the Republic of Singapore and any dispute arising under it will be subject to the non-exclusive jurisdiction of the Singapore courts.