UnaBiz Pte Ltd Standard
TERMS AND CONDITIONS FOR IOT SERVICES
V 1.1
The mission of UnaBiz Pte., Ltd (hereinafter “UnaBiz”) is to provide IoT services and help partners and IoT innovators to develop devices and solutions that can make everyday life simpler and better. By using any of UnaBiz products or services the customer hereby agrees to the following terms:
8. Inspection and Rejection of Nonconforming Goods
11. Use of Communication Services.
25. Relationship of the Parties.
26. No Third-Party Beneficiaries
1 Applicability
These terms and conditions of sale (hereinafter “Terms”) are the only terms which govern the sale of the goods (“Goods”) by UnaBiz Pte., (“UnaBiz”). UnaBiz offers different contracts, services, goods, and websites for many different business purposes. Unless otherwise expressly provided, The Standard Terms and Conditions applies to all of our contracts, services, and websites for the provided customer (hereinafter “Customer”).
The accompanying confirmation of sale (the “Sales Confirmation” and these Terms (collectively, this “Agreement”)) comprise the entire agreement between the parties as to the subject matter hereof, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase and/or sell regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. No person may modify, amend or supplement these Terms except as set forth herein. The terms of this Agreement prevail over any terms or conditions contained in any other documentation issued by Customer or any other party. In the event of any conflict between the terms of this Agreement and the terms of any other document issued by Customer, the terms of this Agreement prevail. Notwithstanding anything herein to the contrary, if a written contract signed by UnaBiz and Customer is in existence covering the sale of the Goods covered hereby, the terms and conditions of that contract shall prevail to the extent they are inconsistent with these Terms.
2 Delivery
UnaBiz will use commercially reasonable efforts to deliver the Goods on or before the requested delivery date, subject to availability of raw materials and finished Goods. Delivery dates are estimates only and are without obligation unless UnaBiz has expressly confirmed otherwise. UnaBiz shall not be liable for or in respect of any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery. Delivery is subject to UnaBiz timely receiving the correct supplies to manufacture the Goods. UnaBiz will notify Customer of any delays in procuring such raw materials and, should there be a delay in obtaining such raw materials, the delivery date will be postponed by an appropriate period by UnaBiz.
Unless otherwise agreed in writing by the parties, UnaBiz will make the Goods available to Customer or Customer’s carrier at Delivery Point using UnaBiz’s standard methods for packaging and making available such Goods. Customer shall take delivery of the Goods within five (5) days of UnaBiz’s written notice that the Goods have been delivered to the Delivery Point. Customer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. No delay in the shipment or delivery of any Goods relieves Customer of its obligations under this Agreement, including accepting delivery of any remaining installment or other orders of Goods. UnaBiz may, in its sole discretion, without liability, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order. If, for any reason, Customer fails to accept delivery of any of the Goods on the date fixed pursuant to UnaBiz’s notice, or if UnaBiz is unable to deliver the Goods on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Customer as of such date; (ii) the Goods shall be deemed to have been delivered as of such date; and (iii) UnaBiz, at its option, may store the Goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3 Non-Delivery
The quantity of any installment of Goods as recorded by UnaBiz on dispatch from UnaBiz’s place of business is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence to the contrary.
UnaBiz shall not be liable for any non-delivery of Goods unless Customer gives written notice to UnaBiz of the non-delivery within five (5) days of the date when the Goods should have been received.
Any liability of UnaBiz for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
4 Quantity
If UnaBiz delivers to Customer a quantity of Goods of up to 5% more or less than the quantity set forth in the relevant sales confirmation, Customer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.
5 Shipping Terms
Delivery shall be made EXW (ex works) (Incoterms 2010) at Delivery Point, unless otherwise agreed by both parties.
6 Title and Risk of Loss
Title and risk of loss passes to Customer upon delivery of the Goods at the Delivery Point. To secure Customer’s prompt and complete payment and performance of any and all present and future indebtedness, obligations, and liabilities of Customer to UnaBiz under this Agreement, Customer hereby grants UnaBiz a first-priority security interest, prior to all other liens and encumbrances, in all inventory of Goods purchased under this Agreement, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Customer acknowledges that the security interest granted under this Section 6 is a purchase-money security interest under the laws of the site where Customer is located. UnaBiz may file a financing statement for the security interest and Customer shall execute any statements or other documentation necessary to perfect UnaBiz’S security interest in the products. Customer also authorizes UnaBiz to execute, on Customer’s behalf, statements or other documentation necessary to perfect UnaBiz’S security interest in the products. UnaBiz is entitled to all applicable rights and remedies of a secured party under applicable law.
7 Amendment and Modification
Unless these Terms be amended or modified in writing and signed by an authorized representative of each party, we reserve the right to make changes to this Terms at any time and for any reason. We will alert the Customer about any changes by updating the “Last updated” date of this Terms.
8 Inspection and Rejection of Nonconforming Goods
Customer shall inspect the Goods within ten (10) days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies UnaBiz in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by UnaBiz. “Nonconforming Goods” means only the following:
(i) Goods shipped are different than identified in Customer’s purchase order;
(ii) a label on, or packaging of, the Goods incorrectly identifies its contents; or
(iii) Goods identified as defective by Customer during the Inspection Period or otherwise rejected during the Inspection Period, subject to the terms hereof.
If Customer timely notifies UnaBiz of any Nonconforming Goods, UnaBiz shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Customer in connection therewith in which case Customer shall ship, at UnaBiz’s expense and risk of loss, the Nonconforming Goods to [UnaBiz FACILITY]. If UnaBiz exercises its option to replace Nonconforming Goods, UnaBiz shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at Customer’s expense and risk of loss, the replaced Goods to the Delivery Point.
Customer acknowledges and agrees that the remedies set forth in Section 8 are Customer’s exclusive remedies for the delivery of Nonconforming Goods.
9 System Use Disclaimer
UnaBiz will use best efforts to offer the Customer an electronic service that is reliable, secure, and capable of meeting the Customer’s needs. From time to time, however, interruptions, delays, errors or other deficiencies in service may occur. This may be due to a variety of factors, most of which are outside UnaBiz’s control, including interruptions in the accessibility of the Internet, a system outage in facilities of a third party service provider. Each of these factors can contribute to delays or errors in service or system outages. Use of the System does not directly or indirectly transfer to UnaBiz any liabilities associated with the Customer’s usage. UnaBiz will not be liable for any loss or damage arising from completing or not completing the Customer’s usage.
Using electronic, online, and automated telephone services, software, systems and facilities made available by UnaBiz are subject to the following:
(a) The system is not guaranteed. Neither UnaBiz, nor third-party owners, licensors or suppliers of equipment, software, systems, services or facilities used or made available in connection with a service offered by UnaBiz are liable for any representation, warranty or condition, whether express or implied, concerning the System or the use thereof, including, without limitation, that the System will meet the Customer’s needs or that the System will be available for use at any particular time or for any particular purpose or will operate error-free. Without limiting the foregoing, any express or implied, direct or indirect, representations, warranties and conditions in respect of the System arising or implied by statute, common law, custom, usage of trade, course of performance, course of dealing or otherwise, including, but not limited to, any warranties on conditions of merchantable quality and fitness for a particular purpose are expressly excluded when accessing or using the System.
(b) The System may contain links to third-party websites for convenience only. UnaBiz does not endorse and is not responsible or liable for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these third-party websites.
10 Link to Third Party Sites
The UnaBiz website may contain links to other websites (hereinafter “Linked Sites”). The Linked Sites are not under the control of UnaBiz and UnaBiz is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. UnaBiz is not responsible for webcasting or any other form of transmission received from any Linked Site. UnaBiz is providing these links to the Customer only as a convenience, and the inclusion of any link does not imply endorsement by UnaBiz of the site or any association with its operators.
11 Use of Communication Services
UnaBiz’s service may contain communication facilities designed to enable the Customer to communicate with the public at large or with a group (hereinafter “Communication Services”), the Customer agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, Customer agree that when using a Communication Service, the Customer will not:
(a) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
(b) Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory,infringing, obscene, indecent or unlawful topic, name, material or information.
(c) Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless the Customer own or control the rights thereto or have received all necessary consents.
(d) Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
(e) Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
(f) Conduct or forward surveys, contests, pyramid schemes or chain letters.
(g) Download any file posted by another user of a Communication Service that the Customer know, or reasonably should know, cannot be legally distributed in such manner.
(h) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
(i) Restrict or inhibit any other user from using and enjoying the Communication Services.
(j) Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
(k) Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
(l) Violate any applicable laws or regulations.
UnaBiz has no obligation to monitor the Communication Services. However, UnaBiz reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. UnaBiz reserves the right to terminate the Customer’s access to any or all of the Communication Services at any time without notice for any reason whatsoever. UnaBiz reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in UnaBiz’s sole discretion.
Always use caution when giving out any personally identifying information in any Communication Service. UnaBiz does not control or endorse the content, messages or information found in any Communication Service and, therefore, UnaBiz specifically disclaims any liability with regard to the Communication Services and any actions resulting from the Customer’s participation in any Communication Service. Managers and hosts are not authorized UnaBiz spokespersons, and their views do not necessarily reflect those of UnaBiz. Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. The Customer is responsible for adhering to such limitations if the Customer download the materials.
12 Data privacy and protection
UnaBiz is committed to protecting customers privacy and maintaining the confidentiality and security of customers personal information. The Oct. 23, 2018 version PRIVACY POLICY OF UnaBiz (https://www.unabiz.com/privacy-policy/) explains the manner in which UnaBiz collects, utilizes and maintains non-public personal information about customers who are individuals, as required under the applicable law. By using any of UnaBiz products or services the customer also hereby agrees to our Privacy Policies and usage of Anonymized and Aggregated Data.
Unless otherwise stated, Customer grants UnaBiz and it’s Affiliates a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, transmit, sub-license, index, model, aggregate (including with other customers’ data), publish, display and distribute any anonymous information derived from Customer Data (such as, but not limited to, web browser, screen resolution, and mobile device-type information).
The UnaBiz Service may be integrated with or may otherwise interact with third-party applications, websites, and services and third-party Devices to make the UnaBiz Service available to you. These Third Party Applications and Devices may have their terms and conditions of use and privacy policies, and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies.
13 Price
Customer shall purchase the Goods from UnaBiz at the prices (the “Prices”) set forth in UnaBiz’s published price list in force as of the date of delivery of Goods to Customer.
All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes to ensure that UnaBiz receives a net amount equal to the amount which UnaBiz would have received in the absence of any such deduction or withholding. Payment shall not operate to waive or prejudice any of UnaBiz’s rights under the Contract or otherwise.
14 Payment Terms
Unless otherwise agreed by both parties, UnaBiz shall issue invoices to Customer for each purchase order accepted by UnaBiz. Only when we confirm receipt of full payment and all order details, we can only start processing the Customer’s order. Customer shall make all payments hereunder by wire transfer or check and in US dollars.
Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse UnaBiz for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which UnaBiz does not waive by the exercise of any rights hereunder), UnaBiz shall be entitled to suspend the delivery of any Goods if Customer fails to pay any amounts when due hereunder and such failure continues for fifteen (15) days following written notice thereof.
Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with UnaBiz.
The inability of Customer to collect the purchase price for any product incorporating or otherwise using the Goods does not affect Customer’s obligation to pay UnaBiz for any Goods.
15 Limited Warranty
(a) UnaBiz warrants solely to and for the benefit of Customer, for a period of one (1) year from the date of shipment of the Goods (“Warranty Period”), such Goods will materially conform to UnaBiz’s published specifications in effect as of the date of manufacture and will be free from material defects in material and workmanship.
(b) Except for the limited warranty set forth in section 15(a), UnaBiz makes no warranty whatsoever with respect to the goods, including any
(i) warranty of merchantability;
(ii) warranty of fitness for a particular purpose;
(iii) warranty against infringement of intellectual property rights of a third party; or
(iv) performance of goods to standards specific to the country of import;
whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed. customer acknowledges that it has not relied on any representation or warranty made by UnaBiz, or any other person on UnaBiz’s behalf, except as specifically described in section 15(a) of this agreement.
(c) It is the customer’s responsibility to ensure that any goods purchased hereunder are fit and sufficient for their intended use. Customer shall be solely responsible for determining appropriateness of the particular good with respect to the customer’s application. Customer acknowledges that it alone has determined that the goods will meet its requirements of the intended use in all cases. Customer shall not use the goods for a product or service involving serious risk to life or property without ensuring that the product or service as a whole has been designed to address the risks, and that the goods are properly rated and installed for the intended use within the overall product or service.
(d) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporate, be incorporated into, attach, be attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 15(a). For the avoidance of doubt, UnaBiz makes no representations or warranties with respect to any third party product, including any
(i) warranty of merchantability;
(ii) warranty of fitness for a particular purpose;
(iii) warranty of title;
(iv) warranty against infringement of intellectual property rights of a third party; or
(v) performance of goods to standards specific to the country of import;
whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed.
(e) The Warranty Period will only remain in full force and effect for one (1) year including:
(i) Customer gives written notice of the defect, reasonably described, to UnaBiz within fifteen (15) days of the time when Customer discovers or ought to have discovered the defect or learns of the defect from a customer;
(ii) UnaBiz is given a reasonable opportunity after receiving the notice to examine such Goods and Customer (if requested to do so by UnaBiz) returns such Goods to UnaBiz’s place of business at UnaBiz’s cost for the examination to take place there; and
(iii) UnaBiz reasonably verifies Customer’s claim that the Goods are defective.
(f) UnaBiz shall not be liable for a breach of the warranty set forth in Section 15(a) if:
(i) Customer makes any further use of such Goods after giving such notice;
(ii) the defect arises because Customer failed to follow UnaBiz’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods;
(iii) any person other than UnaBiz alters or repairs such Goods without the prior written consent of UnaBiz; or
(iv) the Goods have been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress or abnormal environmental conditions.
(g) Subject to Section 15(e) and Section 15(f) above, with respect to any such Goods during the Warranty Period, UnaBiz shall, in its sole discretion, either:
(i) repair or replace such Goods (or the defective part) or
(ii) credit or refund the price of such Goods at the pro rata contract rate provided, that, if UnaBiz so requests, Customer shall, at UnaBiz’s expense, return such Goods to UnaBiz.
UnaBiz is responsible for all costs and risk of loss associated with the delivery of defective goods to [UnaBiz FACILITY] for warranty replacement. UnaBiz is responsible for all costs and risk of loss associated with the delivery of replaced Goods to the Delivery Point. Customer has no right to return for replacement, credit or refund any Goods except as set out in this Section 15(g).
(h) the remedies set forth in section 15(g) shall be the customer’s sole and exclusive remedy and UnaBiz’s entire liability for any breach of the limited warranty set forth in section 15(a).
16 Limitation of Liability
In no event shall UnaBiz be liable to customer, any customer of customer or any third party for any loss of use, revenue or profit or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not UnaBiz has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
In no event shall UnaBiz’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to UnaBiz for the goods sold hereunder in the one (1) year prior to the claim.
17 Indemnification
Customer shall indemnify and hold harmless UnaBiz, its parents, affiliates, directors, officers, and employees from and against all liabilities, losses, claims, costs and expenses (including attorney’s fees and expenses) related to any claim, investigation, litigation or proceeding (whether or not UnaBiz is a party) which arises or is alleged to arise from Customer’s acts or omissions under these Terms or in any way with respect to the Goods, including Customer’s or its customers’ decisions to combine those Goods with Third Party Products.
18 Intellectual Property
Customer acknowledges and agrees that:
(a) any and all of UnaBiz’s intellectual property rights in the Goods, tangible or intangible objects related to the Goods, design drawings, samples, price quotations and similar business items related to the Goods or in any materials included with the Goods are the sole and exclusive property of UnaBiz;
(b) Customer shall not acquire any ownership interest in any such UnaBiz intellectual property rights under this Agreement or by the purchase, resale or use of the Goods;
(c) any goodwill derived from the use by Customer or any of Customer’s customers of UnaBiz’s intellectual property rights inures to the benefit of UnaBiz or its licensors, as the case may be;
(d) if Customer acquires any intellectual property rights in or relating to the Goods, tangible or intangible objects related to the Goods, design drawings, samples, price quotations and similar business items related to the Goods or in any materials included with the Goods purchased under this Agreement (including any rights in any copyright, trademarks, derivative works or patent improvements relating thereto), by operation of law or otherwise, these rights are deemed and are hereby irrevocably assigned to UnaBiz or its licensors, as the case may be, without further action by either party.
19 Compliance with Law
Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Customer shall comply with all export, import, and other relevant laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Customer. Customer assumes all responsibility for shipments of Goods requiring any government import clearance. UnaBiz may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
20 Termination
In addition to any remedies that may be provided under these Terms, UnaBiz may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
(a) fails to pay any amount when due under this Agreement;
(b) has not otherwise performed or complied with any of these Terms, in whole or in part; or
(c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
UnaBiz may terminate this Agreement for any or no reason, upon notice to Customer.
21 Waiver
No waiver by UnaBiz of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by UnaBiz. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
22 Confidential Information
(a) UnaBiz may disclose or make available to Customer information about its business affairs, goods and services, confidential information, and materials comprising or relating to intellectual property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information; such information, as well as the terms of this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” constitutes “Confidential Information” hereunder. Confidential Information excludes information that, at the time of disclosure:
(i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 22 by Customer;
(ii) is or becomes available to Customer on a non-confidential basis from a third-party source, provided, that such third party is not and was not prohibited from disclosing such Confidential Information;
(iii) was known by or in the possession Customer before being disclosed by or on behalf of UnaBiz;
(iv) was or is independently developed by Customer without reference to or use of, in whole or in part, any of the Confidential Information; or
(v) must be disclosed under applicable Law.
(b) Customer shall, for five (5) years from receipt of such Confidential Information:
(i) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as Customer would protect its own confidential information, but in no event with less than a commercially reasonable degree of care;
(ii) not use the Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and
(iii) not disclose any such Confidential Information to any person. Should the Confidential Information be a trade secret, then Customer shall safeguard and protect that information until it no longer is secret. Customer shall be responsible for any breach of this Section 22 caused by any of its personnel or representatives. On the expiration or earlier termination of this Agreement, Customer shall promptly return all Confidential Information including copies that it has received under this Agreement.
(c) A breach or threatened breach by Customer of any of its obligations under this Section 22 would give rise to irreparable harm to UnaBiz for which monetary damages would not be an adequate remedy, and in the event of a breach or a threatened breach by Customer of any of these obligations, UnaBiz shall, in addition to any and all other rights and remedies that may be available to UnaBiz be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages do not afford an adequate remedy. Customer agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief, or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 22.
23 Force Majeure
UnaBiz shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of UnaBiz including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided, that, if the event in question continues for a continuous period in excess of thirty (30) days, Customer shall be entitled to give notice in writing to UnaBiz to terminate this Agreement.
24 Assignment
Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of UnaBiz, which consent may be withheld in UnaBiz’S sole discretion. Any purported assignment or delegation in violation of this Section 24 is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
25 Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
26 No Third-Party Beneficiaries
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
27 Governing Law
All matters arising out of or relating to this Terms will be governed by and construed in accordance with the legal system of Singapore. Any dispute arising from or relating to this Agreement shall be brought to Singapore Subordinate Courts, for the first instance.
28 Notices
All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid) or email us via https://www.unabiz.com/contact/. Except as otherwise provided in this Agreement, a Notice is effective only:
(a) upon receipt of the receiving party, and
(b) if the party giving the Notice has complied with the requirements of this Section 28.
29 Severability
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
30 Survival
Provisions of these Terms which should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
Last updated: 2022/07/22
