服务条款

Welcome to Starteam Pte. Ltd. (“Starteam”). Unless the context requires otherwise, references to “we”, “our”, “us” and similar pronouns specifically refer to Starteam. This webpage contains the terms and conditions (these “Terms”) applicable to your use of our Services (as defined herein) and our privacy policy (this “Policy”).

These “Terms” and this “Policy” govern your use of the licenses granted hereunder and our Services.

PLEASE READ THESE TERMS AND THIS POLICY CAREFULLY BEFORE USING OUR SERVICES VIA OUR WEBSITE.

BY USING OUR SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES VIA OUR WEBSITE.

We recommend printing a copy of these Terms and this Policy for future reference. Please note that these Terms and this Policy may be amended from time to time. We will use reasonable efforts to notify you of such amendments pursuant to these Terms and this Policy.

Last updated: 1 December 2024

Introduction

Terms

These Terms represent a legally binding and enforceable agreement between us and each of our clients and users of our Services (as defined hereunder) via our website <https://starteam.sg> (the “Website”), and sets out the rules for using our Services.

Licence

Subject to these Terms, we licence you to use:

• the Website, the data transmitted to the Website, and any updates and supplements to it;
• the related online or electronic documentation (such as any technical specifications to the users of the Website) (the “Documentation”) (if any); and
• the business administration support services that you can access via our Website, including but not limited to, our registered address service, incorporation service, nominee director service, and corporate secretarial service (collectively, the “Services”), and the documents that are generated by our cutting edge computer system and AI in the course of your use of our Services.

Your acceptance of these Terms

By using our Services, you confirm that you accept these Terms (in particular, Your Obligations and Waiver and Release, Limitation of Liability, Indemnity), and that you agree to comply with them. If you do not agree to these Terms, you must NOT use our Services.

Changes to these Terms

1. As we may amend these Terms from time to time, before using our Services, please check these Terms to ensure that you understand the Terms that apply at that time.

2. You recognise and acknowledge that it is impractical and impossible for us to obtain the consent of all our clients before amending these Terms. Accordingly, we shall be entitled to unilaterally change these Terms (i.e., without obtaining your consent) to reflect changes in (i) law, (ii) best practice, or (iii) to deal with the new and/or additional features that we introduce to our Services.

3. We will use reasonable efforts to provide you with a notice of the amendments or changes to these Terms.

4. Any amendments or changes to these Terms will take immediate effect from the date of our notice of the change unless otherwise specified in such notice.

5. If you do not accept the amendments or changes, you must cease usage of our Services immediately.

Account Registration

Registration

Our Services are made available to our clients, who are solely and personally responsible for any and all use of his/her account.

Eligibility

To register for an account to be our client and have access to our service, our clients must:

• be of legal age and capable of forming a binding contract with us. Unless in the case of an individual below the legal age of 18, that individual has obtained permission from his/her parent or legal guardian before registering for an account;
• not be an individual that lack capacity pursuant to Section 4 of the Mental Capacity Act 2008;
• not be individuals that are barred for any reason whatsoever, whether by us or not, from receiving the Services (for e.g., individuals that are listed on any sanctions list maintained by the Singapore government or United Nations, etc.);
• submit truthful and accurate information on details regarding their identity, contact and profile (i.e., no impersonation of other individuals); and
• not and will not authorise any other third parties to use the Services with their account.

Our Discretion

We reserve the right to reject applications or registrations for an account, or suspend or terminate your access to the Services, if, for instance, we have reason to suspect that the information that you had submitted to us is either illegal, inauthentic or inaccurate, or we have reason to suspect that there is any unauthorised use of your account or access to your password, which you are solely responsible for keeping confidential.

Non-Transferable

Your account with us is exclusive and personal to you. Unless we give you our prior written consent, your account, including its benefits, are non-assignable and non-transferable, whether for money, for anything else or for free. Accordingly, you hereby agree that any access provided to you for access to our Website shall not be loaned, transferred, or otherwise shared with any other individual (whether such individual is a client of ours or not). To avoid doubt, any breach of this provision shall result in the termination of your account with immediate effect in accordance with the immediate termination provision hereto.

Non-Refundable

To the extent permitted by law, you acknowledge, agree and confirm that the fees charged to you for your account or your access to the Services are non-refundable, including for the avoidance of doubt, any instances of non-usage by you.

Our Fees and Charges

Fees

By accepting these Terms, you agree to pay all fees for the respective period on a timely basis. If your account has been terminated because of your breach of these Terms, there will be no refund for any unused portion of any fees paid.

Billing

You acknowledge and agree that we have the sole and absolute discretion to determine the billing and payment method(s) from time to time.

As at the date hereof, payments made in the course of your use of our Services may be made by using Stripe, a third-party payment gateway and processing company. In using our Services and making payments to us via Stripe, you warrant that you have read, understood and agree to be bound by Stripe's terms and conditions, and its privacy policies, which are available on Stripe's website <https://www.stripe.com/>.

Your Authorisation

By subscribing to our Services or submitting a request for our Services, you authorise us to automatically renew your subscription and make the debit or credit card charges associated with the account that you registered with us.

Subscription

All subscriptions shall be paid for in advance and in full, and shall be automatically renewed upon the expiry of their respective commitment periods unless terminated at least 3 working days before the commitment period expires. If you terminate our services before the expiry of such commitment periods, there will be no refund for any unused portion of any fees paid.

Payment Details

It is your full responsibility to maintain the accuracy of your bank account details, and to ensure that there are sufficient funds in your nominated account or your debit/credit card is valid with a sufficient credit limit when any fees to us are due. If any debit/charge is unsuccessful, you shall be responsible for any and all administrative fees and/or collection fees that may be imposed.

Outstanding Payments

If you do not make any payment for any of our fees when it is due, we reserve the right to suspend our Services until all outstanding amounts are fully paid.

If you anticipate that you are unable to make any payment for any of our fees, please let us know as early as you possibly can. Any grant of extension of time is subject to our sole and absolute discretion.

Pricing Variation

We reserve the right to review, vary and/or amend the prices and categories of subscriptions, packages, and administrative fees from time to time, at our sole and absolute discretion.

Additional Charges

We, in our sole and absolute discretion, are entitled to impose additional fees and/or costs if you violate any of these Terms or any other general terms and conditions, policies or guidelines that we impose from time to time.

Late Payment Interests

Any late payment of our fees will be subject to an interest rate of 5.33% per annum and will accrue on a daily basis until full payment is received by us.

Our Intellectual Property Rights

Definitions

For the purposes of this provision:

• “Intellectual Property Rights” or “IPR” mean all intellectual property rights, whether registered or not, including pending applications for registration of such rights and the right to apply for such registration or extension of such rights including patents, petty patents, utility models, design patents, designs, copyright (including Moral Rights and neighbouring rights), database rights, rights in integrated circuits and other sui generis rights, trade marks, mask work rights, trading names, company names, business names, service marks, logos, the get-up of products and packaging, geographical indications and appellations and other signs user in trade, internet domain names, social media user names, rights in know-how and any rights of the same or similar effect or nature anywhere in the world; and
• “Moral Rights” mean the non-economic rights of the author or creator of a work protected under the Copyright Act 2021, or any other applicable laws and regulations of any jurisdiction of the world, and it includes but is not limited to the right of attribution enabling such author or creator to be identified as the author or creator of the work, the right of integrity, which protects such work from any alteration, modification, distortion or other treatment in respect of such work, or any other similar rights anywhere in the world.

Reservation of our Intellectual Property Rights

We are and remain the sole owner of all Intellectual Property Rights associated with the Website, the Services, the documents that we generate in the course of your use of our Serivces, and our social media accounts, which are protected by copyright and intellectual property laws and treaties around the world. Our status (and that of any identified contributor (if any)) as the authors of content on our Website or our social media accounts must always be acknowledged. No rights or licences to the foregoing are granted except as expressly set out in these Terms. All of our Intellectual Property Rights are expressly reserved.

Your Personal Use

Without prejudice to our rights, you may print off one copy, and may download extracts of any page(s) from our Website or social media accounts, or the documents that we generate in the course of your use of our Services, for your personal use, and you may draw the attention of others within your organisation or otherwise to content posted on our Website or social media accounts, or the documents that we generate in the course of your use of our Services. However, in doing so, you acknowledge and agree to ensure that these individuals that you disclosed such extract(s) to observes the confidentiality obligations under our privacy policy.

In connection with the foregoing, you must not modify or alter the paper or digital copies of any materials that you have printed off, downloaded or accessed in any way, and you must not use any illustrations, photographs, videos or audio sequences or any graphics separately from any accompanying text.

No Commercial Use

You must not use any part of the content of our Website or social media accounts, or the documents that we generate in the course of your use of our Services, for commercial purposes without obtaining a licence to do so from us or our licensors (as the case may be).

Breach

Without prejudice to our rights, if you print off, copy, download, share or repost any part of our Website or social media accounts, or the documents that we generate in the course of your use of our Services, in breach of these Terms, your right to use our Website or social media accounts, or access our Services must cease immediately, and you must, at our option, return or destroy any copies of the material you have made.

Your Obligations

Breach

You must read and understand this provision before using our Services. Any breach of this provision may result in our immediate termination of your account and access to our Services in accordance with the immediate termination provision hereto.

Acceptable Use Policy

At all times, you shall:

1. not use our Services in any way that could damage, disable, overburden, impair or compromise our operations or interfere with another individual's rights, use or enjoyment of our Services;

2. use our Services only for the purposes that are permitted in these Terms and any applicable law, regulation or generally accepted practices or guidelines (including any of our guidelines (if any));

3. use our Services in connection with a personal purpose and not with any other commercial purpose (e.g., passing off our Services as yours for sale to your clients) except with our prior written consent;

4. have the sole responsibility of protecting the confidentiality of your password and/or email, for which we use to identify you as our client. Any use of your account information by any other individual or third party is strictly prohibited. You agree to immediately notify us of any unauthorised use of your account information or any breach of security of which you have become aware of or should have reasonably been aware of. Use of your account information by any other individual or third party may result in the immediate termination of your membership;

5. not provide or otherwise make available our Services in any form, in whole or in part, to any person without prior written consent from us;

6. not copy or store the Documentation (as defined above), except as part of the normal use of our Services or where it is necessary for your own personal record keeping purposes. To avoid doubt, you may not use or exploit such Documentation for any other purpose (e.g., any commercial purpose) other than for your personal use;

7. not use our Services for any illegal and/or unauthorised purpose;

8. not use our Services in any way that breaches any applicable local, national or international law or regulation;

9. abide by the instructions given by our representatives or personnel;

10. not create a link to this Website from another website or document with our prior written consent;

11. maintain a valid email address so that we may contact you regarding your account, and in the event of any changes to your email address, you shall promptly notify us of the same;

12. promptly provide us with all relevant information which may have a bearing on the Services that you are procuring from us;

13. provide us with all instructions, information and documents as may be reasonably required for us to perform our Services;

14. not provide us with any false, incomplete, outdated or misleading information, or any falsified or forged documents that are required for us to provide you with our Services;

15. not conduct, facilitate, authorise or permit any text or data mining or web scraping in relation to our Website. This includes using (or permitting, authorising or attempting the use of): (i) any 'robot', 'bot', 'spider', 'scraper' or other automated device, program, tool, algorithm, code, process or methodology to access, obtain, copy, monitor or republish any portion of our Website or any data, content, information or Services accessed via the same, and/or (ii) any automated analytical technique aimed at analysing text and data in digital form to generate information which includes but is not limited to patterns, trends and correlation;

16. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Website and the applications software and AI systems that we use in providing the Services, nor attempt to do any such things; and

17. act in a manner that is consistent with these Terms.

Your Warranties

You represent and warrant to us that:

1. where you are procuring our Services on behalf of a company or other recognised form of legal entity, that you have the requisite legal authority to provide us with information and instructions in the procurement of our Services;

2. all information that you provide us with in the course of your use of our Services is true, accurate and up-to-date, and that we may rely on the same without the need for further verification or investigation; and

3. you maintain a valid email address so that we may interact with you regarding your use of our Services and your account. You further represent and warrant to us that you will promptly notify us of any changes to your email address via our Website.

Specific Terms Applicable to our Registered Address Service

By using our registered address service, you agree that:

• all physical mail and letters received by us, including those containing sensitive information such as bank details or PIN, will be uploaded to our Website. Accordingly, you agree to the upload, storage and accessibility of such documents on our Website. To clarify, all such information contained in the physical mails and letters received by us will only be accessible by the individual or entity that has control over your account; and
• in the event of termination or cessation of this service, we retain the right to maintain records of previously uploaded documents for a reasonable duration as required by applicable laws and regulations.

Specific Terms Applicable to our Nominee Director Service

By using our nominee director service, you agree that:

• all of your accounts must be maintained in proper order, by having it audited, but if it is not audited, you must engage our accounting services for the preparation of accounts;
• all your bank statements will be sent to us on the 15th of the following month; and
• you will do all things, including executing all documents, that we may reasonably require for the purpose of us providing you with this service.

Specific Terms Applicable to our Incorporation Service

By using our incorporation service, you agree that you will subscribe to the constitution provided by us (a copy of which can be downloaded here).

Specific Terms Applicable to our Corporate Secretarial Service

By using our corporate secretarial service, you agree that:

• all secretarial records of the company will be maintained in softcopy and physical records (if any) will be discarded except for original share certificates, deeds, or any other document that must be maintained in a physical form for effectiveness and validity;
• where you have made a request via our Website for any corporate secretarial matter, you will receive an email from us acknowledging that we have received and are reviewing your request. The request that you made via our Website constitutes an offer to us and are subject to our acceptance, in our sole and absolute discretion, and we will confirm such acceptance to you by sending an email to you confirming our acceptance of such offers;
• where you have subscribed for our premium package, you may request for the unlimited drafting of the following list of directors' resolution at no additional charge or fee:
• appointment of directors;
• appointment of auditors;
• resignation of directors;
• resignation of auditors;
• change of company name;
• change of business activity;
• change of registered office address;
• change in the particulars of shareholder;
• change in the particulars of shareholder;
• change in the particulars of officers (such as directors);
• increase of share capital;
• we have the right to unilaterally amend and modify our template secretarial documentation without prior notice; and
• you may request for other types of directors' resolutions subject to you accepting our Fees that may be quoted to you on your request.

To be clear, we will offer a representative to act as the company secretary for your companies and be registered as a secretary on the Accounting and Corporate Regulatory Authority to satisfy your companies requirements under Section 171 of the Companies Act 1967. This representative from our organisation will not be involved in the management or operation matters of your companies.

It is further noted that your ability to access the secretarial template documentation via our Services does not establish us as a provider of secretarial services.

Terminating Your Account

Cancellation of Account

You may terminate your account by following the instructions provided by us on our Website, or by our representatives or personnel. You agree to comply with any of our reasonable requests to complete any forms to confirm your termination.

Immediate Termination

We reserve the right to immediately restrict, suspend or terminate your account upon verbal or written notice to you in the following circumstances:

• you have, as determined by us at our sole and absolute discretion, have been found to have breached any provision of these Terms (including but not limited to Non-Transferable and Your Obligations) or any other general terms and conditions imposed by us from time to time; or
• you have failed to make payment of any fees payable to us under these Terms.

Effect of Immediate Termination

If your account is terminated in accordance with the above:

• such termination shall be effective from the date that notice of the same is provided to you (if any);
• you shall remain liable for any and all financial obligations incurred prior to such termination; and
• any and all privileges accorded to you in connection with your account shall be forfeited with immediate effect without any refund whatsoever.

Further, we shall not be liable to you for any liabilities that you may incur as a result of such termination.

Access to our Services

Upon the termination of your account (whether immediate or not), you shall no longer be permitted to access any of our Services. Any monies outstanding shall remain immediately due and payable. You hereby authorise us to deduct any amounts outstanding from any refund (if any) which may otherwise be payable to you. If there is a shortfall, you shall pay the balance of the amounts outstanding immediately.

Rights

The termination or expiration of these Terms is without prejudice to the rights of each party against the other in respect of anything done or omitted under these Terms prior to such termination or expiration. All provisions that by their nature should survive termination shall survive termination including, without limitation, confidentiality provisions, warranty disclaimers, limitations of liability and intellectual property provisions.

Access Devices and System Requirements

System Requirements

By consenting to these Terms, you confirm that the electronic device (e.g., desktop computer, smartphone, laptop computer, etc.) that you use to access your account and view electronic documents (“Access Device”) meets the minimum specifications and requirements necessary to view and retain your electronic documents.

To access your electronic documents on a mobile device, you will need:

• a mobile device (e.g., smartphone) with any of the following operating systems: Android or iOS (iPhone);
• a data plan provided by your wireless carrier and an up-to-date mobile internet browser that is compatible with, and supported by, your operating system (e.g., Google Chrome or Safari);
• if you wish to view pdf files on your mobile device, you will need software that accurately reads and displays pdf files (such as the mobile version of Adobe Reader or Microsoft 365); and
• if you wish to print or retain any electronic documents: a printer and/or storage device that is compatible with the mobile device that you are printing or retaining such electronic documents from.

To access your electronic documents on a desktop computer, you will need:

• a computer with any of the following operating systems: Windows XP or higher, OS X (Apple Macintosh) or higher;
• an internet connection and an up-to-date internet browser that is compatible with, supported by, your operating system (e.g., Microsoft Edge, Firefox, Google Chrome, Safari);
• if you wish to print or retain any electronic documents: a printer and/or storage device that is compatible with the desktop computer that you are printing or retaining such electronic documents from.

Changes to System Requirements

We will notify you if our hardware or software requirements change and whether that change creates a material risk that you would not be able to access or retain your electronic documents. Continuing to use our Services via our Website after receiving notice of the change is the reaffirmation of your agreement to comply with these Terms.

Multiple Access Devices

Your acceptance of these Terms on one Access Device constitutes your acceptance on all Access Devices you use. For example, if you view and accept these Terms on a mobile device, these Terms will apply to electronic documents accessed on a desktop computer (or vice versa).

Additionally, by viewing and accepting these Terms on any Access Device, you demonstrate your ability to access and view electronic documents in the format that the Services are provided on that Access Device and all subsequent Access Devices. If you change Access Devices (or use multiple Access Devices), it is your responsibility to ensure that the new Access Device meets the applicable system requirements and that you are still able to access and view electronic documents on the subsequent Access Device. Continuing your use of our Services on other Access Devices is your reaffirmation of your agreement to comply with these Terms.

WAIVER AND RELEASE, LIMITATION OF LIABILITY, INDEMNITY

Definitions

For the purposes of this provision:

• “Indemnified Persons” mean us (i.e., Starteam Pte. Ltd.), our directors, consultants, officers, agents, employees, representatives, contractors, vendors, and professional advisors; and
• “Loss” and “Losses” mean losses, damages, expenses (including legal fees and expenses), claims, demand, proceedings or liabilities.

Release of Liability

In consideration of our grant of our licence to you for your use of our Services, to the maximum extent permissible under the applicable laws and regulations, you hereby unconditionally and irrevocably waive, release and forever discharge the Indemnified Persons from any and all Losses to your person or property resulting from your use of our Services in breach of any of these Terms, including but not limited to Acceptable Use Policy.

Acknowledgements and Waivers

You hereby acknowledge, understand and agree that:

1. your use of our Services is at your sole risk and responsibility. To the maximum extent permitted by law, in no event shall we be liable to you in contract, tort (including negligence), in equity, under statute or otherwise for any Loss of any nature howsoever incurred or suffered by you of an indirect or consequential nature including loss of turnover, profits, business or goodwill, which may arise out of or in connection with your use of our Services, or our performance or non-performance in connection with your use of our Services (whether or not such Services were rendered with due care and skill or not, and whether they were reasonably fit for their purpose);

2. our Services are provided to you on an “as is” and “as available” basis, without any representations or warranties, express or implied, including without limitation, implied warranties of fitness for any particular purpose. Further, you acknowledge and agree that the availability of our Services may be adjusted on a temporary basis, including for the purposes of maintenance, improvement, repairs, upgrades, special functions and holidays. Accordingly, we do not guarantee that our Services will always be available or uninterrupted. We may suspend, withdraw or restrict the availability of our Services for business and/or operational reasons. We will try to give you reasonable notice of any such suspension or withdrawal. The availability of our Services may be adjusted on a temporary basis, including for the purposes of maintenance, improvement, repairs, upgrades, special functions and holidays;

3. none of the Indemnified Persons have made any representations, warranties, covenants, agreements or guarantees of any kind or character, whether express or implied, oral or written, concerning (i) the value, nature and quality of our Services, (ii) the suitability of our Services, or (iii) any other matter regarding our Services. The entire risk as to the quality and your use of our Services remain with you. If our Services prove defective after your use, you shall assume the entire risk and Loss of such defect;

4. we rely heavily on electronic transmissions such as email and WhatsApp to communicate with you (including our communications to you of important notices and documents). Accordingly, there are inherent risks in any form of electronic communications (such as email), such that it is impossible to guarantee the security and absolute confidentiality of such communications. Therefore, you accept the risk of disclosure or interception of such communications due to the nature of the medium based on the factors that are beyond our reasonable control. Additionally, you accept the risk and Losses of late, incomplete or inaccurate transmissions, non-transmissions, and transmissions that may be corrupted, or which may have incorporated malicious security elements (e.g., viruses and Trojan horses);

5. we rely largely on various applications software and AI to provide our Services to you. Accordingly, there are inherent risks associated in any use of applications software and AI, such that it is impossible to guarantee that such applications software and AI will not make any errors based on the factors that are beyond our reasonable control. Therefore, you accept the risks and Losses of the errors in or made by these applications software and AI;

6. we rely on the information and documents that you provide us with so that we are able to make available our Services to you, and we are not obliged to verify or investigate the authenticity and accuracy of such information. The responsibility to ensure that the information and documents are true, accurate and up-to-date rests completely with you. Accordingly, you accept all risks and Losses that arise out of or in connection with our reliance of the information and documents that you provide us with; and

7. the content published on our Website or our social media account, and all our communications to you are provided to you for general information only. It is not intended to amount to advice which you should rely on. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of such content. Accordingly, you accept all risks and Losses that arise out of or in connection with your reliance of such content.

Sole Remedy

Your sole remedy for dissatisfaction with our Services is to cease usage of our Services.

Maximum Liability

Without limiting the generality of the foregoing, our maximum aggregate liability to you for loss or damages that you suffer in connection with our Services is limited to the amount paid to us in the 12 months prior to the action giving rise to liability.

Indemnity

You hereby give this waiver of liability and indemnity to, and for our benefit. In consideration of the acceptance of your payment for, and agreement to permit you to use our Services, you (except to the extent that the same may be precluded by applicable laws and regulations) hereby fully and forever release, discharge, hold harmless and agree to indemnify the Indemnified Persons from and against any and all Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, which are caused by or result, directly or indirectly, from your use of our Services in breach of any of these Terms, including but not limited to our acceptable use policy.

Claims

To the fullest extent permitted by the applicable laws, such waiver, release and indemnification applies to any and all Losses incurred during, in connection with, arising from, resulting from, connected to, or otherwise caused by, any use of our Services and the conduct and management thereof by us or the Indemnified Persons, whether such Losses result from our negligence, or any other cause.

Discharge from Third Party Liability

You hereby release and discharge the Indemnified Persons from any and all Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, caused or alleged to be caused in whole or in part by the negligence of third-parties for any reason.

You further covenant not to sue the Indemnified Persons for any and all Losses, present or future, known or unknown, foreseeable or unforeseeable, valid or invalid, direct or consequential, caused or alleged to be caused in whole or in part by the negligence of third-parties for any reason.

Our Remedy

Without prejudice to other provisions of these Terms, you acknowledge and agree that, in the event of any breach of these Terms (especially in respect of provisions which by their nature should survive termination), legal remedies may be inadequate for us, who therefore shall be entitled to apply for appropriate equitable remedies, in addition to any other remedies which we may have at law.

Miscellaneous Provisions

Third Parties

We may use third parties to assist us in our operations, and such third parties may have access to your personal data to perform their function. Our Website may also contain links to websites operated by third parties. Such links are provided for convenience only and we disclaim all liability in connection with your use of any third-party platforms or any content posted or published on the third party platforms.

Severability

These Terms are intended to be as broad and inclusive as permitted by the laws of Singapore and if any portion of the Terms is held invalid, the remainder of these Terms shall remain in full force and effect.

No Rights for Third Parties

These Terms shall not give rise to any rights under the Contract (Rights of Third Parties) Act 2001 to enforce any provision of these Terms.

No Waiver

Our delay in enforcing any provision hereunder shall not be construed as a wavier of our right to do so. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking any steps against you in respect of your breach of any of these Terms, that will not mean that you do not have to do those things and it will not prevent us from taking any steps against you at a later date.

Governing Law

These Terms shall be governed by the laws of Singapore.

Dispute Resolution

1. If a dispute arises out of or relates to these Terms, except where urgent interlocutory relief is sought, either party may not commence any proceedings of any nature anywhere in the world in relation to the dispute, unless the following provisions are complied with.

2. A party to these Terms claiming a dispute (the “Dispute”) has arisen under these Terms must give written notice (the “Notice of Dispute”) to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

3. On receipt of the Notice of Dispute, the parties must:

• within 30 days of the Notice of Dispute endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which the parties may mutually agree; and
• if the Dispute is not resolved within 30 days of the Notice of Dispute, the parties must submit the Dispute for mediation at the Singapore Mediation Centre (“SMC”) in accordance with SMC's mediation procedure in force on the date the mediation is commenced before any party may have any recourse to litigation in the Singapore courts. Any party may submit a mediation request to SMC upon which the other party will be bound to participate in the mediation within 45 days thereof. Each party to the mediation must be represented by a person with authority to negotiate and settle the Dispute. SMC will appoint one mediator, the mediation will take place in Singapore in the English language, and any settlement agreement reached will bind the parties. The cost of the mediator will be borne equally by the parties.