TERMS & CONDITIONS
1.1 Welcome to the SinggahBeli platform (the “Site”). These terms and conditions (“Terms and Conditions”) apply to the Site, KOPETRO Retail Sdn. Bhd. (Co. No.: 1017100-A), and all of its divisions, subsidiaries, corporate group and affiliate operated Internet sites which reference these Terms and Conditions. “SinggahBeli” means KOPETRO Retail Sdn. Bhd., a company duly incorporated in Malaysia under Companies Act 1965 with Company No.: 1017100-A and having its principal place of business at Block C-18-2, Megan Avenue II, No. 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia. Please read the following Terms and Conditions carefully before using this Site or opening a SinggahBeli account (“Account”) so that you are aware of your legal rights and obligations with respect to KOPETRO Retail Sdn. Bhd. and its Affiliates or corporate group and its parent institution (individually and collectively, “SinggahBeli”, “we”, “us” or “our”).
1.2 The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by SinggahBeli client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (“Content”).
1.3 By accessing the Site, you confirm your understanding of the Terms and Conditions. If you do not agree to these Terms and Conditions of use, you shall not use this website. The Site reserves the right, to change, modify, add, or remove portions of these Terms and Conditions of use or any Specifications or Guidelines governing the Services at any time in our sole discretion.
1.4 All changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions of use regularly for updates. Your continued use of the Site following the posting of changes to these Terms and Conditions of use constitutes your acceptance of those changes.
2. USE OF THE SITE
2.2 The Services include an online platform service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and SinggahBeli is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract.
2.3 Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. SinggahBeli is not involved in the transaction between Users. SinggahBeli may or may not pre-screen Users or the Content or information provided by Users. SinggahBeli reserves the right to remove any Content or information posted by you on the Site. SinggahBeli cannot ensure that Users will actually complete a transaction.
2.4 The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms and Conditions or if you fail to comply with any term or condition of these Terms and Conditions. In any such event, SinggahBeli may effect such termination with or without notice to you.
2.5 You agree not to:
a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions;
c) use the Services to harm minors in any way;
d) use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
f) remove any proprietary notices from the Site;
g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of SinggahBeli;
h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
i) use the Services for fraudulent purposes;
j) manipulate the price of any item or interfere with other User’s listings;
k) take any action that may undermine the feedback or ratings systems;
l) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by SinggahBeli with respect to the Services and/or data transmitted, processed or stored by SinggahBeli;
m) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
n) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
o) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
p) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation;
q) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, rou- tines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
r) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Us- ers of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
s) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User’s use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
t) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
u) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not hav- ing the force of law) relating to anti-money laundering or counter-terrorism;
v) use the Services to violate the privacy of others or to “stalk” or otherwise harass another;
w) infringe the rights of SinggahBeli, including any intellectual property rights and any passing off of the same thereof;
x) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
y) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.
2.6 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This
means that you, and not SinggahBeli, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will SinggahBeli be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.
2.7 You acknowledge that SinggahBeli and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. Without limiting the foregoing, SinggahBeli and its designees shall have the right to remove any Content (i) that violates these Terms and Conditions; (ii) if we receive a complaint from another User; (iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by SinggahBeli or submitted to SinggahBeli, including, without limitation, information in SinggahBeli Forums and in all other parts of the Site.
2.8 You acknowledge, consent to and agree that SinggahBeli may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over SinggahBeli or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of SinggahBeli, its Users and/or the public.
3. VIOLATION OF OUR TERMS AND CONDITIONS
Violations of this policy may result in a range of actions, including, without limitation, any or all of the following: [i] Listing deletion, [ii] Limits placed on Account privileges, [iii] Account suspension and subsequent termination, [iv] Criminal charges, and [v] Civil actions, including without limitation a claim for damages and/or interim or injunctive relief. If you believe a User on our Site is violating these Terms and Conditions, please contact firstname.lastname@example.org.
4. LIMITED LICENSE
4.1 SinggahBeli grants you a limited, non-transferable and revocable license to access and use the Site or Services subject to the terms and conditions of these Terms and Conditions. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of SinggahBeli and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein.
4.2 By using or accessing the Services you agree to comply with the copyright, trade- mark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly dis- play, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
4.3 Commercial use or use on behalf of any third party is prohibited, except as explicitly permitted by us in advance. Any breach of these Terms and Conditions shall result in the immediate revocation of the license granted in this paragraph without notice to you.
4.4 Content provided on this site is solely for informational purposes. Product representations expressed on this Site are those of the vendor and are not made by us. Submissions or opinions expressed on this Site are those of the individual posting such content and may not reflect our opinions.
4.5 Certain services and related features that may be made available on the Site may require registration or subscription. Should you choose to register or subscribe for any such services or related features, you agree to provide accurate and current information about yourself, and to promptly update such information if there are any changes. Every user of the Site is solely responsible for keeping passwords and other account identifiers safe and secure. The account owner is entirely responsible for all activities that occur under such password or account. Furthermore, you must notify us of any unauthorized use of your password or account. The Site shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this section.
4.6 SinggahBeli reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.
4.7 By using SinggahBeli services or opening an account, you give your irrevocable acceptance of and consent to the terms of these Terms and Conditions, including
those additional terms and conditions and policies referenced herein and/or linked hereto.
4.8 If you do not agree to these terms, please do not use our services or access the site. if you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country (the “legal age”), you must get permission from a parent or legal guardian to open an account and that parent or legal guardian must agree to the terms of these Terms and Conditions. If you do not know whether you have reached the legal age, or do not understand this section, please do not create an account until you have asked your parent or legal guardian for help. If you are the parent or legal guardian of a minor who is creating an account, you must accept the terms of these Terms and Conditions on the minor’s behalf and you will be responsible for all use of the account or company services using such account, whether such account is currently open or created later.
4.9 Any individual or entity that wants to use the Service must accept the terms of these Terms and Conditions without change. BY CLICKING THE ACCEPT TERMS AND CONDITIONS BUTTON, YOU AGREE TO BE BOUND BY ALL TERMS OF THESE TERMS AND CONDITIONS AND ALL SPECIFICATIONS AND GUIDELINES INCORPORATED BY REFERENCE.
5. ACCOUNTS AND SECURITY
5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify SinggahBeli of any unau- thorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all ac- tivities that occur under your User ID and Account even if such activities or uses were not committed by you. SinggahBeli will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.
5.3 You agree that SinggahBeli may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Ac- count and your User ID, and remove or discard from the Site any Content associat- ed with your Account and User ID. Grounds for such termination may include, but
are not limited to, (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms and Conditions, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts for illegitimate reasons, or (e) behaviour that is harmful to other Users, third parties, or the busi- ness interests of SinggahBeli. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, SinggahBeli may terminate your Account immediately with or without notice.
5.4 Users may terminate their Account if they notify SinggahBeli in writing (including via email at email@example.com) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transac- tion (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact SinggahBeli after he or she has promptly and effectively carried out and completed all incom- plete transactions according to the Terms and Conditions. SinggahBeli shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this section. Users waive any and all claims based on any such ac- tion taken by SinggahBeli.
5.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.
6. USER SUBMISSIONS
6.1 Any material, information or idea you post on or through the Services, or otherwise transmit to SinggahBeli by any means that you submit to the Site and/or provide to us, including but not limited to, questions, reviews, comments, and suggestions (collectively, “Submissions”) will become our sole and exclusive property and shall not be returned to you. In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit, in connection with such review, comment, or other content. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions. We may, but shall not be obligated to, remove or edit any Submissions.
6.2 Eligibility. You may only submit Submissions to the Service for which you hold all intellectual property rights; i.e. you must own all rights to such image or have the authorization of the person who does own those rights. The Service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit Submissions to the Service. Further, you may not submit any personally identifiable information about any child under the age of 13.
6.3 License Grant for Submissions. You hereby grant to SinggahBeli and its Affiliates or corporate group a worldwide, non-exclusive, royalty-free, perpetual right and li- cense to (a) reproduce, distribute, transmit, publicly perform and publicly display the Submissions, in whole or in part, in any manner and Media, (b) modify, adapt, translate and create derivative works from the Submissions, in whole or in part, in any manner and Media, and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without a fee.
6.4 License for Name, Trademarks and Likenesses. You hereby grant to SinggahBeli, its Affiliates, corporate group and sublicensees a non-exclusive, irrevocable, worldwide, royalty-free license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Submissions. You grant SinggahBeli, its Affiliates or corporate group and sublicensees the right to use the name that you submit in connection with the Submissions.
6.5 Specifications and Guidelines. You agree to submit Submissions to us in accordance with all guidelines for use of the Service posted on the firstname.lastname@example.org web site or of which you are otherwise notified (“Guidelines”), as these Guidelines may be changed in the future.
6.6 No Obligation. Although we have the right to include your Submissions in the Service or in any Media, we do not have the obligation to do so. We may, in our sole discretion and for any reason, refuse the Submissions or remove them from our Service at any time.
6.7 You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution.
7. ORDER ACCEPTANCE AND PRICING
7.1 Please note that there are cases when an order cannot be processed for various reasons. The Site reserves the right to refuse or cancel any order for any reason at any given time. You may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order.
7.2 We are determined to provide the most accurate pricing information on the Site to our users; however, errors may still occur, such as cases when the price of an item is not displayed correctly on the website. As such, we reserve the right to refuse or cancel any order. In the event that an item is mispriced, we may, at our own discretion, either contact you for instructions or cancel your order and notify you of such cancellation. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card or bank account charged.
GST will be implemented in Malaysia with effect from 1 April 2015 at the rate of 6%. It will replace the existing sales tax and service tax. Prices of Items and services provided by KOPETRO Retail Sdn. Bhd., being GST registered company, will include GST where applicable. Please refer to the GST Act 2014 published in the gazette on 19 June 2014 and the GST Regulations 2014 issued on 30 June 2014. GST is under the jurisdiction of the Royal Malaysian Customs Department (“Customs Department”).
9. INTELLECTUAL PROPERTY, TRADEMARKS AND COPYRIGHTS
9.1 All intellectual property rights, whether registered or unregistered, in the Site, information content on the Site and all the website design, including, but not limited to, text, graphics, software, photos, video, music, sound, and their selection and arrangement, and all software compilations, underlying source code and software shall remain our property. The entire contents of the Site also are protected by copyright as a collective work under Malaysia copyright laws and international conventions. All rights are reserved.
9.2 The intellectual property rights in all software and content made available to you on or through this Website remains the property of SinggahBeli or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by SinggahBeli and its licensors. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.
9.3 You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by SinggahBeli or its licensors. SinggahBeli and singgahbeli.com.my are trademarks belonging to KOPETRO Retail Sdn. Bhd. No licence or consent is granted to you to use these marks in any way, and you agree not to use these marks or any marks which are colourably similar without the written permission of SinggahBeli.
10. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
10.1 The Users are independent individuals or businesses and they are not associated with SinggahBeli in any way. SinggahBeli is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.
10.2 If you are an intellectual property right owner (“IPR Owner”) or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us in writing by email to email@example.com and provide us the documents requested below to support your claim. Do allow us time to process the information provided. SinggahBeli will respond to your complaint as soon as practicable.
10.3 Complaints under this Section must be provided in the form prescribed by SinggahBeli, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow SinggahBeli to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (f) a statement by the Informant that the information in the notification is accurate, indemnify us for any damages we may suffer as a result of the information provided
by and that the Informant has the appropriate right or is authorised to act on IPR Owner’s behalf to the complaint.
Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
Any software provided by us to you as part of the Services is subject to the provisions of these Terms and Conditions. SinggahBeli reserves all rights to the software not expressly granted by SinggahBeli hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by SinggahBeli.
13. APPLICABLE LAW AND JURISDICTION
These Terms and Conditions shall be interpreted and governed by the laws in force in Malaysia and the Malaysian courts shall have exclusive jurisdiction to hear and determine all actions and proceedings arising out of these Terms and Conditions to hear and the Parties hereby submit to the jurisdiction of the Malaysian courts for the purpose of any such actions and proceedings.
14.1 In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and Conditions or revoke any or all of your rights granted under the Terms and Conditions. Upon any termination of these Terms and Conditions, you shall immediately cease all access to and use of the Site and we shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account identification issued to you and deny your access to and use of this Site in whole or in part. Any termination of these Terms and Conditions shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination. You furthermore agree that the Site shall not be liable to you or to any
other person as a result of any such suspension or termination. If you are dissatisfied with the Site or with any terms, conditions, rules, policies, guidelines, or practices our web Service Provider, in operating the Site, your sole and exclusive remedy is to discontinue using the Site.
14.2 On or at any time after the occurrence of any of the events in Clause 14.3 SinggahBeli may stop any Goods in transit, suspend further deliveries to the Buyer and exercise its rights to terminate the Contract with the Buyer with immediate effect.
14.3 The events are:-
14.3.1 the Buyer being in breach of an obligation under the Contract;
14.3.2 the Buyer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Buyer’s winding up or dissolution;
14.3.3 the making of an administration order in relation to the Buyer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Buyer’s assets;
14.3.4 the Buyer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
15. BASIS OF THE CONTRACT
15.1 The supply of Goods by SinggahBeli to the Buyer under any Contract shall be subjected to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade custom practice or course of dealing.
15.2 Any information made available in SinggahBeli’s website connection with the supply of Goods, including photographs, drawings, data about the extent of the delivery, appearance, performance, dimensions, weight, consumption of operating materials, operating costs, are not binding and for information purposes only. In entering into the Contract the Buyer acknowledges that it does not rely on and waives any claim based on any such representations or information not so confirmed.
15.3 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and SinggahBeli.
15.4 Any typographical clerical or other error or omission in any quotation, invoice or other document or information issued by SinggahBeli in its website shall be subject to correction without any liability on the part of SinggahBeli.
15.5 SinggahBeli may provide Buyer with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document.
16. ORDERS AND SPECIFICATIONS
16.1 Order acceptance and completion of the contract between the Buyer and SinggahBeli will only be completed upon SinggahBeli issuing a confirmation of dispatch of the Goods to the Buyer. For the avoidance of doubt, SinggahBeli shall be entitled to refuse or cancel any order without giving any reasons for the same to the Buyer prior to issue of the confirmation of dispatch. SinggahBeli shall furthermore be entitled to require the Buyer to furnish SinggahBeli with contact and
other verification information, including but not limited to address, contact numbers prior to issuing a confirmation of dispatch.
16.2 No concluded Contract may be modified or cancelled by the Buyer except with the agreement in writing of SinggahBeli and on terms that the Buyer shall indemnify SinggahBeli in full against all loss (including loss of profit) costs (including the cost of all labour and materials used) damages charges and expenses incurred by SinggahBeli as a result of the modification or cancellation, as the case may be.
The price of the Goods and/or Services shall be the price stated in SinggahBeli’s website at the time which the Buyer makes its offer purchase to SinggahBeli. The price excludes the cost of packaging and delivery charges, any applicable goods and services tax, value added tax or similar tax which the Buyer shall be liable to pay to SinggahBeli in addition to the price.
18. TERMS OF PAYMENT
18.1 The Buyer shall be entitled to make payment for the Goods pursuant to the various payment methods set out in SinggahBeli’s website. The terms and conditions applicable to each type of payment, as contained in SinggahBeli’s website, shall be applicable to the Contract.
18.2 SinggahBeli takes no responsibility and assume no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.
18.3 In addition to any additional terms contained in SinggahBeli’s website, the following terms shall also apply to the following types of payment:
18.3.1 Credit Card
Credit Card payment option is available for all Buyers. SinggahBeli accepts all Visa and MasterCards, both Credit and Debit, and is 3D Secure (Verified by Visa, and MasterCard Secure) enabled. All your credit card information are protected by means of industry- leading encryption standards.
Please take note that additional charges may be incurred if you are using a non-Malaysian issues card due to Foreign Exchange.
18.3.2 Debit Cards
SinggahBeli accepts all Malaysian Visa and MasterCard debit cards where subject to bank availability. All debit card numbers shall be protected by means of industry- leading encryption standards.
18.3.3 Online Banking
i. By choosing this payment method, the Buyer shall transfer the payment for the Goods to a SinggahBeli’s account for the total amount of the Buyer’s purchase (including any applicable taxes, fees and shipping costs). The transaction must be payable in Ringgit Malaysia. SinggahBeli, in its sole discretion, may refuse this payment option service to anyone or any user without notice for any reason at any time.
iii. Buyer must provide SinggahBeli with the transfer receipt or payment transaction reference for verification purposes through the ‘Upload Receipt’ function found in SinggahBeli’s app as payment confirmation. If payment confirmation is not received by SinggahBeli within three (3) days, Buyer’s order will be cancelled.
18.3.4 Instalment Payments via KOPETRO Consumer Loan [Applicable to KOPETRO Members only]
i. Only KOPETRO Members will be entitled to make payment for the selected items/Goods by means of KOPETRO Members Consumer Loan.
ii. For the purposes of this Clause, the payment schemes set out in Clauses 18.3.4
(i) shall be referred to as “KOPETRO Members Consumer Loan”.
iii. When the Buyer purchases Goods and makes payment for the same via KOPETRO Members Consumer Loan, the transaction shall be handled by Membership and Credit Department, Koperasi Kakitangan PETRONAS Berhad, parent institution of KOPETRO Retail Sdn. Bhd. (“MCC”). Each Buyer would receive a call from MCC for verification and approval. A Buyer shall only be entitled to purchase Goods via KOPETRO Members Consumer Loan upon verification and approval by MCC.
iv. While an approval for a KOPETRO Members Consumer Loan transaction is subject to the Buyer’s credit facility qualification, MCC also shall retain absolute discretion in granting its approval to any KOPETRO Members Consumer Loan transaction.
19.1 Delivery of the Goods shall be made to the address specified by the Buyer in its order. SinggahBeli will inform Seller when SinggahBeli receives Buyer’s Purchase Monies. Unless otherwise agreed with SinggahBeli, Seller should then make the necessary arrangements to have the purchased item delivered to Buyer and provide details such as the name of the delivery company, the tracking number, etc. to Buyer through the Site. Seller must use his/her best effort to ensure that Buyer receives the purchased items within the time period specified.
19.2 Users/Buyer understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users/Buyer acknowledge and agree that SinggahBeli will not be liable for any damage, expense, cost or fees resulted therefrom and Seller and/or Buyer will reach out to the logistic service provider to resolve such dispute.
19.3 SinggahBeli has the right at any time to sub-contract all or any of its obligations for the sale/delivery of the Goods to any other party as it may from time to time decide without giving notice of the same to the Buyer.
19.4 Any dates quoted for delivery of the Goods are approximate only. The time for delivery/performance shall not be of the essence, and SinggahBeli shall not be liable for any delay in delivery or performance howsoever caused.
19.5 Users/Buyer understand that all cross-border import and export transaction are subject to local laws and regulations. Seller should familiarise himself/herself with all import and export restrictions that apply to the designating country. Seller acknowledges that SinggahBeli cannot provide any legal advice in this regard and agrees that Seller will bear all risks and liabilities associated with import and export of any Seller’s item to the designating country. The cost of foreign products and services may fluctuate and all prices advertised are subject to such changes.
20. RISK AND PROPERTY OF THE GOODS
20.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or if the Buyer wrongfully fails to take delivery of the Goods, the time when SinggahBeli has tendered delivery of the Goods.
20.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these Conditions the property in the Goods shall not pass to the Buyer until SinggahBeli has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by SinggahBeli to the Buyer for which payment is then due.
20.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as SinggahBeli’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer.
20.4 The Buyer agrees with SinggahBeli that the Buyer shall immediately notify SinggahBeli of any matter from time to time affecting SinggahBeli’s title to the Goods and the Buyer shall provide SinggahBeli with any information relating to the Goods as SinggahBeli may require from time to time.
20.5 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold) SinggahBeli shall be entitled at any time to demand the Buyer to deliver up the Goods to SinggahBeli and in the event of non-compliance SinggahBeli reserves it’s right to take legal action against the Buyer for the delivery up the Goods and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Buyer.
20.6 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of SinggahBeli but if the Buyer does so all moneys owing by the Buyer to SinggahBeli shall (without prejudice to any other right or remedy of SinggahBeli) forthwith become due and payable.
20.7 If the provisions in this clause are not effective according to the law of the country in which the Goods are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Buyer shall take all steps necessary to give effect to the same.
20.8 The Buyer shall indemnify SinggahBeli against all loss damages costs expenses and legal fees incurred by the Buyer in connection with the assertion and enforcement of SinggahBeli’s rights under this condition.
21. WARRANTIES AND REMEDIES
21.1 Subject as expressly provided in these Conditions all other warranties conditions or terms, including those implied by statute or common law, are excluded to the fullest extent permitted by law.
21.2 Subject to this Clause, SinggahBeli warrants that the Goods will correspond with their specification at the time of delivery, and agrees to remedy any non-conformity therein for a period of 12 months commencing from the date on which the Goods are delivered or deemed to be delivered (“Warranty Period”). Where the Buyer is dealing as a consumer (within the meaning of the Sale of Goods Act and the
Consumer Protection Act), SinggahBeli further gives to the Buyer such implied warranties as cannot be excluded by law.
21.2.1 SinggahBeli’s above warranty concerning the Goods is given subject to the following conditions:
(a) No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to SinggahBeli.
(b) Any description given of the Goods is given by way of identification only and the use of such description shall not constitute a sale by description.
(c) SinggahBeli binds itself only to deliver Goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of SinggahBeli’s opinion in that behalf. SinggahBeli does not give any warranty as to the quality state condition or fitness of the Goods.
(d) SinggahBeli shall be under no liability for the following measures and actions taken by the Buyer or third parties and the consequences thereof: improper remedy of defects, alteration of the Goods without the prior agreement of SinggahBeli, addition and insertion of parts, in particular of spare parts which do not come from SinggahBeli.
(e) SinggahBeli shall be under no liability in respect of any defect arising from unsuitable or improper use, defective installation or commissioning by the Buyer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electro-technical/electronic or electric influences, failure to follow SinggahBeli’s instructions (whether oral or in writing) misuse or alteration or repair of the Goods without SinggahBeli’s approval.
(f) SinggahBeli is not liable for any loss damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without SinggahBeli’s prior written approval and the Buyer shall indemnify SinggahBeli against each loss liability and cost arising out of such claims.
(g) SinggahBeli shall be under no liability under the above warranty (or any other warranty condition or guarantee) if the total price for the Goods has not been paid in cleared funds by the due date for payment.
(h) SinggahBeli shall be under no liability whatsoever in respect of any defect in the Goods arising after the expiry of the Warranty Period.
21.2.2 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to Seller within five (5) days from the date of receipt of the Goods or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. During use, the Goods shall be monitored constantly with regard to safety and defects. If there are even slight reservations concerning the suitability for use or the slightest reservations concerning safety, the Goods must not be used. Seller shall be given written notification immediately, specifying the reservations or the defect. However in no event shall the Buyer be entitled to reject the Goods on the basis of any defect or failure, except where the failure is such that the Goods delivered are of a fundamentally different nature than those which Seller had contracted to deliver.
21.2.3 If the Buyer does not give due notification to Seller in accordance with the Clause 21.2.2, Seller shall have no liability for any defect or failure or for any consequences resulting therefrom. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their
failure to meet a specification is notified to Seller in accordance with Clause 21.2.2, the non-conforming Goods (or part thereof) will be repaired or replaced free of charge as originally ordered. Upon a repair, replacement or price reduction being made as aforesaid, the Buyer shall have no further claim against Seller.
22. BUYER’S REPRESENTATIONS AND WARRANTIES
The Buyer represent and warrant to SinggahBeli and its Affiliates or corporate group that (a) the Buyer has the right, power, legal capacity (and in the case of a minor, valid parent or legal guardian consent), and possess the right and ability to enter into these Terms and Conditions, to fully perform your obligations here under, and to grant the licenses (b) the Buyer will comply fully with all terms of these Terms and Conditions, (c) the Submissions submitted to SinggahBeli by you, and SinggahBeli’s and its Affiliates’ or corporate groups’ exercise of their rights here under, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) the Buyer possesses all rights necessary for the reproduction, distribution, transmission, public performance, public display, and other exploitation of the Submissions by SinggahBeli and its Affiliates or corporate group as permitted here under, (e) the Submissions are not pornographic, obscene, libelous, defamatory, or otherwise unlawful, and (f) all factual statements submitted by you are accurate and not misleading. You agree to indemnify, defend, and hold SinggahBeli and its Affiliates or corporate group harmless from all claims, liabilities, damages, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) arising from your breach of any representation or warranty set forth in this paragraph, (g) the Buyer will use the Services for lawful purposes only and in accordance with these Terms and Conditions and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
23. SELLER’S RESPONSIBILITIES
23.1 Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Seller’s listing and shall not post inaccurate or misleading information.
23.2 The price of items for sale will be determined by the Seller at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and Seller shall not charge Buyer such amount additionally and separately.
23.3 Seller agrees that SinggahBeli may at its discretion engage in promotional activities for and on behalf of Seller to induce transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will pay actually will be the price that such adjustment is applied to.
23.4 For the purpose of promoting the sales of the items listed by Seller, SinggahBeli may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by SinggahBeli.
23.5 Seller shall issue receipts, credit card slips or tax invoices to Buyer on request.
23.6 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and SinggahBeli cannot provide any legal or
tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.
23.7 Seller acknowledge and agrees that Seller’s violation of any of SinggahBeli’s polices will result in a range of actions as stated in this clause.
24.1 SinggahBeli encourages Users to communicate with each other in the event where problem arises in a transaction. As SinggahBeli is a platform for Users to conduct trading, Buyer should contact Seller directly for any issue relating to the Item purchased.
24.2 Users may send written request to SinggahBeli to assist them in resolving issues which may arise from a transaction upon request. SinggahBeli may, at its sole discretion and with absolutely no liability to Seller and Buyer, take all necessary steps to assist Users resolving their dispute.
SinggahBeli welcomes information and feedback from our Users which will enable SinggahBeli to improve the quality of service provided. Please refer to our feedback procedure below for further information:
a) Feedback may be made in writing through email to or using the feedback form found on the App.
b) Anonymous feedback will not be accepted.
c) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
d) Vague and defamatory feedback will not be entertained.
Unless otherwise stated, SinggahBeli does not charge Users for the use of the Site. Where fees are payable, the same will be subject to GST/VAT and other applicable taxes. Unless otherwise agreed, Seller is responsible for such taxes. Seller acknowledges and agrees that SinggahBeli may deduct its fees and any applicable taxes from the purchase monies paid by Buyers. SinggahBeli shall issue receipts or tax invoices for fees and tax paid by Seller on request.
If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
You agree to indemnify, defend and hold harmless SinggahBeli, and its shareholders, subsidiaries, affiliates, corporate group, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses
(including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) the hosting, operation, management and/or administration of the Services by or on behalf of SinggahBeli,
(b) your violation or breach of any term of these Terms and Conditions or any policy or guidelines referenced herein, (c) your use or misuse of the Services, or
(d) your breach of any law or any rights of a third party.
SinggahBeli and its Affiliates or corporate group will not be liable for any indirect, incidental, or consequential damages (including but not limited to such damages arising from breach of contract or warranty or from negligence or strict liability) arising out of or in connection with these terms and conditions, even if we have been advised of (or knew or should known of) the possibility of such damages.
30.1 The services are provided “as is” and without any warranties, claims or representations made by SinggahBeli of any kind either expressed, implied or statutory with respect to the services, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance or trade usage. Without limiting the foregoing and to the maximum extent permitted by applicable law, SinggahBeli does not warrant that the services, this site or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this site and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.
30.2 You acknowledge that the entire risk arising out of the use or performance of the site and/or the services remains with you to the maximum extent permitted by applicable law.
30.3 SinggahBeli has no control over and, to the maximum extent permitted by applicable law, does not guarantee or accept any responsibility for: (a) the fitness for purpose, existence, quality, safety or legality of items available via the services; or (b) the ability of sellers to sell items or of buyers to pay for items. If there is a dispute involving one or more users, such users agree to resolve such dispute between themselves directly and, to the maximum extent permitted by applicable law, release SinggahBeli and its Affiliates or corporate group from any and all claims, demands and damages arising out of or in connection with any such dispute.
31. EXCLUSIONS AND LIMITATIONS OF LIABILITY
31.1 To the maximum extent permitted by applicable law, in no event shall SinggahBeli be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), product liability, strict liability or other theory), or other cause of action at law, in equity, by statute or otherwise, for:
a) (a) loss of use; (b) loss of profits; (c) loss of revenues; (d) loss of data; (e) loss of good will; or (f) failure to realise anticipated savings, in each case whether direct or indirect; or
b) any indirect, incidental, special or consequential damages, arising out of or in connection with the use or inability to use this site or the services, including,
without limitation, any damages resulting therefrom, even if SinggahBeli has been advised of the possibility of such damages.
31.2 You acknowledge and agree that your only right with respect to any problems or dissatisfaction with the services is to request for termination of your account and/or discontinue any use of the services.
32. LINKS TO THIRD PARTY SITES
Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of SinggahBeli in any manner whatsoever and you therefore access them at your own risk. SinggahBeli is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. SinggahBeli is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by SinggahBeli of any linked site and/or any of its content therein.
33. FORCE MAJEURE
33.1 SinggahBeli shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of SinggahBeli’s obligations if the delay or failure was due to any cause beyond SinggahBeli’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond SinggahBeli’s reasonable control:
33.1.1 Act of God, explosion, flood, tempest, fire or accident;
33.1.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
33.1.3 acts of restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
33.1.4 import or export regulations or embargoes;
33.1.5 interruption of traffic, strikes, lock-outs, other industrial actions or trade disputes (whether involving employees of SinggahBeli or of a third party);
33.1.6 interruption of production or operation, difficulties in obtaining raw materials labour fuel parts or machinery;
33.1.7 power failure or breakdown in machinery.
33.2 Upon the happening of any one of the events set out in Condition 33.1 SinggahBeli may at its option:-
33.2.1 fully or partially suspend delivery/performance while such event or circumstances continues;
33.2.2 terminate any Contract so affected with immediate effect by written notice to the Buyer and SinggahBeli shall not be liable for any loss or damage suffered by the Buyer as a result thereof.
34. INSOLVENCY OF BUYER
This condition applies if:
a) the Buyer makes any voluntary arrangement with its creditors or becomes sub- ject to an administration order or (being an individual or firm) becomes bank- rupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
b) an encumbrancer takes possession or a receiver is appointed of any of the property or assets of the Buyer; or
c) the Buyer ceases – or threatens to cease – to carry on business; or
d) SinggahBeli reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
e) If this condition applies then without prejudice to any other right or remedy available to SinggahBeli, SinggahBeli shall be entitled to cancel the Contract or suspend any further delivery/performance under the Contract without any liabil- ity to the Buyer and if Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed, if to SinggahBeli, to its registered office or principal place of business and if to the Buyer, to the address stipulated in the relevant offer to purchase.
SinggahBeli and its Affiliates or corporate group may communicate with you in connection with the Service, electronically and in other Media, and you consent to such communications regardless of any “Customer Communication Preferences” (or similar preferences or requests) you may have indicated on the web sites of firstname.lastname@example.org or its Affiliates or corporate group or by any other means.
37.1 SinggahBeli shall be under no liability whatsoever where this arises from a reason beyond its reasonable control or from an act or default of the Buyer.
37.2 In no event shall SinggahBeli be liable for loss of profit or goodwill, loss of production or revenue or any type of special indirect or consequential loss whatsoever (including loss or damage suffered by the Buyer as a result of an action brought by a third party) even if such loss were reasonably foreseeable or SinggahBeli had been advised of the possibility of the Buyer incurring the same.
38. GENERAL PROVISIONS
38.1 Our failure to enforce your strict performance of any provision of these Terms and Conditions will not constitute a waiver of our right to enforce such provision or any other provision of these Terms and Conditions subsequently.
38.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
38.3 SinggahBeli shall be entitled to commence court legal proceedings for the purposes of protecting its intellectual property rights and confidential information by means of injunctive or other equitable relief.
38.4 SinggahBeli reserves their right to these terms and conditions of sale at any time.
38.5 To ensure that you are satisfied with the product you received, please inspect the contents as soon as your order arrives.
38.6 Nothing in these Terms and Conditions shall constitute a partnership, joint venture or principal-agent relationship between you and SinggahBeli, nor does it authorise you to incur any costs or liabilities on SinggahBeli’s behalf.
38.7 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.
38.8 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations under these Terms and Conditions, by operation of law or otherwise, without our prior written consent.
38.9 The failure of SinggahBeli at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
38.10 These Terms and Conditions are solely for your and our benefit and are not for the benefit of any other person or entity, except for SinggahBeli’s Affiliates or corporate group and subsidiaries (and each of SinggahBeli’s and its Affiliates or corporate group’ and subsidiaries’ respective successors and assigns).
38.11 The terms set forth in these Terms and Conditions and any agreements and policies included or referred to in these Terms and Conditions constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms and Conditions, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms and Conditions. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms and Conditions may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
38.12 Subject to that restriction, these Terms and Conditions will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.