Please read these terms and conditions carefully. If you do not agree to all of these terms and conditions, do not use the MDynamics web portal and do not proceed further with your account registration. By continuing with the account registration, you agree to be bound by these terms and conditions.

These terms and conditions and the AUP (as defined hereinafter) upon which the Service (as defined hereinafter) will be provided by Hello Technology Pte Ltd (“HelloTech”), shall be a binding legal agreement (the “Agreement”) between HelloTech and Client (as identified hereinafter).

Whereas:

• (A)HelloTech is a leading integrated communications service provider in Singapore.
• (B)Client wishes to use the Service offered by HelloTech to broadcast SM to GSM mobile phones.

NOW IT IS AGREED AS FOLLOWS:

1. DEFINITIONS

• 1.1.
  “Account” shall mean the register in which HelloTech shall record and track the amount of Credit accrued in the Client’s favour.
• 1.2.
  “AUP” shall mean the HelloTech’s Acceptable Use Policy for the Service as published on the Website, and as may be updated from time to time.
• 1.3.
  “Confidential Information” shall mean all information (including all oral and visual information, and all information recorded in writing or electronically, or in any other medium or by any other method) disclosed to, or obtained by the receiving party from the disclosing party, or a third party acting on that party’s behalf, and without prejudice to the generality of the foregoing shall include but not be limited to (1) any Personal Data exchanged in the course of the Service, (2) any information ascertainable by the inspection, analysis or reading of the document or any other medium in which the information is recorded, and whether with the assistance of any electronic, mechanical or other devices or not, and (3) any information relating to the disclosing party’s operations, processes, plans, intentions, product information, know how, designs, trade secrets, software, market opportunities, customers and business affairs.
• 1.4.
  “Credit”shall mean the amount of payment that HelloTech has received from the Client in advance of the Service to be provided, against which Fees incurred by the Client shall be offset.
• 1.5.
  “DNC Checks”shall be as defined in Clause 5.3(ii)(b).
• 1.6.
  “DNC Consent”shall be as defined in Clause 5.3(ii)(a).
• 1.7.
  “data intermediary”shall have the meaning set out in the PDPA.
• 1.8.
  “Effective Date”shall be as defined in Clause 3.1.
• 1.9.
  “Event of Force Majeure”shall be as defined in Clause 13.1.
• 1.10.
  “Fees”shall be as defined in Clause 7.3.
• 1.11.
  “Intellectual Property Rights”shall mean all intellectual property rights, including all letters patent, patent rights, utility models, registered design, design rights and copyright, and other similar proprietary rights, all rights of whatsoever nature in computer programmes, firmware, micro code and other computer software and data, and all intangible rights and privileges of a nature similar to any of the foregoing, and whether or not registered and including all granted registrations and all applications for registration in respect of any of the same, or such other meanings/definitions as may be agreed by the parties.
• 1.12.
  “Limited Purposes”shall be as defined in Clause 5.2.
• 1.13.
  “PDPA” shall mean the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) and all subsidiary legislation thereto.
• 1.15.
  “Personal Data” shall have the meaning set out in the PDPA.
• 1.16.
  “Process” (in any form) shall have the meaning set out in the PDPA.
• 1.17.
  “Service” shall be as defined in Clause 4.1.
• 1.18.
  “Specified Message” shall have the meaning set out in the PDPA.
• 1.19.
  “SM” shall mean Short Message of up to 140 bytes length, in accordance with 3GPP specifications.
• 1.20.
  “Technical Information” shall mean inventions, know-how, trade secrets and, in particular, all information concerning equipment and software (including firmware) pertaining to design, manufacture, maintenance, installation, operation and use, in whatever form including drawings, charts, manuals, schematic representations, software listings in source and object code, and on or in whatever medium, including paper, diskette, microfiche and tape.
• 1.21.
  “Taxes” shall be as defined in Clause 7.1.
• 1.22.
  “Term” shall be as defined in Clause 3.1.
• 1.23.
  “Valid Consents” shall be as defined in Clause 5.3(i).
• 1.24.
  “Website” shall mean HelloTech’s MDynamics web portal at https://mdynamics.hello-technology.com, through which HelloTech will provide the Service to the Client.

2. THE CLIENT

2.1 Where a party is registering and creating the Account on the Website:

• a.for his own use, the party so identified in the Account registration process shall be the Client and the counter-party to the Agreement; or
• b.on behalf of a business entity, the business entity so identified in the registration process shall be the Client and the counter-party to the Agreement; in which case, the party performing the Account registration process on the Website represents that he is authorized to accept this Agreement on behalf of the business entity and to bind the business entity to this Agreement.

3. COMMENCEMENT AND DURATION

3.1This Agreement shall commence from the date of creation of the Client’s Account on the Website upon completion of the registration process (the “Effective Date”) and shall remain in force until terminated in accordance with the terms set forth herein.

4. THE SERVICE

• 4.1.Subject to the terms of this Agreement, HelloTech shall operate the Website, and provide Client access to the Website to enable the Client to broadcast SM messages to GSM mobile phones on various destination networks (the “Service”).
• 4.2.HelloTech shall provide the Service to reasonable commercial standards. HelloTech does not warrant that the Service will be fault-free, or that it will be available continuously, or that all destination networks will be reachable at all times.
• 4.3.Client shall be solely responsible for providing correct and complete information necessary for the provision of the Service by HelloTech under this Agreement.
• 4.4.HelloTech shall not guarantee nor be responsible for any unsuccessful delivery of SM or the accuracy of delivery status reports terminating to any destination networks.
• 4.5.HelloTech may temporarily suspend the Service for maintenance or upgrade reasons. HelloTech endeavours to give Client reasonable prior notice of such suspension. Posting of the notice on the Website by HelloTech shall constitute sufficient notice of such suspension.
• 4.6.In the event that there is a problem with HelloTech’s Website or network or reachability of any destination networks which affects the ability of the Client to utilize the Service, HelloTech shall use its best commercial endeavors to restore the Service.
• 4.7.Client shall be solely responsible for its Account and all activities conducted in connection with its Account, including ensuring that the Account is not being used in a manner which is in breach of the AUP.
• 4.8.Client shall be solely responsible for the accuracy of all information provided by or relating to its Account (including without limitation, contact, technical, campaign and payment information), the Credentials, and for protecting and safeguarding the foregoing. Client will promptly update any Account Information if it changes and notify HelloTech of any unauthorized use of Client’s Account and/or Credentials, and any related security breach. Client will only connect to the Services through Client’s Account and using only the Credentials.
• 4.9.Client shall cooperate with HelloTech in responding to any suspected or actual security breaches, and report to HelloTech any event, condition, or activity that Client becomes aware of that indicates a possible or actual (a) violation of this Agreement, or (b) breach or compromise of the security of the Service including, without limitation, any event, condition, or activity occurring within a Client’s computer network or systems that could affect the security of the Service.
• 4.10.HelloTech reserves the right to suspend this Service immediately at its sole discretion, without prejudice to any other remedies that HelloTech may be entitled to under this Agreement or applicable laws, if it was found that the SM sent by the Client has breached any applicable law or regulation, caused congestion in HelloTech’s network, or that Client’s use of the Service is in breach of the terms of this Agreement. In the event that this Service is suspended for this reason, both parties shall assess the situation as soon as practicable and mutually agree on a solution before resumption of the Service.
• 4.11.Messages on MDynamics are stored for 90 days and are subject to deletion after this time.

5. COMPLIANCE WITH PRIVACY LAWS

• 5.1.In providing the Service, HelloTech shall be Processing Personal Data, for and on behalf of Client in compliance with its obligations as a data intermediary under the PDPA, and in accordance with the provisions of this Agreement.
• 5.2.HelloTech will Process Personal Data provided by the Client, solely for the purposes of:
• • i.providing the Services specified in the Agreement; and
  • ii.any other purpose permitted or authorised by Client, (collectively “Limited Purposes”).
• 5.3.HelloTech reserves the right to monitor all usage of the Service for purposes of network management, performance management, capacity planning, and security monitoring and management. Usage monitoring may include:
• • i.monitoring (a) source and destination addresses, protocol type, size and other attributes of individual network packets other than content, and (ii) network routes traversed by individual packets as necessary to detect potential, incipient, or actual security breaches, intrusions, attacks, or malicious code;
  • ii.using devices and techniques such as network intrusion detection, host intrusion detection, and system integrity auditing to inspect packet contents for the presence of software viruses, worms, Trojan horses, time bombs, cancelbots, or other harmful or deleterious computer code, or any computer code, files, or programs designed to disrupt; destroy; disable; invade; gain unauthorized access to; or corrupt, observe, or modify without authorization, any data; network transmissions; software; computing or network devices; or telecommunications equipment, provided, however, that HelloTech shall use such detection devices and techniques solely for the aforesaid purpose; and
  • iii.monitoring network traffic for patterns potentially indicating the misuse or abuse of the Service.
• 5.4.Client shall comply with the Privacy Laws at all times, and shall not cause HelloTech to be in breach of the Privacy Laws. Without limiting the generality of the foregoing, Client shall be solely responsible for complying with the following requirements under the PDPA, including but not limited to:
• • i.obtaining the requisite consents from each Recipient for the Processing of the Personal Data for the Limited Purposes (“Valid Consents”); and
  • ii.complying with the Do Not Call provisions under the PDPA, and shall not send, or use the Service to send any Specified Messages to any Singapore telephone number, unless:
  • • a.Client has obtained the clear and unambiguous consent from each mobile service subscriber to send Specified Messages to such Singapore telephone number (“DNC Consent”); or
    • b.Client has checked the Do Not Call (DNC) registry and has obtained valid confirmation from the DNC registry that such Singapore telephone number is not listed on the DNC registry (“DNC Checks”), unless it is separately agreed in writing by the Parties that such DNC Checks will be undertaken by HelloTech; or
    • c.Client is exempted under the PDPA from carrying out DNC Checks or obtaining DNC Consents.
• 5.5.Client shall be solely liable for the content of the SM and for its use of the Service. Client acknowledges that HelloTech does not monitor or review, has no control over, and is not permitted to amend any part of:
• • i.the contents of the SM;
  • ii.the list of recipients of each SM; and
  • iii.the Personal Data of the recipients of each SM, which may include the names and telephone numbers of recipients.
• 5.6.Each of the Parties represents and warrants that:
• • i.it shall comply at all times with Privacy Laws in connection with its obligations to protect the confidentiality of Personal Data it has received pursuant to this Agreement; and
  • ii.it has appropriate third party contracts and/or security safeguards in place which satisfy the obligations under Privacy Law.
• 5.7.HelloTech will protect all Personal Data in its possession or under its control by making reasonable security arrangements to prevent unauthorized access, collection, use, copying, modification, disposal or similar risks, and shall not share Personal Data with any third party except:
• • i.where sharing of Personal Data with other telecommunication licensees is deemed necessary by the regulatory authority to detect, prevent or investigate into fraud; or
  • ii.where disclosure of Personal Data is deemed necessary by the regulatory bodies or such other relevant law enforcement or security agencies having jurisdiction over the Service in order to carry out their respective functions or duties; or
  • iii.where HelloTech discloses Personal Data to network operators, provided that such disclosure is strictly limited to the extent necessary for HelloTech to fulfil its SM delivery obligations under this Agreement.

6. CONFIDENTIALITY

• 6.1.The parties agree that with respect to the Confidential Information disclosed to, or obtained by the receiving party from the disclosing party, or a third party acting on that party’s behalf, the receiving party shall:
• • i.maintain secrecy of and not disclose or allow access to such Confidential Information to any third party;
  • ii.use such Confidential Information strictly for the purpose for the Service only;
  • iii.ensure that the Confidential Information will be made available in confidence only to such of its employees, agents, consultants, contractors or affiliates only on the basis of need to know, and ensure that such employees, agents, consultants, contractors or affiliates are bound by confidentiality undertakings not to use or disclose the Confidential Information transmitted to them by the receiving party;
  • iv.bear responsibility and be liable for any breach of Clause 6 herein perpetrated by its employees, agents, consultants, contractors or affiliates and shall at its own expense enforce the obligations of confidentiality imposed upon its employees, agents, consultants, contractors or affiliates;
  • v.exercise the same procedures and safeguards as used in connection with its own confidential information for the purpose of preventing the disclosure of the Confidential Information and the access of authorised persons to the Confidential Information.
• 6.2.The obligations imposed under the aforesaid paragraph shall not apply to Confidential Information which:
• • i.disclosed under the provision of Clause 5.6 (iii);
  • ii.is in or enters the public domain through no fault of the receiving party;
  • iii.is already in the possession of the receiving party without restriction prior to disclosure to the receiving party by the disclosing party;
  • iv.is required to be disclosed under the provisions of Clause 5.6 (i) and Clause 5.6 (ii), or under any applicable law or regulation or any judicial order, provided that the receiving party shall:
  • • a.give notice to the disclosing party as soon as reasonably practicable;
    • b.use its best endeavours to secure confidential treatment of the Confidential Information;
    • c.not effect any disclosure that is more extension than required by the said law, regulation or judicial order.
• 6.3.If only a portion of the Confidential Information falls within any one of the exceptions in the preceding paragraph the remainder shall continue to be subject to the prohibitions and restrictions of Clause 6 herein.
• 6.4.HelloTech reserves the right to:
• • i.initiate investigations into potential misuse or abuse of the Service by Client and others; and
  • ii.involve, and cooperate to the fullest extent possible with, law enforcement, regulatory, and other authorized agencies in the investigation and prosecution of crimes alleged or suspected to have been committed using the Service.
• 6.5.In the event of an investigation conducted pursuant to the foregoing Clause 6.3, notwithstanding anything to the contrary in this Agreement HelloTech reserves the right to, with as much prior written notice to Client if and as possible, disclose information (including where applicable, Personal Data) relating to Client’s activities that are in violation of this Agreement:
• • i.to law enforcement, regulatory, or other agencies to the extent required in response to lawful requests including, without limitation, as required by any securities exchange or regulatory or governmental body to which a Client is subject;
  • ii.to the extent required by law or for the purposes of judicial process; or
  • iii.to other users of the Service to protect the rights, property, security and operations of HelloTech, the Service, other users of the Service, and the public.
• 6.6.to other users of the Service to protect the rights, property, security and operations of HelloTech, the Service, other users of the Service, and the public.
• 6.7.All Confidential Information shall remain the sole property of the disclosing party of the Confidential Information and all materials containing such Confidential Information (including all copies made by the receiving party) shall be destroyed by the receiving party immediately upon request by the disclosing party. In the event of the destruction of the Confidential Information, the receiving party shall certify in writing to the disclosing party, within thirty (30) days, that such destruction has been accomplished. The receiving party shall make no further use of nor retain such Confidential Information in any form whatsoever. Nothing in this Clause 6 shall apply to Confidential Information that the receiving Party is required to by law to retain.
• 6.8.The provisions of Clause 6 herein shall survive for a period of 3 years after termination or expiry of this Agreement, except for Personal Data which the Confidentiality obligations in this Clause 6 shall survive for such period as stipulated in the PDPA.

7. PAYMENT FOR THE SERVICE

• 7.1.From the Effective Date, HelloTech shall establish an Account for Client. All subsequent payments made by the Client to HelloTech shall be accrued as Credit in the Account. Every Service performed in relation to the Account will cause Fees, and all applicable sales and use taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature (“Taxes”) imposed by applicable law, and other sums to be deducted from the same Credit.
• 7.2.All amounts to be paid by the Client into the Account shall be in Singapore Dollars (S$). The Credit to be accrued in the Account for any and all payments to HelloTech shall be net of all applicable bank charges. Credit balance in the Account shall not be entitled to interest accrual.
• 7.3.The prevailing charges for sending SM to each destination network and the charges for each optional service component (“Fees”) shall be as set out on the Website. Fees are subject to change from time to time.
• 7.4.Where the Client has sufficient Credit in the Account, barring any exceptional or unforeseen circumstances, HelloTech will ensure that the SM for each message transmission request lodged by the Client through the Website will be transmitted to the network operators for onward delivery upon receipt.
• 7.5.SM usage charges are calculated based on the number of submissions to HelloTech’s Website, applicable SM usage charges shall be deducted from the Credit in the Account at the point of message transmission. Any SM that is rejected due to incomplete information or due to non-compliance with the terms in Clause 5 shall nevertheless still be chargeable and such charges shall be deducted from the Credit in the Account at the point where HelloTech attempts to transmit the message.
• 7.6.Where the Client has taken up any optional Service components that are subject to one time or recurring charges, such one time or recurring charges shall be deducted from the Credit in the Account in advance of the Service being provided for such optional Service components, on such frequency as set out on the Website. Where such optional Service components are subject to a minimum subscription period, Client shall be liable to HelloTech for the total recurring charge for the entire minimum subscription period notwithstanding any suspension of the Service or termination of the Agreement.
• 7.7.HelloTech reserves the right to suspend the Service if there is insufficient Credit in the Account for deduction against the Service to be performed.
• 7.8.In the event that HelloTech is requested to pay interworking fees or other costs to any destination network operator for terminating the SM within a particular destination network, HelloTech will advise Client of the amount and nature of such additional charge, fee or cost as soon as HelloTech becomes aware, always at least 14 days in advance of any such charges, fees or cost coming into effect. Client shall be liable to HelloTech for any additional costs to the Service should any interworking fee be imposed by that particular destination network operator. Client will decide depending on the additional cost if it is still financially feasible to terminate SM in this particular destination network.
• 7.9.In the event of a discrepancy between Client’s and HelloTech’s account of the number of SM which the Client has submitted to HelloTech’s Website for transmission, HelloTech’s record of SM submissions by the Client shall be regarded as final and conclusive for resolving such discrepancy.

8. INTELLECTUAL PROPERTY

• 8.1.Intellectual property rights in the Website, all software, Technical Information, technology or report templates whatsoever supplied by HelloTech as part of the Service shall remain the property of HelloTech or its licensors.
• 8.2.HelloTech grants to Client a limited, non-exclusive, non-transferable right to use the HelloTech intellectual property during the Term for the purpose of receiving the Service.
• 8.3.Client shall not reverse engineer, copy, sub-license, create derivative works of, re-sell or otherwise distribute the Service in whole or in part without the written permission of HelloTech.
• 8.4.Client acknowledges and agrees that neither the Client nor any third party shall have any intellectual property rights and/or other proprietary interests in any Numbers or Codes made available to the Client as part of the Service. Client will not take any action that would cause Client or any third party to acquire any intellectual property rights and/or other proprietary interest in any Numbers and Codes. HelloTech may withdraw or suspend such Numbers and Codes at any time to comply with relevant laws and/or an order, instruction, or request of a network operator, a regulator of the telecom industry, court or other competent authority.

9. TERMINATION

• 9.1.Termination of the Account shall give rise to the same effect as the termination of this Agreement, and vice versa.
• 9.2.Client shall be entitled to terminate the Account by giving HelloTech one (1) months prior written notice.
• 9.3.HelloTech shall be entitled to terminate the Account after a period of inactivity on the part of the Client with respect to the Account. HelloTech endeavours to give Client sufficient advanced notice where it intends to terminate the Account due to such inactivity.
• 9.4.Either party shall be entitled to terminate this Agreement forthwith by written notice to the other party if:
• • i.the other Party fails to pay any sums due under this Agreement within thirty (30) days of the due date, except where such amount is disputed in good faith;
  • ii.the other party fails to comply with any of its obligations under this Agreement and the failure (if capable of remedy) remains un-remedied for twenty-one (21) days after being called to its attention by written notice from the first party;
  • iii.the other party convenes a meeting of its creditors or suffers a meeting to be convened or other action to be taken with a view to its liquidation or dissolution except (with the prior written approval of the first party) for the purposes of and followed by amalgamation or reconstruction;
  • iv.the other party is for any reason struck off the Register of Companies or Businesses, where the other party is a business entity;
  • v.proceedings are commenced for the appointment of a receiver or receiver and manager or judicial manager over the other party or over any of its assets;
  • vi.any distress or execution is levied against the other party or upon the goods or assets thereof and such distress or execution is not discharged within twenty-one (21) days thereafter or the other party makes or seeks to make any composition or arrangements with its creditors.
• 9.5.In addition and without prejudice to any other provision herein, this Agreement shall be terminated without liability to either party if:
• • i.such termination is necessitated by any directive or regulation from any governmental or statutory authority having jurisdiction over the matters herein; or
  • ii.such aforementioned directive or regulation expressly prohibits either party hereto from performing its obligations under this Agreement.
• 9.6.Except where the Agreement is terminated by HelloTech pursuant to Clause 11.2(iii), there shall be no refund for any unused Credit in the Account under any circumstance. Any amount to be refunded shall be in Singapore Dollars (S$). The amount to be refunded shall be net of all applicable bank charges.
• 9.7.The termination or expiration of the Agreement shall be without prejudice to HelloTech’s accrued rights and Client’s accrued liabilities.
• 9.8.Clause 5, Clause 6, Clause 8, Clause 9.5, Clause 9.7, and Clause 10 to 15, and any other provision that expressly indicates survival after the Term, shall survive the expiration or termination of this Agreement.

10. WARRANTY AND DISCLAIMER

• 10.1.Each party warrants that:
• • i.it possesses all licences and consents required in order to provide or use the Service; and
  • ii.it has the right to enter into this Agreement and perform all of its obligations under this Agreement.
• 10.2.Except as expressly provided in this Agreement, HelloTech makes no warranties, representations, conditions or other terms in connections with the accessibility of destination networks or the provision of Service as contemplated herein and disclaims all terms not expressly contained herein, whether written or oral, contractual, express or implied, or otherwise including without limitation any warranties as to merchantability, quality (including any warranties as to latency and throughput) and fitness for a particular purpose or use.
• 10.3.HelloTech is not responsible in any way for any mobile telecommunications systems or networks or facilities which it does not operate and in particular for the destination networks. Therefore HelloTech is not liable for the acts or omissions of other providers of telecommunication services (including suspension or termination of HelloTech connections and/or contracts with any destination network operators) or for faults in or failures of their apparatus or network, and in general for any other technical reason attributable to operator of destination network or telecommunication service provider.

11. INDEMNIFICATION

• 11.1.Except where a claim arises as a result of any: (i) Confidential Information provided by HelloTech; (ii) use or exploitation of the Service by Client in any manner which breaches the Agreement; or (iii) combination or integration of the Service with anything not provided by HelloTech, HelloTech will indemnify, hold harmless and defend Client from and against any and all Losses arising out of or relating to any Claim from a third party arising from or relating to any proven infringement of the intellectual property rights of such third party by Client’s use of the Services in accordance with the Agreement. This indemnity is subject to the Client:
• • i.providing HelloTech with prompt written notice of any Claim;
  • ii.providing HelloTech with sole control and defense of the Claim, including any settlement;
  • iii.not making any admission of liability or otherwise acting in any manner which prejudices HelloTech’s ability to fully defend the Claim;
  • iv.providing HelloTech with any reasonable co-operation that HelloTech requires.
• 11.2.Without prejudice to Clause 11.1 above, in response to any claims of infringement or violation of any proprietary right used in or affecting the Service, HelloTech may (at any time) in its sole discretion:
• • i.modify the Service so that it no longer infringes or misappropriates;
  • ii.obtain a license for Client’s continued use of that Service in accordance with the Agreement; or
  • iii.terminate this Agreement upon written notice and refund to Client any prepaid Fees or Taxes relating to such part of the Service which have not been provided by the effective date of termination.
• 11.3.Client will indemnify, keep indemnified, hold harmless and defend HelloTech from and against any and all Losses arising out of or relating to any and all:
• • i.Claims arising from or relating to Confidential Information disclosed by the Client;
  • ii.Claims arising from or relating to Client’s use of the Services;
  • iii.Claims from network operator as a result of any Claims brought by Client against such network operator in relation to the Services or this Agreement; and
  • iv.breaches of Clause 4, Clause 5, Clause 6, Clause 8, and Clause 10 of this Agreement.

12. LIMITATION OF LIABILITY

• 12.1.Each Party may be liable to the other Party for any direct losses, damages or liabilities (“Losses”) arising out of its non-performance under this Agreement; provided, however, that neither Party nor any of their respective affiliates, employees, officers, directors or subcontractors shall be liable for Losses in an amount to exceed the total amount of payments made by the Client to the Account in the three (3) months preceding the event giving rise to the liability.
• 12.2.To the maximum extent permissible by law, the limitations in Clause 12.1 shall not apply to:
• • i.Any liability of a Party arising from a breach of law, breach of Privacy Laws under the provisions of Clause 5, or breach of Confidentiality relating to provisions of Clause 6, or an Intellectual Property infringement relating to the provisions of Clause 8;
  • ii.Any intentional or fraudulent misrepresentation, gross negligence, fraud, or wilful misconduct on the part of a Party;
  • iii.Any liability of a Party under an indemnity or warranty obligation; or
  • iv.Any liability of a Party for death or personal injury caused by the negligence of such Party.

13. FORCE MAJEURE

• 13.1.
  Neither Party shall be liable for any breach of its obligations under this Agreement resulting from causes beyond its reasonable control including, failures or delays caused by but not limited to, fires, strikes (excluding strikes by the Party’s staff), insurrection or riots, embargoes or delays in transportation or regulations of any civil or military authority ("Event of Force Majeure").
• 13.2.Each of the Parties agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, the said notice to contain details of the circumstances giving rise to the Event of Force Majeure.
• 13.3.Neither Party shall have any liability to the other in respect of the termination of this Agreement as a result of an Event of Force Majeure.

14. PUBLICITY

• 14.1.Client shall not make any official press release, announcement or other formal publicity relating to this Agreement without first obtaining the prior written consent of HelloTech. Client hereby grant HelloTech a perpetual, non-exclusive, royalty-free, license to display Client’s trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that the Client use or have used the Services, including on our Website, in press releases and in other media.

15. MISCELLANEOUS PROVISIONS

• 15.1.This Agreement is the complete and exclusive statement of the agreements between the parties with respect to the subject matter hereof and supersedes any oral or written communications or representations or agreements relating thereto.
• 15.2.HelloTech reserves the right to amend the Agreement (or any part thereof) from time to time by publishing a revised version of this Agreement on the Website. Such amendment shall take effect on the date as designated by HelloTech or upon expiration of the minimum period of notice which HelloTech is required to provide under relevant law. Where an amendment to the Agreement is to the Client’s detriment, the Client may terminate the Agreement and close the Account upon written notice within thirty (30) days following such date upon which such amendment comes into effect (or by such date which the Client is entitled to terminate under relevant law).
• 15.3.No delay or omission by HelloTech in exercising any of its rights or remedies under this Agreement or otherwise available to it shall impair such right or remedy or constitute a waiver thereof, nor shall any single or partial exercise of such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The parties’ rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies which they would otherwise have available to them.
• 15.4.Each of the clauses in this Agreement is severable and distinct from one another and if any one or more of the clauses of this Agreement or any part thereof is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining clauses of this Agreement shall not thereby be affected or impaired in any way.
• 15.5.HelloTech may provide all written notices hereunder to any email address under Client’s Account, effective upon transmission. If an email address under Client’s Account is not valid, or for any reason HelloTech is not capable of delivering to Client any notices required/permitted by the Agreement, HelloTech’s dispatch of the email containing such notice will constitute effective notice. HelloTech may also give notice to Client at the postal address provided at the time of Account creation, which shall be deemed effective on the date of dispatch.
• 15.6.All notices and other communications to HelloTech may be served via physical delivery or via electronic mail to the address below:

• HelloTech’s Address:

  3 Phillip Street

  #11-03, Royal Group Building

  Singapore 048693

  Email: sales@hello-technology.com

  Such notice or communication shall be deemed to have been received by HelloTech if by personal delivery on the day of delivery or if by electronic mail on the date of transmission.

• 15.7.This Agreement and the parties’ rights, benefits and obligations hereunder or any part thereof are not assignable or transferable without the consent of the other party.
• 15.8.Neither party shall by virtue of this Agreement be deemed to be in a relationship of partnership or agency with the other.
• 15.9.Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.
• 15.10.The headings in this Agreement are for ease of reference only and are not to be used in the interpretation of the terms herein. The word “include” or “including” shall not be construed as having any limiting effect.

16. GOVERNING LAW AND JURISDICTION

• 16.1.This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereby submit to the exclusive jurisdiction of the Singapore Courts.

17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 2001

• 17.1.A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of this Agreement.

Document Version 1.0 updated 16th March 2018