Last Updated: December 2017
1. INTRODUCTION AND ELIGIBILITY
1.1. The following describes the terms and conditions (the “Terms of Service”) of DELEGATE PTE LTD (“Delegate”), a company incorporated pursuant to the laws of Singapore under registration number 201511320E and having its registered address at 22 North Canal Road #03-01 Singapore 048834. Delegate offers information, Services and products through its website located at www.justdelegate.co (the “Site”) and any and all other Services that may be added, offered, provided to you from time to time (the “Services) through these Sites (collectively the “Site” which shall include the Services).
1.2. The site is available for individuals aged 18 years or older. If you are under the age of 18, you should review this Agreement (defined below) with your parent or guardian to make sure that you and your parent or guardian understand it. You will be requested to register and provide your personal details. In particular, you must provide your real name, phone number, e-mail address and other requested information as indicated. Furthermore, if you are required to provide payment details, you confirm that the payment details you provide on ordering are both valid and correct. You also confirm that you are the person referred to in the billing information provided.
1.3. By accessing or using the Site, you agree to be bound by the Terms of Service set forth below, and any other Terms of Service, policies, rules and regulations as may be imposed and/or required by Delegate from time to time which are incorporated herein by reference (collectively referred to as this "Agreement"). For the purposes of these terms and conditions, the term "Site" shall include all Services, products, information, communications, compilations, images, software, text, graphics, messages and all other materials supplied by Delegate to you, whether posted on the Site or otherwise offered, supplied, produced, provided and/or delivered to you whether by way of electronic communications in the form of electronic mails, SMS, or any other such method or technology whether now known or hereafter developed.
1.4. Delegate reserves the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If Delegate do this, Delegate will post the changes on this page and indicate at the top of this page the date these terms were last revised. Delegate will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than seven (7) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
1.5. Delegate may also offer other Services that are governed by different terms and conditions. Your use of such other Services will accordingly be subject to such different terms and conditions. If there are any fees applicable to such other Services, you will make payment of these fees in accordance with the stipulated terms.
2. DELEGATE AS A MARKETPLACE
2.1. The Site is a platform and marketplace for event vendors and planners. User of the Site, hereafter referred to as “Users” include working professionals, corporate planners, event planners, prospective brides/brides-to-be and newlyweds and other third parties offering products and Services related to events (“Vendors”). Delegate, its partners and subsidiaries and the Site function solely as a neutral party and marketplace where Users and Vendors can and may connect for a particular type of Service or product. Delegate is not involved, nor Delegate a party to the actual transaction between users. Therefore, Delegate has no control over the quality, accuracy, safety, legality of transactions on the Site. Nor does Delegate have any control over accuracy of listings, vendor profiles or the ability of Vendors to provide the items or Services they promote. Delegate is not responsible for the actions or failures of Users or Vendors.
2.2. Any and all transactions between Vendors and Users are strictly between Vendors and Users, whereby you as a Vendor agree that Delegate is not a party to that transaction. Therefore, you also agree that any dispute with a User is solely between you and the User, whereby Delegate will not be a party to that dispute. After Delegate and you terminate our relationship, you agree unconditionally that Delegate is entitled to retain all the reviews associated with your account on the Site.
2.3. You shall review all User communication forwarded to you by Delegate and respond to the such communication in a timely manner. You must inform the User as soon as practicable (and in any case within two (2) Business Days or receipt of such communication) if you will be unable to perform the Services requested.
2.4. You will maintain a level of Service in accordance with best industry practice. A failure to comply with this Clause 2.4 shall entitle Delegate to terminate this Agreement immediately.
3. VENDOR ACCOUNT
3.1. Some of the Services offered on the Site are only available to parties who have registered as registered users of the Site with Delegate using the registration forms available on the Site and in accordance with the provisions of this Agreement, and you warrant that all information provided by you, including all information provided in the registration form(s) is true, correct and complete and you have the capacity and power to enter into this Agreement and use the Services provided on the Site. You shall also keep all of the information that you have provided updated, accurate and complete.
3.2. Once you have registered as a Vendor of the Site, please keep your account and your account information confidential, safe and secure. You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur on or through your account, and you agree to immediately notify Delegate of any security breach of your account. Delegate shall not be responsible for any losses arising out of the unauthorized use of your account at any time. In particular, you must not: (a) disclose your registered account identification or password to any other party; or (b) allow any other party to use or share your registered account.
3.3. Delegate can decline and refuse registrations at its sole discretion and for any reason without the need to give any reason to you or any third party.
3.4. Other users will be similarly responsible for all use of their respective accounts. Without affecting any limitation or exclusion of liability elsewhere in this Agreement, Delegate will not be responsible or liable, directly or indirectly, for any damage, injury or loss sustained by you or any other party whatsoever and howsoever caused by or in connection with any use made by other Vendors or Users of their respective registered accounts.
3.5. Vendors must NEVER create an account in another’s Vendor’s name; or use the account of another Vendor. Vendors must NEVER impersonate another Vendor. Furthermore it is strictly prohibited to use information on the Site to send unsolicited email(s) or do anything that interferes with the Site (as determined by Delegate in its sole discretion). You understand and agree to refrain from all these prohibited activities and agree not to use the Site if your subscription has been temporarily or permanently suspended or revoked. Finally you agree not to violate any of the terms and conditions set forth herein.
4. PAYMENT TERMS
4.1. All information displayed at the Site shall not constitute a formal offer capable of acceptance by you nor is any such information or request(s) to be considered a part of any agreement between us and you unless provided expressly in these Terms.
4.2. You agree that you will pay for all Services you purchase through the Site, and that Delegate may charge your credit card for any Services purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account.
4.3. You are responsible for the timely payment of all fees.
4.4. Unless otherwise stated, payment may be made by Visa, American Express or Mastercard, or any other methods which may be clearly advertised on the Site from time to time (if any). Payment will be charged and cleared from your account upon confirmation. You confirm that the credit card that is being used is yours or that you have been specifically authorised by the owner of the credit card to use it. All credit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to authorise payment to the Site, we will not be liable for any delays.
4.5. If you are processing a Transaction with a User who wishes to hire your Services on Delegate’s Payment Gateway, 5% of the cost agreed with the User (“Service Fee”) will be payable to Delegate. In this case where the User has paid an upfront deposit, Delegate will be entitled to deduct fees from the deposit before passing the remainder to you. The remainder will be provided by Delegate within three (3) to five (5) Business Days upon receipt of the deposit.
4.6. We take all reasonable care to make our Site secure. All payment transactions on this site are processed using a third party payment gateway. Delegate will not store any credit cards in our file, it will be stored in the database of the third party payment gateway. If a Vendor wishes to change credit card, you will need to make a new transaction with your new credit card.
4.7. You will be responsible for complying with any terms and conditions and charges imposed by third party Service providers in connection with payment gateway Services they provide to facilitate your online payments. Without affecting any limitation or exclusion of liability elsewhere in these terms and conditions, Delegate will not be responsible or liable, directly or indirectly, for any damage, injury or loss sustained by you or any other party whatsoever and howsoever caused by or in connection with your use of any third party payment gateway Services.
4.8. Subject to any rights which you may have under the Consumer Protection (Fair Trading) Act (Cap 52A), all transactions and payments on the Site are final and non-refundable.
5. INTELLECTUAL PROPERTY
5.1. The Site contains and uses copyrighted material, inventions, know how, patented and non-patented business material, phrases and descriptions, reviews, names, logos, HTML/C++ codes and/or otaaaher computer code/scripts (collectively, "Intellectual Property Content"), all of which you agree are the sole property of Delegate. By using the Site, you also agree that Delegate has the right to claim ownership under all international and local copyright and trademark laws, what concerns the "look", "feel", "appearance" and "graphic function" of the Site. You agree that this right includes, but is not limited to the Site’s color combinations, user experience, sounds, layouts and designs. Furthermore, by using the Site, you agree and acknowledge that you do not have any license or permission to use the Intellectual Property (IP) of Delegate. You promise not to reproduce, modify, display, sell, or distribute the Intellectual Property listed on the Site, including but not limited to information contributed by you or any other Users or Vendors. You may not, and you agree not to frame or link to/create backlinks to the Site without the explicit prior written permission of Delegate. You shall not contest our right of title to or license at any time. You shall not use or ever register any domain name or trademark that is identical or similar to any that is owned by Delegate.
6. DISPUTES AMONG USERS
6.1. Delegate shall forward you all questions and complaints received by Delegate pertaining to your Services.
6.2. You are solely responsible for your interactions with other Users of the Site, and you agree that Delegate is not a party to any such disputes. Furthermore, you agree to fully release the Site, Delegate, its officers, directors, shareholders, partners, affiliates, agents and employees from any and all potential, current and future claims, demands and damages.
7. PERSONAL DATA
7.1. If you submit or provide any personal data through the Site, your personal data will be collected, used, disclosed and/or processed by Delegate for the following purposes:
(a) For registered users, your name and email address will be disclosed to the relevant Vendors when you click on any contact details the Vendors display in their profiles including website, email, social media (e.g. Facebook, Instagram), phone number, and other contacts.
(b) To send you notices, information, promotions and updates including marketing and advertising materials in relation to our Site and Services and those of third party organizations selected by Delegate.
(c) For Delegate or its designated representatives or business partners to provide goods and Services to you or parties designated by you and matters ancillary thereto
(d) To verify and process payment when you purchase goods and Services from Delegate.
(e) For verification and record of your personal particulars including comparing it with information from other sources and using the information to communicate with you.
(f) To conduct statistical analysis of the users of the Site including the number of users, the frequency of use, profile of users and using such analysis for our business plans, the enhancement of our products and Services, targeted advertisements and conveying such information in broad terms (but not information in relation to specific individuals) to third parties who have or propose to have business dealings with us.
(g) To comply with any request from any third party or any order of court or directive from authorities investigating any alleged offence or misconduct or for the purposes of taking legal action against any users.
7.2. By accepting these Terms of Service, you: (a) consent to Delegate collecting, using, disclosing and/or processing your personal data for the purposes as described above; (b) consent to Delegate transferring your personal data out of Singapore to third party Service providers or agents for the purposes as described above.
7.3. If you have any questions relating to Delegate’s collection, use and disclosure of your personal data, please contact [email protected]
7.4. Vendors who receive any personal data relating to those registered users who click on their listings must only use such personal data for the purposes of following up with the relevant registered users with regards to their interest in the Vendors’ listings. Such personal data must not be used for any other purpose. If any registered member requires a Vendor to stop using or to delete his/her personal data from the Vendor’s database, the Vendor shall comply promptly with such requests. You agree to indemnify Delegate and its affiliated and related corporations for any and all claims, losses, damages, costs and expenses, including legal fees on an indemnity basis, arising out of or relating to your use of such personal data.
8. INFORMATION AND OTHER CONTRIBUTIONS YOU UPLOAD TO THE SITE
8.1 When you post or submit information and any other contributions (including but not limited to any text, graphics, video and/or audio content, other materials or information) (collectively “Uploaded Contributions”) to any part of the Site, you automatically grant, represent and warrant that you have the right/ownership to give to Delegate a transferable, royalty-free, worldwide license to use, duplicate and distribute such Uploaded Contributions for any purpose and in any format on or in connection with the Site or the promotion thereof. You also grant Delegate permission to, at its sole discretion, grant and authorize sublicenses of all of the foregoing to itself or other third parties. You agree and acknowledge that Delegate may retain copies of your Uploaded Contributions and may continue to use your Uploaded Contributions however Delegate pleases. Furthermore, by posting Uploaded Contributions, you expressly represent and warrant the following:
(a) you are the owner, with all rights, of any and all content and/or information that you post on the Site; or
(b) you are the legitimate and rightful owner of a worldwide, royalty free, sub-licensable, non-exclusive license for communication, content and/or information, which you can use, distribute and reproduce. You furthermore testify and warrant that all persons and entities connected with your Uploaded Contributions, and all other persons and entities whose names, voices, photographs, likenesses, works, Services and materials have been used in the Uploaded Contributions, have given you authorization for the use of their names, voices, photographs, likenesses, performances, and other data in connection with the advertising, promotion, trade and other exploitation of the Uploaded Contributions and that all rights granted therein you hereby transfer to Delegate. You agree that your Uploaded Contributions does not, nor will it ever violate, or possibly cause Delegate to violate any laws or regulations; will not violate these Terms of Service; will not infringe any intellectual property rights including but not limited to copyright, patent or trademark rights. You understand and agree that Delegate strictly prohibits the posting of any obscene, lewd, or suggestive content/pornography. You agree and warrant that the information you post is not, nor will it ever be interpreted as libelous, threatening, harassing, racist, religious or defamatory and that the information you post will not be to advertise products or Services of others or competitors of Delegate, and that it will never contain any links to third-party web sites. You agree and promise that the information you post does not contain proprietary information of another person or entity; and that if it does, you will notify Delegate immediately but that it will not nor will it ever create any liability of any sort for Delegate in any manner whatsoever.a
9.1. If you undermine the integrity of the Delegate Review system in any way, your account will immediately be suspended or terminated.
9.2. You acknowledge and agree that you have not, do not intend to, or will you ever offer anyone cash or other compensation for a more favorable review. You furthermore agree to never misrepresent or impersonate another Vendor or User. As a Vendor you agree to never post any fake feedback reviews of your own Service, or attempt to gain multiple feedbacks from the same User pretending to be a different User. You understand and agree that reviews posted on the Site are property of Delegate and are therefore protected by the IP rights as listed above. You agree that you will never copy and paste, partially or whole, any reviews from Visitors/Users anywhere on the Site, onto your own personal, business website or any other website or platform.
10. NO AGENCY
10.1. You hereby agree and acknowledge that you do not have any contractor (independent or other), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship, or other with Delegate. You furthermore agree that no affiliation, association or connection exists between you and Delegate. You shall never have any authority to bind, commit, contract for, or otherwise obligate Delegate in any manner whatsoever.a
11.1. You shall warrant and represent to Delegate that:
(a) the entry into this Agreement and the performance thereof by you has been duly authorised by all necessary corporate action and constitutes a valid and binding agreement by you, enforceable against you in accordance with the terms thereof;
(b) you shall conduct your business and perform your obligations herein in accordance with the highest business standards and will not commit any act which will or may negatively affect the business integrity, reputation or goodwill of Delegate;
(c) all information, including but not limited to all information furnished to Delegate with regards to your Services are accurate and up-to-date;
(d) all consents, waivers, approvals, authorisations, registrations, licenses or declarations or by filing with, any authority or contracting party which are required to be made or obtained by you in connection with this entry into this Agreement or/and necessary for Delegate to feature your Services on the Site, for performance of the Agreement have been procured and duly obtained at its own cost; and
(e) the entry, delivery and performance of this Agreement by you will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgement, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof application to you.
12.1. In its performance under this Agreement and the agreements entered into with Users, you shall strictly comply with applicable laws, treaties, ordinances, codes and regulations of any jurisdiction where this Agreement may be performed. Upon Delegate’s written request, you shall prvide any written certification of compliance required by any federal, state, or local law, ordinance, code or regulation.
12.2. You agree to release, defend and indemnify and hold harmless Delegate and its affliates from and against any loss, cost (including attorney fees and court costs), civil and other fines or penalties, damage or liability, arising from or alleged to arise from any violation, alleged violation, or a failture to comply with, th terms of this paragraph by you or any person for whom you may be responsible. Notwithstanding any other provision in the Agreement to the contrary, nothing contained herein shall oblige Delegate or you to engage in any action or omission to act, which would be prohibited by or penalised under the laws or regulations of Singapore or any other country.
13. RIGHT TO REJECT OR REMOVE VENDORS
13.1. Delegate reserves the absolute right to reject your participation, or remove you from your current participation, in the Site at any time and for any reason without notice to you.
14.1. Delegate may disclose to you or you may learn of our documents, technical (such as but not limited to object code, source code, software), financial and operating information of Delegate, graphical, business information or practices, management styles, day-to-day business operations, capabilities, systems, marketing information, technologies, processes, procedures, methods and applications, or otherwise, whether tangible or intangible, concerning or regarding Delegate or the Site, including but not limited to all forward looking plans and strategies whether they be current or future, business plans, business concepts, website designs and layouts, all information, data, intellectual property and other opinions, forecasts (collectively “Delegate’s Information”). You hereby agree and acknowledge that any and all of Delegate’s Information is confidential and shall be the sole and exclusive intellectual property and proprietary information of Delegate, whether the information is in oral, visual or written from or is recorded in any other medium. Disclosure of any or all Delegate’s Information to anyone, especially a direct competitor is strictly prohibited. You acknowledge and agree that Delegate shall be entitled to monetary damages and that Delegate shall be entitled to injunctive relief if you fail to adhere to these agreements.
15. RECORD KEEPING/AUDIT
15.1. Delegate reserves the right to keep all records of any and all communications between you and other users.
16. LIMITED LIABILITY
16.1. In no event shall Delegate, its affliates, its partners or subsidiaries, our employees, directors, shareholders or investors be liable for any direct or indirect losses, or damages of any kind whatsoever arising out of or relating to the use of the Site or for any decision and action made by you in reliance on information contained on the Site.
16.2. Delegate, its affliates, its partners or subsidiaries, our employees, directors, shareholders or investors provide the Site and the Services thereon “as in” without any warranty of any kind, whether express, implied or statutory.
17. DO NOT HOLD LIABLE
17.1. You agree not to hold Delegate, its affiliates, its partners or subsidiaries, our employees, shareholders or investors liable from any claim or demand, made by anyone or any entity, due to your use of the Site. In no event shall Delegate or any of its affiliates, partners, subsidiaries, employees, shareholders or investors be liable for any loss, injury, damage, claims, costs or expense of any kind arising from any error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus or other harmful elements, communication line failure, breach of contract, tort, negligence, defamation, copyright infringement, breach of intellectual property right or any other cause of action.
18.1. You agree to defend and hold Delegate, its affiliates and related corporations from and against all claims, losses, damages, costs and expenses, including legal fees on an indemnity basis, arising out of your use of the Site or any breach of these terms. You agree that this includes but is not limited to (i) your advertising, providing or failure to provide or pay for goods or Services promoted on the Site; and (ii) any potential claims that any part or all of your Submitted Contributions includes copyrighted or non-copyrighted materials owned by third parties without authorization, or that what you posted was defamatory or harassing, or that it otherwise violated the rights of any person or any entity.
18.2. In addition, Delegate may use whatever information that is available about you to stop any such breach or any unlawful or inappropriate use of the Site, including informing any third party Delegate deems appropriate of such breach or use and/or disclosing your personal information to such third party.
19. LINKS TO OTHER SITES
19.1. This Site may contain links to other sites which are provided solely as a convenience to you, or which are provided by other users. Delegate is not responsible for the availability of external sites or resources linked to the Site, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and such third-party sites are strictly between you and the third party and are not the responsibility of Delegate. Because Delegate is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from ours.
20.1. Delegate reserves the right to terminate your use of the Site if it believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions, violated the rights of Delegate or any third party, or for any other reason whatsoever with or without notice to you. You agree that Delegate may modify or discontinue this site, with or without notice to you, and that Delegate will not be liable to you or any third party as a result of such modification or discontinuation.
21. GOVERNING LAW
21.1. You agree that the laws of the Republic of Singapore will govern these terms and conditions. Any dispute arising out of your use of the Site and these terms and conditions shall be referred to the Singapore courts and you irrevocably submit to the jurisdiction of the Singapore courts.
22.1. You hereby agree and acknowledge: (a) that all electronic communications made pursuant to the use of this Site shall be given legal effect, validity and enforceability and shall have, between the parties thereto, comparable evidential value to that accorded to a signed written document; (b) not to contest the legally binding nature, validity or enforceability of any transaction on the Site on the ground that it was entered into electronically.
23.1. Delegate reserves the right to revise, withdraw or make changes to these terms and conditions and the Site, in whole or in part, at any time and from time to time. This includes, without limitation, the right to introduce new, and change the then-current, fees, price plans, billing methods for any and all registered users. All revisions, withdrawal and/or changes will be posted on the Site and all such revisions, withdrawals and/or changes shall automatically be effective once they are posted on the Site or notification by electronic or conventional mail or such other means as determined by Delegate at its sole discretion. You are responsible for checking the Site for the most current terms and conditions. Each time you access or use the Site, you will be deemed to have agreed to be legally bound by the most current terms and conditions.
23.2. You agree that Delegate can (but is not obliged to) send you notices (including, without limitation, those regarding changes to this Agreement) by email, regular mail, postings on the Site or any other mode of communication as Delegate deems appropriate.
23.3. A failure by Delegate to act on any breach by you or others of any of the provisions of this Agreement does not waive any of Delegate’s rights for that breach or any subsequent or similar breaches.
23.4. If a Court of any competent authority decides that any provision (or part thereof) of this Agreement is void or ineffective in whole or in part, then the void or ineffective provision or part thereof will be deemed excluded and all other provisions and parts of this Agreement will not be affected and will continue in full force and effect.