WEBSITE SERVICES AGREEMENT
Welcome to www.theopenprimary.sg (hereinafter referred to as the “Website”, the “Site”, “The Open
Primary”, “us”, “our” or “we”), owned and operated by First XV Tutorial Centre Pte. Ltd. (hereinafter
referred to as “First XV” or “Company”). Our services are offered to Private Teachers (hereinafter
referred to as “User” or “you” or “your”) conditioned on their acceptance without modification of the
terms, conditions, and notices contained herein (the “Terms”). Your use of our website constitutes
your agreement to all such Terms.
By using the Site, you agree to comply with and be legally bound by the terms and conditions of these
Terms of Service (“Terms”). These Terms govern your access to and use of the Site and Services and all
Collective Content, and constitute a binding legal agreement between you and us.
www.theopenprimary.sg/privacy-policy, and which is incorporated by reference into these Terms. If
you do not agree to these Terms, you have no right to obtain information from or otherwise continue
using the Site. Failure to use the Site in accordance with these Terms may subject you to civil and
The use of this Website constitutes your consent to, and agreement to, abide by the most current
version of these terms and conditions (the “Terms”). We may at any time revise these terms and
conditions by updating the Terms. You agree to be bound by subsequent revisions and agree to
review the Terms periodically for changes to the terms and conditions. The most up to date version of
bottom of the Website.
This website reserves the right to recover the cost of services, collection charges and lawyer fees from
persons using the Site fraudulently. This website reserves the right to initiate legal proceedings
against such persons for fraudulent use of the Site and any other unlawful acts or acts or omissions in
breach of these terms and conditions.
REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS
LIMITATIONS AND EXCLUSIONS, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF
IN USING THIS WEBSITE YOU ARE DEEMED TO HAVE READ AND AGREED TO THE FOLLOWING TERMS
AND CONDITIONS SET FORTH HEREIN. ANY INCIDENTAL DOCUMENTS AND LINKS MENTIONED SHALL
BE CONSIDERED TO BE ACCEPTED JOINTLY WITH THESE TERMS. YOU AGREE TO USE THE WEBSITE
ONLY IN STRICT INTERPRETATION AND ACCEPTANCE OF THESE TERMS AND ANY ACTIONS OR
COMMITMENTS MADE WITHOUT REGARD TO THESE TERMS SHALL BE AT YOUR OWN RISK. THESE
TERMS AND CONDITIONS FORM PART OF THE AGREEMENT BETWEEN THE USERS AND US. BY
ACCESSING THIS WEBSITE, AND/OR UNDERTAKING TO PERFORM A SERVICE THROUGH US INDICATES
YOUR UNDERSTANDING, AGREEMENT TO AND ACCEPTANCE, OF THE DISCLAIMER NOTICE AND THE
FULL TERMS AND CONDITIONS CONTAINED HEREIN.
BY CLICKING ON THE “ACCEPT” BUTTON AT THE END OF THE AGREEMENT ACCEPTANCE FORM, USERS
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS
ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS. USAGE OF THIS WEBSITE BY YOU
SIGNIFIES YOUR ASSENT TO THE FOLLOWING BINDING AGREEMENT.
1. DEFINITIONS AND INTERPRETATION:
1.1 In addition to the terms defined elsewhere in this Agreement, the following definitions apply:
a) “Campus” means the premises at which the educational services will be provisioned, the Private
Teacher will be responsible for providing the Campus (from the set of approved Campuses).
b) “Class” means an aggregated group of up to nine students who accept their aggregation for the
purpose of being matched to a Private Teacher to deliver education services to the group over an
academic year as set out in education services agreement.
c) “Private Teacher Job Offer” means the communication to registered Private Teachers of the
opportunity to be matched with and contract with a Class for the purpose of providing them with
educational services for an academic year.
d) “Commission” means the fee paid by the Private Teacher to The Open Primary for successfully
acquiring a Class of students through the Website and receiving website services concomitant to that
e) “Data” means all data reflected on and within the Website relating to provision of education
f) “Education Services” means the education services as provided by the Private Teacher pursuant to
the terms of an education services agreement.
g) “Fee” means the amount (including applicable taxes and fees) that the Private Teacher is entitled
to charge each Parent who is part of the Class that the Private Teacher contracts with for the delivery
of education services.
h)”Intellectual Property Right” means any patent, copyright, invention, database right, design right,
registered design, trade name, brand, logo, slogan, service mark, know-how, unregistered design or,
where relevant, any application for any such right, know-how, trade or business name, domain name
or other similar right or obligation whether registered or unregistered or other industrial or
intellectual property right subsisting in any territory or jurisdiction anywhere in the world.
i) “Password” means the combination of letters and numbers unique and confidential to the Private
Teacher that is used to access the non-public pages of the Website relevant the Private Teacher.
j) Not used.
k) “Private Teacher” means the person who is Singapore Citizen or a Singapore Permanent Resident
above the age of 18 who holds the equivalent of a Post Graduate Diploma in Education and or other
applicable qualifications and has the requisite years of teaching experience as decided upon by The
Open Primary from time to time and who delivers the education services if contracted by a Class or
the person contracted to deliver only Mandarin education services and who possesses qualifications
and experience in teaching Mandarin.
l) “RedPak” means the stored value facility held by First XV Tutorial Centre Pte. Ltd. which individually
belongs to each Parent and to be used to settle the Education Services Fees due to the Private
Teacher in accordance with the payment terms
m) “Relief Teacher” is a Private Teacher registered on the website who provides education services to
a Class in the event of the absence of the Private Teacher contracted for the full academic year, the
Relief Teacher may be a part of a pool of Relief Teachers dedicated to one Class.
n) “User/Parent” means a person who has signed up and is registered with the Website for the use of
the Website, and is the father, mother or legal guardian of a child aged between 5 and 13 years at the
time of registration.
o) “Website” means www.theopenprimary.sg., the technology platform developed, owned,
controlled, managed, maintained, hosted, licensed and/or designed by The Open Primary to be
accessible through smartphones, tablet, computers and/or other devices, through which the Website
is made available.
p) “Website Services” means but not limited to the online aggregated Class, Relief Teacher and
Campus lead-generation and or agency actions and related communications, collection of and
disbursement of education services fees, communication media or channels as are from time to time
operated and made available by or on behalf of The Open Primary that allow the Private Teacher
contract to and deliver education services to a Class.
a) headings are for convenience only and do not affect its interpretation or construction;
b) the singular includes the plural and vice versa;
c) references to recitals, clauses, sub-clauses, paragraphs, annexures or schedules are references to
d) words importing a gender include other genders;
e) the word “person” means a natural person and any association, body or entity whether
incorporated or not;
f) where any word or phrase is defined, any other part of speech or other grammatical form of that
word or phrase has a cognate meaning;
g) a reference to any statute, proclamation, rule, code, regulation or ordinance includes any
amendment, consolidation, modification, re-enactment or reprint of it or any statute, proclamation,
rule, code, regulation or ordinance replacing it;
h) all monetary amounts are in Singapore dollars;
i) a reference to time refers to local time in Singapore;
j) “includes” is not a word of limitation;
prepared by (or on behalf of) that party;
l) a reference to any thing is a reference to the whole and each part of it;
m) a reference to a group of persons is a reference to all of them collectively and to each of them individually;
n) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document; and
o) the word “Parent” is used interchangeably with the word “Student”, with the actual Parent being
the registered user of the account on the Website.
2.1 The Open Primary is the operator of the website www.theopenprimary.sg (the “Website” or the
“Site”). The Website aggregates persons who have signed up as users to request aggregation into a
Class for the further purpose requesting education services from Private Teachers who have executed
this Agreement pursuant to having signed up as Private Teachers on the Website.
2.2 The Open Primary does not provide education services and is not a Private Teacher or an
2.3 You are an independent educator in the business of providing education services, which business
you are authorised to conduct in Singapore. You desire to enter into this Agreement for the purpose
of accessing and using the Website to acquire students for your education business.
2.4 All right, title, and interest in and to the website (excluding Content provided by the users) is and
will remain the exclusive property of www.theopenprimary.sg and our licensors. The website service
is protected by copyright, trademark, and other laws of Singapore. Nothing in these Terms gives you a
right to use the name of the website or website’s trademark or logo, or any other trademarks, logos,
domain names, or other distinctive brand features relating to the website or located on the website.
Any feedback, comments, and suggestions you may provide regarding the website (“Feedback”) are
entirely voluntary and you grant us a perpetual, irrevocable, worldwide, royalty-free license (with the
right to sublicense) to use, reproduce, modify, create derivative works of, commercialize, and
otherwise freely exploit such Feedback (including, but not limited to, all Rights therein) as we see fit
and without any payment or other obligation to you.
3. REGISTRATION AND ELIGIBILITY:
3.1 In order to access our website/services, you shall be required to create a Private Teacher account
by completing the Private Teacher registration form on the Website and then clicking on the accept/
agree to the Website Services Agreement from the link sent to you after submission of your
completed registration form.
a) be over the age of 18 years;
b) be a holder of a Post Graduate Diploma in Education or its equivalent; and
c) be a Singapore Citizen or a Singapore Permanent Resident or an ACRA registered entity.
3.3 You represent and warrant that all required registration information you submit is truthful and
accurate, and you will maintain the accuracy of such information. You are responsible for maintaining
the confidentiality of your Account login information and are fully responsible for all activities that
occur under your Account. You agree to immediately notify us of any unauthorized use, or suspected
unauthorized use of your Account or any other breach of security. We cannot and will not be liable for
any loss or damage arising from your failure to comply with the above requirements. You must not
share your password or other access credentials with any other person or entity that is not authorized
to access your account. Without limiting the foregoing, you are solely responsible for any activities or
actions that occur under your website account access credentials. We encourage you to use a
“strong” password (a password that includes a combination of upper and lower case letters, numbers,
and symbols) with your account. We cannot and will not be liable for any loss or damage arising from
your failure to comply with any of the above.
3.4 You agree to provide and maintain accurate, current and complete information about your
Account. Without limiting the foregoing, in the event you change any of your personal information as
mentioned above in this Agreement, you will update your Account information promptly.
3.5 When creating an Account, don’t:
a) Provide any false personal information to us (including without limitation a false username) or
create any Account for anyone other than yourself without such other person’s permission;
b) Use a username that is the name of another person with the intent to impersonate that person;
c) Use a username that is subject to rights of another person without appropriate authorization; or
d) Use a username that is offensive, vulgar or obscene or otherwise in bad taste.
3.6 We reserve the right to suspend or terminate your Account if any information provided during the
registration process or thereafter proves to be inaccurate, false or misleading or to reclaim any
username that you create through the Service that violates our Terms. If you have reason to believe
that your Account is no longer secure, then you must immediately notify us at
3.7 You may not transfer or sell your website account and User ID to another party.
3.8 One individual can own only one account in his/her name.
3.9 You agree to comply with all local laws regarding online conduct and acceptable content. You are
responsible for all applicable taxes. In addition, you must abide by our policies as stated in the
Agreement and all other policies stated on our website and all other operating rules, policies and
procedures that may be published from time to time on the website by Company.
3.10 By accepting the terms, you agree that this is clear and unequivocal proof that the Website
Services terms are not unconscionable, that there is no unfair bargaining power or position, that there
is no duress, and that you have carefully read and understood the terms of the agreement.
4. OBLIGATIONS OF THE PRIVATE TEACHER:
4.1 By using the Website Services to receive and accept requests for education services and by
providing the education services to a Class, you, the Private Teacher accept, agree and acknowledge
that a direct legal relationship is created and assumed solely between You, the Private Teacher, and
the Class Parents. The Open Primary shall not be responsible or liable for the actions, omissions and
behavior of the Parents or Class Students in or in relation to your activities as the Private Teacher.
4.2 You, the Private Teacher, acknowledge and agree to be solely responsible for taking such
precautions as may be reasonable and proper (including taking out adequate insurances in conformity
with standard market practice) regarding any acts or omissions of the Parents, Students or yourself as
the Private Teacher.
4.3 You, the Private Teacher, acknowledge and agree that you will comply with all applicable laws and
regulations (including education, tax and employment laws) governing or otherwise applicable to you
as an independent contractor. The Open Primary does not and has no intention to exercise any
control over your actions in the provision of education services (except as provided under the
4.4 You, the Private Teacher, undertake that you will safeguard, protect and keep any Parent or
Student personal information received from the Website, at all times confidential and shall not
disclose it to any person, except as required by law.
4.5 You, the Private Teacher, authorise the The Open Primary to enter into a Campus classroom rental
arrangement and or to provide a Campus on your behalf, from The Open Primary’s Campus Providers
database, for the purposes of your provision of education services. The Open Primary will contract
directly with the Campus Provider on your behalf, and The Open Primary will manage the payments to
the Campus Provider on your behalf from the RedPak accounts of each Parent within the Class.
4.6 The Open Primary warrants that the extent of your liability for the Campus classroom rental shall
be limited to prospective use of the classroom (and or an damage the Campus that is directly
attributable to you), that is access to premises implies that the applicable rent for that period of use
has been paid to the Campus provider, as part of 80 or 20 hour rental advance payment.
4.7 If, you the Private Teacher, accept a Class Relief Teacher Pool Job Offer, all terms in this
Agreement apply to you as a Relief Teacher for each Relief Teacher assignment that you accept and
are required to undertake.
5. USE OF WEBSITE SERVICES BY PRIVATE TEACHER:
5.1 Where you, the Private Teacher, secure a Private Teacher Job through your application/bid, you
will be required to execute an education services agreement with the Parents. You will receive the
education services agreement for electronic/ signature through the Website or an email
communication from the Website applies/bids for a Private Teacher Job, You acknowledge and agree
that once you are awarded the Private Teacher Job, The Open Primary may provide specific
information to the Parents regarding your profile as a Private Teacher, including but not limited to
your name, gender, qualifications, the first three digits of your residential postal code and contact
information (contact information is only provided where all Parents have paid in full).
5.2 You, the Private Teacher, retain the sole right to determine when and for how long you will utilize
the Website Services to receive Private Teacher Job offers. You must however comply with the terms
of any education services agreement that you may sign through the Website.
6. REPRESENTATIONS OF THE PRIVATE TEACHER:
6.1 You, the Private Teacher, represent to The Open Primary that for the term of this Agreement:
a) You shall comply with all local laws and regulations, including the laws related to the provision of
education services and you will be solely responsible for any violations of such local laws and
b) You hold a valid Post Graduate Diploma in Education (for English Based Programme);
c) You have the appropriate and up-to-date level of expertise and experience to provide education
services for which you will apply/bid and that you will provide the services with the appropriate level
of due skill, care and diligence.
7.1 Parties understand and agree that in the performance of this Agreement, each party may have
access to or may be exposed to, directly or indirectly, confidential information of the other party (the
“Confidential Information”). Confidential Information includes Data, website services commission
rates, , financial, technical, operational and such other non-public information that either a disclosing
party designates as being private or confidential or of which a receiving party should reasonably know
that it should be treated as private and confidential.
7.2 Each party agrees that: (a) all Confidential Information shall remain the exclusive property of the
disclosing party and receiving party shall not use any Confidential Information for any purpose except
in furtherance of this Agreement; (b) it shall maintain, and shall use prudent methods to cause its
employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to
maintain the confidentiality and secrecy of the Confidential Information; (c) it shall disclose
Confidential Information only to those Permitted Persons who need to know such information in
furtherance of this Agreement; (d) it shall not, and shall use prudent methods to ensure that the
Permitted Persons do not, copy, publish, disclose to other source (other than pursuant to the terms
hereof) the Confidential Information; and (e) it shall return or destroy all (hard and soft) copies of
Confidential Information upon written request of the other party.
7.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to
the extent it (i) is or becomes part of the public domain through no act or omission on the part of the
receiving Party, (ii) was possessed by the receiving Party prior to the date of this Agreement, (iii) is
disclosed to the receiving Party by a third party having no obligation of confidentiality with respect
thereto, or(iv) is required to be disclosed pursuant to law, court order, subpoena or governmental
authority and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this
Agreement(including any technical, operational, performance and financial data (but excluding any
User Data) in confidence to an Affiliated Company.
8. FEES AND COMMISSIONS:
8.1 Education Services Fees:
The Education Services Fee payable per Student within a Class will be set annually by The Open
Primary. The Education Services Fee for a respective academic year will be reflected on the Website
and also within the Education Services Agreement that you, the Private Teacher, sign with Parents of
8.2 Website Services Commission:
You, the Private Teacher, shall pay The Open Primary a Commission, per Student within a Class that
receives Education Services from you, which shall be set by The Open Primary at The Open Primary’s
sole discretion based upon the market factors and maybe subject to change. The Fee is calculated as a
percentage of each Education Services Fee. The Education Services Fees will be collected by The Open
Primary for and on behalf of you, the Private Teacher. You, the Private Teacher, agree and request
that The Open Primary deduct its Commission payable by you on all Education Services Fees, settle
the Campus classroom rental charges, and then to remit the remainder of the Education Services Fee
to you, the Private Teacher, on an instalment by instalment basis. The Commission is set forth on the
Commission Rates page within Private Teacher account view after logging into the Website and will
change annually but may on exception change prior to the start of an academic year. Private Teachers
can always view the most current fee on the website and the fee will be communication with each
Private Teacher Job Offer.
8.3 The Open Primary is the holder of stored value facility, the RedPak, and does not require MAS
approval. Each Parent who contracts with a Private Teacher to receive Education Services will pay the
full academic year’s fees for their Student child into their RedPak account. You, the Private Teacher,
accept the use of the RedPak accounts as the mechanism for the collection of your education services
fees and further accept that the fees so collected will be paid out to you under the terms of your
Education Services Agreement with the Parents of the Class and the terms of this Website Services
Agreement. The payments made using the RedPak will be reflect in the RedPak accounts of the
Parents and in your education services fees account. The Open Primary will provide you payment slip
detailing gross amounts and any deductions thereon.
8.4 You, the Private Teacher, represent that you will ensure that you will notify the Open Primary of
any corrections necessary to the payment slip and the actual cash received by you within three (3)
business days after each payment to you. Unless The Open Primary receives timely notification (three
(3) business days) of any correction needed, The Open Primary shall not be liable for any mistakes in
the payment or in any calculation of the payment that is remitted to you, the Private Teacher
pursuant to the terms of section 8.
8.5 You, the Private Teacher, hereby expressly acknowledge and agree that the Fee rates on the
Website may change and your continued use of the Service or Software after any such changes shall
constitute your consent to such changes.
9. TERM, TERMINATION AND SUSPENSION:
This Website Services Agreement shall commence on the date this Agreement is accepted, for an
indefinite period of time, unless terminated by either party by written notice with due observance of
a notice period of seven (7) calendar days. The Open Primary may terminate this Agreement
automatically, without any notice requirement, at such moment when the Private teacher no longer
qualifies, under the applicable law or the quality standards of The Open Primary, to provide the
10. RELATIONSHIP BETWEEN THE PARTIES:
10.1 The relationship between the Parties is solely that of independent contracting parties.
10.2 The Parties expressly agree that this Agreement is not an employment agreement or
employment relationship. The parties further agree that no employment contract is created between
the Open Primary and the Private Teacher.
10.3 The parties expressly agree that no joint venture, partnership, employment, or agency
relationship exists between you, The Open Primary or any third party provider as a result of this
agreement or use of the website services.
10.4 You, the Private Teacher, acknowledge and agree that you have no authority to bind The Open
Primary and you undertake not to hold yourself out, as an employee, agent or authorized
representative of The Open Primary. Where, by implication of mandatory law or otherwise, you may
be deemed an agent or representative of The Open Primary, you undertake and agree to indemnify,
defend and hold The Open Primary harmless from and against any claims by any person or entity
based on such implied agency relationship.
11.1 IN NO EVENT SHALL THE OPEN PRIMARY’S AGGREGATE LIABILITY EXCEED THE FEES ACTUALLY
PAID BY AND/ OR DUE FROM THE PRIVATE TEACHER IN THE SIX (6) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE OPEN PRIMARY BE
LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND. THE OPEN PRIMARY SHALL NOT BE
LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAYBE INCURRED BY THE PRIVATE TEACHER,
INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANYWAY
CONNECTED WITH THE WEBSITE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY
TO USE THE WEBSITE SERVICES.
11.2 The Open Primary makes no guarantees, warranties, or representations as to the services
provided under the website.
11.3 The education services that you provide pursuant this Agreement are fully and entirely your
responsibility. The Open Primary does not screen or otherwise evaluate potential Parents/ Students/
Users of education services. You understand, therefore, that by using the Website Services, You may
be introduced to third parties that may potentially cause you physical or mental harm, and that you
use the Website Services at Your own risk.
11.4 THE OPEN PRIMARY WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH
THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE THE OPEN PRIMARY FROM ANY AND ALL
LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE WEBSITE
SERVICES, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE WEBSITE
12. NO GUARANTEE:
12.1 You, the Private Teacher, agree and accept that The Open Primary does not guarantee you a
match with or successful outcome for your application(s)/bid(s) for Private Teacher Job Offers. The
successful matching of a Private Teacher is on best fit candidate basis which is determined using the
attributes of the Private Teachers and the attributes and factors indicated by the Parents within the
Class. The attributes and factors indicated by the Parents may change from time to time due to
updates by the Parents and changes in the parameters and matching methods applied by the
12.2 You, the Private Teacher, agree and accept that to make a valid application/bid for a Private
Teacher Job Offer you will pay, to The Open Primary, a refundable Bid Deposit and if you
application/bid is successful a refundable Acceptance Deposit for amounts reflected in the Fees page
within the Private Teacher log in section. You further accept that, the Bid Deposit is refundable to you
as an unsuccessful applicant as soon as the successful Private Teacher applicant accepts the Private
Teacher Job and pays the Acceptance Deposit, and that if you are the successful candidate the Bid
Deposit and the Acceptance Deposits will be refunded only upon your completion of provision of
education services for the academic year or the termination of your education services contract under
the terms of your Education Services Agreement. If you accept a Relief Teacher Pool Offer, you will
only need to maintain an Acceptance Deposit that is refundable at the end of the academic year or
you serving four (4) weeks’ notice of resigning from the Relief Teacher Pool.
Subject to the exceptions set forth in this Agreement, You, the Private Teacher agree and undertake
that You will indemnify, defend and hold The Open Primary (and it officers and employees) harmless
from and against any and all claims, demands, expenses (including legal fees), damages, penalties,
fines, social contributions and taxes by a third party (including Parents, regulators and governmental
authorities) directly or indirectly related to this Agreement.
14.1 The Site is provided without any warranties or guarantees and in an “As Is” condition. You must
bear the risks associated with the use of the Site.
14.2 The Site provides content from other Internet sites or resources and while our website tries to
ensure that material included on the Site is correct, reputable and of high quality, it shall not accept
responsibility if this is not the case. We will not be responsible for any errors or omissions or for the
results obtained from the use of such information or for any technical problems you may experience
with the Site. This disclaimer constitutes an essential part of this User Agreement. In addition, to the
extent permitted by applicable law, we are not liable, and you agree not to hold Company
responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or
reputation, profits, or other intangible losses or any special, indirect, or consequential damages)
resulting directly or indirectly from:
Your use of or your inability to use our Website, Services and tools;
Delays or disruptions in our Website, Services, or tools;
Viruses or other malicious software obtained by accessing our Website, Services, or tools or any site,
Services, or tool linked to our Website, Services, or tools;
Glitches, bugs, errors, or inaccuracies of any kind in our Website, Services, and tools or in the
information and graphics obtained from them.
14.3 Your use of the Website may be subject to interruption or delay from time to time. Due to the
nature of the Internet and electronic communications, we (and our service providers) do not warrant
that the Website will be error free, or will operate without interruption or delay, or free from defects.
You acknowledge and agree that we will not be responsible or liable for any damage, loss, cost,
expense, or harm arising directly or indirectly as a result of any such error, delivery failure,
interruption, delay, or defect.
15. GOVERNING LAW:
15.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic
15.2 The parties agree to submit to the non-exclusive jurisdiction of the courts of the Republic of
15.3 In any action or suit to enforce any right or remedy under this agreement or to interpret any
provision of this agreement, the prevailing party shall be entitled to recover its reasonable attorney’s
fees, costs and other expenses.
16. DISPUTE RESOLUTION:
Other than disputes regarding the Intellectual Property Rights of the parties, any disputes, actions,
claims or causes of action arising out of or in connection with this Agreement or the Website Services
may be subject to mediation. The parties agree to resolve all disputes amicably.
17.1 By using the Site and Services, you accept that communication with us will be mainly electronic.
We will contact you by email or provide you with information by posting notices on the Site and
17.2 You acknowledge that all contracts, notices, information and other communication we may
provide electronically comply with any legal requirements that such documents are in writing.
17.3 Notice will be deemed received and properly served immediately when posted on the Site and
Services, 24 hours after an email is sent. As proof of service, it is sufficient that:
(a) the email was sent to the specified email address.
18. LINKS TO OTHER WEBSITES:
Links to third party Websites on this site are provided solely as a convenience to you. If you use these
links, a new browser will be lodged to access linked Websites. We have not reviewed these third party
Websites and does not control and is not responsible for any of these Websites or their content. We
do not endorse or make any representations about them, or any information, or other products or
materials found there, or any results that may be obtained from using them. If you decide to access
any of the third party Websites linked to this site, you do this entirely at your own risks.
19. NO WAIVER IMPLIED:
The failure of us to enforce at any time any of the provisions of these of Agreement, or the failure to
require at any time performance by you of any of the provisions of these provisions, shall in no way
be construed to be a present or future waiver of such provisions, nor in any way affect the our right to
enforce each and every such provision thereafter. The express waiver by us of any provision,
condition or requirement of these provisions shall not constitute a waiver of any future obligation to
comply with such provision, condition or requirement.
Each Term shall be deemed to be severable. If any Term or portion thereof is found to be invalid or
unenforceable, such invalidity or unenforceability shall in no way effect the validity or enforceability
of any other Term.
21.1 You will not assign any rights or delegate any obligations under these Terms, in whole or in part,
by operation of law or otherwise, without obtaining our prior written consent, which may be withheld
in our sole discretion.
21.2 We may assign our rights and delegate any of our obligations under these Terms, in whole or in
part, without your consent. Any assignment or delegation in violation of the foregoing will be null and
void. These Terms will be binding and inure to the benefit of each party’s permitted successors and
22. FORCE MAJEURE:
We shall be under no liability to you in respect of anything that, if not for this provision, would or
might constitute a breach of these Terms, where this arises out of circumstances beyond our control,
including but not limited to:
(a) acts of god;
(b) natural disasters;
(f) shortage of supplies, equipment, and materials;
(g) strikes and lockouts;
(h) civil unrest;
(i) Computer hacking; or
(j) malicious damage.
23. ENTIRE AGREEMENT:
These Terms collectively represent the entire agreement and understanding between you and us and
supersede any other agreement or understanding (written, oral or implied) that you and we may have
had. Any statement, inducement, promise, covenant or condition not expressly found either in these
Terms shall be deemed as void.
24. CONTACT US:
For any further clarification of out Terms, please write to us at email@example.com
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