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Terms of Sale

Terms of Sale

Last updated: 15 March 2021

These terms and conditions apply to you when you place an order for and/or purchase products (including JaiBolt™(s)) (“Products“) from Jaiota Pte. Ltd. (“Jaiota”/”we“/”us“/”our“) at our website https://jaiota.com/ (the “Site“).

We may also publish on the Site from time to time, our policies and procedures relating to orders for and/or purchases of Products from our Site including the following (“Sale Policies“):

 

By placing an order for and/or purchasing Products from the Site, you agree to be bound by these terms and conditions and the Sale Policies (collectively “Terms of Sale”). If you do not agree to the Terms of Sale please do not place an order for the Products or purchase the Products from our Site.

In the event of any conflict or inconsistency between these terms and conditions and any provision in the Sale Policies, these terms and conditions shall prevail.

Capitalised terms used here (if not otherwise defined) shall have the same meanings given to them under the Terms of Service https://jaiota.com/terms-service/.

 

1. USE OF OUR PRODUCTS

1.1 General. Our Products are generally intended for use either with each other and/or with the Service, subject to our Terms of Service.

1.2 Designated Countries Only.

Our Products (including the JaiBolt™(s)) and the Service depend on cellular networks for their operation, and can only be used in countries with networks supported by the data roaming coverage provided by our SIM provider, as listed at https://jaiota.com/designated-countries/ (which list may be amended by us from time to time) (“Designated Countries“).

Even where you are able to access the Service, you may not be able to receive or view any information or data in respect of your JaiBolt™ if it enters or is being used in a country other than a Designated Country.

It is your responsibility to monitor and ensure you are familiar with the Designated Countries at the time you register for an Account, purchase and/or use our Product(s), and/or use our Service.

Notwithstanding the above, a Designated Country is merely one where data roaming is made available by our SIM provider (as described above), and shall not be construed as a (nor do we make any such) representation or warranty that our Product(s) and/or Service are ready or approved for use in the Designated Countries. The importation, possession and/or use of our Product(s) and the Service in any country may be subject to restrictions or require regulatory approval. You agree that you are solely responsible for obtaining and maintaining all licences, clearances, permissions and other consents necessary for the importation, possession and/or use of our Product(s) and Service by you in the relevant countries.

You will not be entitled to any refund or other remedy on the basis that the JaiBolt™, or any of our other products and services (including the Service) are not functional, or have limited or impaired functionality, in a country that is not a Designated Country, or that their importation, use and/or possession in any country (even if a Designated Country) is not permitted, licensed or compliant with applicable laws.

1.3 JaiBolt™s.

Our Jaiota software application(s) (available on web and mobile) (“App(s)“) offer you a suite of features and functionalities, including the ability to interact with, track and access information regarding the JaiBolt™s, through your user account with us (“Account”).

Please note that JaiBolt™(s) and the Service (made available through our Site and/or App(s)) are intended to operate and be used together, and you will not be able to utilise their core or full features and functionalities unless you have both purchased a JaiBolt™ and have an active registered Account for the Service.

Further, the Service is intended to be delivered through both the web and mobile versions of the App(s). As the functionalities, features and services available on each version are slightly different, you will need to have both in order to be able to access the core and/or full functionalities of the Service.

1.4 SMS packages. You may configure your Account to receive alerts (via SMS or email) relating to your JaiBolt™. Each JaiBolt™ you purchase comes with a fixed number of SMS text messages that you can use for such purpose, and if more are required, you may purchase additional SMS text messages (which are sold as a package) from our Site. No refunds will be given for unused SMS text messages.

1.5 Patents and analogous rights. Our Products may be the subject of patent, design and other analogous intellectual and industrial property rights protection. By acquiring products from us or using our services, you acknowledge that you are not granted any right or licence to reproduce or otherwise exploit the underlying intellectual property rights in any of our products or services, and in particular the JaiBolt™, Site and/or App.

 


2. PRODUCT INFORMATION ON OUR SITE

2.1 Product details. Due to packaging or product redesign and improvements or production variations, pictures and information on the Products on the Site may not reflect exactly the Product you will receive. We reserve the right to change the details of the Products on the Site at any time without giving any reason or prior notice.

2.2 Stock availability. We do not represent, warrant or undertake that all Products listed on our Site will be available for order at all times or, until an Order is accepted, that we can supply the volumes requested.

In the event the Product you have ordered is out of stock or unavailable, we reserve the right to:

  1. substitute or replace the Product with another of analogous or equivalent technical specifications, and you agree to accept delivery of such substitute Products; or
  2. cancel your Order/Accepted Order and provide you with you a refund of the Price.

2.3 Prices. Unless otherwise indicated, all prices of Products on the Site are in U.S. dollars. Our prices may change from time to time, and any promotional discounts or offers may also be withdrawn at any time without notice.  We do not provide price protection or refunds in the event of a price reduction or promotional offering.

Prices for the Products are quoted Ex Works (Incoterms 2020) our warehouse, and do not include any other related charges and/or taxes (including shipping charges, insurance, brokerage fees, custom duties and levies, goods and services tax (“GST“), value-added tax (“VAT“)  and/or other taxes), which will be borne by you.

Only the Product price, shipping charges and GST levied in Singapore will be notified to you at checkout. You are responsible for calculating and paying all other related charges and/or taxes that may be levied on or incurred by you in relation to the Products.

 


3. ORDERING PROCESS

3.1 Offer. An order for Products placed by you through the Site (“Order“) constitutes an offer by you to purchase the specified Product(s) in the quantities set out in your Order and for the price and other related charges and taxes notified to you at checkout.  You shall be responsible for ensuring the accuracy of your Order. Any additional terms stipulated by you or otherwise included or referred to by you in your Order, or any proposed variation to these Terms of Sale in your Order, shall not be binding on us. You agree that in submitting an Order, you have not relied on any representations or statements (including any descriptions, illustrations or specifications contained on our Site or in any marketing materials) other than those expressly set out in these Terms of Sale.

3.2 Orders placed by Company. If you are placing an Order on behalf of an employer, company, business, organisation, or other entity, (“Company“), you are agreeing to the Terms of Sale on the Company’s behalf, and personally guaranteeing and representing that you have the legal authority to act on behalf of the Company and to bind the Company to the Terms of Sale and enter into a Contract, and references to “you“/”your“/”yours” shall mean you, the natural person, and the Company you represent.

3.3 Order processing. You authorise us to transmit information about you and your Order to relevant third parties to the extent reasonably necessary to process your Order and payment (including verification checks to authenticate your identity, and/or validate your credit/debit card) and arrange for the delivery of the purchased Products, subject to our Privacy Policy.

3.4 Order verification. We may at our discretion without giving any reason and without any liability to you:

  1. require you to identify yourself or confirm your Order by alternative means (including in writing given in person or by email); and/or
  2. decline to process your Order (including delaying processing to verify the authenticity of your Order or not processing an Order that is ambiguous or incomplete).

However, we are not obliged to investigate the authenticity, accuracy or completeness of any Order. Accordingly, we may treat your Order as duly authorised, valid and binding on you notwithstanding any error, fraud, forgery, lack of clarity or misunderstanding relating to your Order.

3.5 Acceptance. All Orders are subject to our acceptance. We reserve the right to reject or cancel your Order for any reason at our discretion (including if the requested Product is unavailable, if there is an error in the price or description of the Product or in your Order). No binding obligation to supply the Products in an Order shall arise, until we notify you in writing of our acceptance of your Order via the Site or in an email.

Receipt of, or processing of payment for, an Order shall not in itself constitute acceptance of the Order by us.

3.6 Cancellation. We will cancel your Order if we are unable to accept your Order within fourteen (14) days, with the exception of Products that have not yet been released for sale and for which we are accepting pre-orders.

Where an Order for any Product(s) is rejected or cancelled by us, any payment made by you for such Order shall be reversed or refunded by us in accordance with our prevailing refund policy at such time. If we reject your Order, we will endeavour to notify you either at the time you submit the Order or within a reasonable time thereafter.

You cannot cancel an Order (or part of an Order) once it is submitted. All Orders will be deemed to be irrevocable and unconditional upon transmission through the Site and we are entitled to process submitted Order(s) without further reference to you.

3.7 Sales contract. Once your Order is accepted by us (“Accepted Order”), a binding contract will be formed between you and us upon these Terms of Sale, and the Sale Policies (including the Warranty Policy https://jaiota.com/warranty-policy/ and Returns Policy https://jaiota.com/returns-policy/) (“Contract”). You agree at our request to do all acts and execute all documents which are necessary to give full effect to the Contract.

 


4. PAYMENT

4.1 Payment for Order(s) must be made via payment methods accepted by us (which are subject to change without notice to you). All credit card payments are subject to validation checks and authorisation by the card issuer. For more information on how to pay using each payment method, please read our FAQ.

4.2 You authorise us to charge all transactions and fees payable by you (including in connection with your Orders) whenever due, and to make refunds due to you, to your billing details and payment option on record with us or our third party payment processors and payment gateway service providers (“Payment Gateway“).

4.3 You will be responsible for complying with any terms and conditions and charges imposed by the Payment Gateway in connection with services they provide to enable your online payments. We shall not be responsible for any damage, injury or loss sustained by you or any other party caused by or in connection with your use of these third party gateways through our Site (including any errant or invalid transactions, or unprocessed transactions due to a network communication error, or any other reason). You agree that we are not responsible for missed payments, fraud, unavailability or security issues related to our third party payment processors, or any other issues related to payments.

 


5. DELIVERY

5.1 Delivery terms. Unless we expressly state otherwise in writing, delivery of all Products (including replacement Products) to you shall be made Ex Works (Incoterms 2020) our warehouse to a third party delivery provider or carrier appointed by us (“Carrier“), and in accordance therewith:

  1. freight, insurance, duties and all other related costs will be your responsibility;
  2. delivery of the Products to the Carrier shall constitute delivery to you; and
  3. carriage of Products will be at your risk.

For more information on delivery and delivery rates, please refer to https://jaiota.com/faq/

5.2 Risk and title. Risk of loss and title for Products under your Accepted Order shall pass to you at the same time, upon our delivery to the Carrier.

5.3 Carrier. For the avoidance of doubt, the Carrier shall not be deemed to be our agent. It is your responsibility to deal with the Carrier directly regarding the delivery of your Products.

Where we appoint a Carrier or arrange for the Products to be transported to your address, we shall be regarded as acting as your agent, and may conclude on your behalf such contracts for freight in respect of the Products with such persons and on such terms as we consider appropriate, and you shall reimburse us on demand all costs and expenses thereby incurred by us. We shall not be liable for any loss or damage to the Products suffered in transit.

We do not accept any responsibility and you hereby release us from all liability associated with any failure or default on the part of the Carrier, including any Products not being delivered at the time and date specified by the Carrier, or to the address notified to the Carrier.

If you have placed multiple Orders with us, please note that your Orders may be delivered by different Carriers. Accordingly, your Orders may arrive separately and at different times.

5.4 Special Instructions. If you have given special instructions for delivery in your Order (e.g. “during office hours 9:00AM – 5:00PM”) we will endeavour to pass your request to the relevant Carrier. However, the Carrier’s compliance with your instructions is not within our control and we will not be held responsible if your instructions are not followed.

5.5 Import/export. You will be responsible for promptly obtaining and maintaining all licences, clearances, permissions and other consents necessary for the supply, delivery, import and export of the Products, and in connection with the possession and use of the Products by you in the relevant jurisdiction. You will at your own cost provide to us, or assist us in procuring, any documents necessary for us to deliver the Products.

5.6 Instalments. Products may be delivered by instalments at our discretion. Any delay in delivery or defect in an instalment will not entitle your to cancel any other instalment.

5.7 International shipments. Products shipped internationally from our warehouses may be subject to taxes, customs duties and fees levied by the destination country (“Import Fees“). You will be the importer of record in the destination country and are responsible for all Import Fees.

Delivery is available only to the Designated Countries. For the full list of Designated Countries please refer to https://jaiota.com/designated-countries/.

5.8 Time of delivery. Any delivery timeframes given to you are estimates only and we shall not be liable for any loss or damage directly or indirectly arising from any delay or failure to deliver within the estimated delivery timeframes.

5.9 Inspection and acceptance. You must inspect the Products, or have them examined, at the time of delivery or as soon as possible afterwards. During such inspection, you should verify whether the Products meet the Accepted Order, namely:

  1. whether the correct Products have been delivered;
  2. whether the right quantity of Products have been delivered.

If any delivered Products do not conform with the Accepted Order, you must report these to us immediately in writing by email to [email protected] and in any case within seven (7) days from the date of delivery, failing which the Products shall be deemed to be accepted by you.

You shall not be entitled to reject any delivery of Products on the basis that an incorrect quantity has been supplied if we offer to (i) waive the Price or allow for the return of any excess Products at our costs, or (ii) refund the Price in respect of or deliver to you any undelivered Products.

5.10 Non-delivery. In the event you (or your Carrier) delays, refuses, neglects or fails to take delivery, we may at our option and without prejudice to any other remedy available to us at law or under the Contract:

  1. charge you for all fees and costs reasonably incurred by us as a result (including costs of storing the Products until delivery); and/or
  2. terminate the Contract, in which case we will no longer make the Products available for delivery.

Any delay or failure by you to take or accept delivery in accordance with the Contract shall constitute a material breach entitling us to terminate the Contract immediately with written notice to you.


6. INTELLECTUAL PROPERTY

6.1 You shall not remove or alter the trade marks, logos, copyright notices, seal numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products.

6.2 Where user guides, technical manuals, drawing or other materials (collectively “Materials“) are supplied to you in connection with the Contract, they must not be used other than strictly for the purposes of using and operating the Products, and subject to such terms and conditions as we may prescribe.

6.3 You agree that any and all copyrights, designs, patents and other intellectual and industrial property rights embodied in or relating to the Products and Materials shall remain our sole and exclusive property or that of our licensors (as applicable). By acquiring Products from us, you acknowledge that you are not granted any right or licence to reproduce or otherwise exploit the underlying intellectual property rights in any of the Products.

 


7. RETURNS, EXCHANGES & REFUNDS

7.1 Requests for returns or exchanges for delivered Products that do not conform with the Accepted Order must be made in accordance with Clause 5.9 and the Returns Policy.

7.2 Requests for returns or exchanges relating to defective JaiBolt™(s) must be made in accordance with the Warranty Policy.

7.3 Except where expressly stated under these Terms of Sale, Returns Policy or Warranty Policy, Products sold cannot be returned or exchanged, and we will not provide any refunds in respect thereof.

 


8. DISCLAIMERS, LIMITATIONS OF LIABILITY & LIMITED WARRANTY

8.1 The extent of our liability under or in connection with the Contract and/or the sale, supply, delivery, possession, replacement or use of the Products (regardless of whether such liability arises under tort, contract or otherwise and whether or not caused by negligence or misrepresentation) shall be as set out in this Clause 8 and the Warranty Policy.

8.2 We provide a limited warranty for JaiBolt™(s) as set out in the Warranty Policy. Except as provided in the Warranty Policy, we make no representations, and expressly disclaim any and all warranties and conditions of any kind, whether oral or written, express or implied (by statute, common law or otherwise), including warranties of non-infringement, merchantability, satisfactory quality, fitness for a particular purpose, or any implied warranty arising from course of performance, course of dealing, usage of trade, or otherwise, with respect to your Orders, the Products and other related materials, documentation or services, and the Carrier, to the maximum extent permitted under applicable laws.

8.3 You acknowledge and agree that the entire risk arising out of your orders for, and purchase and use of, the Products remains solely with you, to the maximum extent permitted by law.

8.4 Without limiting the foregoing and without prejudice to Clause 8.2 and any other disclaimers or limitations of liability in these Terms of Sale, we make no representation or warranty:

  1. that the transmission of any information using the Products will be entirely private or secure;
  2. as to the correctness, accuracy, completeness, reliability, safety, timeliness, quality, suitability or availability of the Products, or any of our other services, products, software, tools or information in relation thereto;
  3. that the use of any of our products or services (including the Service and JaiBolt™(s)) will ensure the safe, secure or timely delivery of your cargo or freight, or that your cargo or freight will be free from tamper or unauthorised access, or that you will be able to track your cargo or freight seamlessly;
  4. that third-party services that interact with the Products will be uninterrupted or available without fault. In particular, we cannot warrant or guarantee that the telecommunications networks provided by relevant service providers will remain available or uninterrupted, or will be accessible in any location; and/or
  5. relating to any Carrier.

 

8.5 Tracking shipments. You agree to familiarise yourself with how the JaiBolt™ works, its limitations, and how to use it appropriately, and to employ good judgment and common sense when using the Service and JaiBolt™(s). You acknowledge that it is your sole responsibility to use the Service and JaiBolt™(s) in a manner that will enable you to track your cargo and freight as desired, including by setting the appropriate ping rate and number and frequency of alerts (having regard to the length of the shipment journey and available battery charge in a JaiBolt™, and adjusting these as necessary during a journey in order to conserve JaiBolt™ battery power), monitoring JaiBolt™ battery levels and ensuring that the JaiBolt™ has sufficient battery charge for a shipment journey, and allocating sufficient JaiBolt™(s) for a long shipment journey.) Without prejudice to Clause 8.4, you acknowledge that utility, security and proper operation of the Service and JaiBolt™(s), and your ability to track your cargo or freight, depends on many variables including:

  1. how you choose to use the Service and JaiBolt™(s);
  2. cellular network availability, coverage, connectivity and signal strength, as the JaiBolt™ is only able to transmit information where it is able to establish a stable connection with the right cellular network;
  3. age and condition of the JaiBolt™(s) and its battery life and level, which will affect the ability of the JaiBolt™(s) to transmit information,

and accordingly, we make no representation or warranty either express or implied as to the accuracy of the tracking information that you receive via the JaiBolt™(s) and/or Service, that it is reflected in real-time or that is up-to-date at all times or at all.

8.6 Battery charge indicators. Any reading or indicator of your JaiBolt™(s) battery charge level that we provide to you through the Service, is an estimation only and we do not warrant the accuracy or currency of such information, and are not liable for any action taken by you in reliance on such information. If you are uncertain whether a JaiBolt™ has sufficient battery charge to last the rest of its journey, you are advised to replace it with a fresh one mid-journey.  If the battery level of your JaiBolt™ falls below a threshold level predetermined by us, its ping rate will automatically be reset to the minimum frequency specified by us in order to minimize battery power consumption, and you agree that this will occur without your consent and we have no liability to you for any loss or damage arising from changes in the ping rate as aforesaid.

8.7 Telecommunications. Our Products (including the JaiBolt™) may be capable of retrieving, storing and transmitting data through electronic, cellular and internet networks. By purchasing and/or using our Products, you acknowledge and agree that electronic, cellular and internet transmissions are never completely private or secure, and that it is possible that the data retrieved, stored and/or transmitted using the Products can be mistakenly released, lost, hacked or accessed by unauthorised users. You further acknowledge that utility and operation of the Products may be interrupted or interfered with as a result of technical errors or issues or other factors outside of our control.

8.8 Subject to Clause 8.14 and without prejudice to any other limitations of liability under these Terms of Sale, we shall not be liable (to you or any third party) for any loss, damage, cost or expenses (whether direct or indirect, or foreseeable or not, and even if we are aware of or advised of the possibility of the same) resulting from or in connection with:

  1. any defect in the Products arising from fair wear and tear, willful damage, misuse, negligence, accident, improper storage and or environmental conditions, alterations or modifications not authorised by us or failure to comply with our instructions (whether oral or written);
  2. any loss and damage as a result of claims brought against you by any third party in connection with the resale of the Products by you;
  3. any loss and damage as a result of the failure or unavailability of any third party service associated with or needed for the proper functioning of the Products;
  4. any delays or failure in our performance due to your act or omission (including your failure to comply with your obligations under the Contract);
  5. any modification, suspension or discontinuance of the Products or Service, changes to these Terms of Sale, or any other action taken by us pursuant to the Terms of Sale;
  6. telecommunications, technical, network or computer failures of any kind;
  7. any statements or errors in promotional or marketing materials;
  8. the error, act or omission, negligence, wilful default, misconduct, fraud or breach of any user (including you) or any third party;
  9. the failure by any user (including you) to comply with applicable laws; and/or
  10. third party claims against you.

 

8.9 Subject to Clause 8.14, we shall not be liable for any consequential, indirect, special, punitive, exemplary or incidental losses and damages even if informed of the possibility of such losses or damages.

8.10 Subject to Clause 8.14, we shall not be liable for any of the following (whether direct or indirect):

  1. loss of revenue;
  2. loss of profit;
  3. loss of data;
  4. loss of use;
  5. loss of production;
  6. loss of contract;
  7. loss of opportunity;
  8. loss of savings, discount or rebate (whether actual or anticipated); and
  9. harm to reputation or loss of goodwill.

 

8.11 Subject to Clause 8.14, no action, regardless of form, arising out of or relating to the Contract may be brought by you more than three (3) years after the cause of action has accrued.

8.12 Subject to Clause 8.14, if we are held or found to be liable to you (notwithstanding the disclaimers and limitations of liability in the Terms) for any matter relating to or arising in connection with the Contract or the sale, supply, delivery, possession, replacement or use of the Products and/or your order or purchase thereof (whether based on an action or claim in tort, contract or otherwise), the amount of damages you are entitled to recover from us shall be limited to, in aggregate, an amount equivalent to the price paid by you for the Product(s) directly giving rise to such liability.

8.13 You agree that the exclusion of warranties, liability and remedies in the Terms of Sale and the Warranty Policy are reasonable to allocate risks between you and us and enable us to provide the Products to you at lower prices than we otherwise could.

8.14 Notwithstanding any other provision of this Contract, our liability shall not be limited in any way in respect of the following:

  1. death or personal injury caused by our negligence; and
  2. any other losses which cannot be excluded or limited by applicable laws.

 


9. INDEMNITY

You shall fully indemnify and hold us, our subsidiaries, related companies, officers, directors, employees, partners and agents (“Indemnitees“) harmless from and against any and all damages, awards, expenses, losses, claims, actions, liabilities, penalties, costs and/or demands (including statutory liability and liability to third parties, economic loss, and court and legal costs assessed on a solicitor-client basis), suffered, incurred by or brought against any of the Indemnitees, due to or arising out of, whether directly or indirectly:

  1. your act, omission, negligence, willful default, mistake, misconduct, dishonesty or fraud;
  2. your breach of the Contract or any third-party terms;
  3. any breach, violation or infringement by you of any applicable laws or any third-party rights (including rights in contract, intellectual property, confidential information and/or personal data);
  4. any connection to, access and/or use of the Site and/or Service by you;
  5. Orders placed, purchases made, and/or communications issued by you (or your End-User) through your Account in respect of any Products;
  6. your instructions, and/or our acting in good faith and taking or refusing to take action based thereon; and/or
  7. any claim by a third party against any Indemnitee in respect of any of the above.


10. FORCE MAJEURE

10.1 We shall not be liable for any delay or failure in performing any obligations under the Contract if such failure or delay is due to Force Majeure.

10.2 For the purposes of the Contract, “Force Majeure” shall be deemed to be any cause affecting the performance of the Contract arising from or attributable to acts, events, omissions or accidents beyond our reasonable control and without limiting the generality of the foregoing, shall include:

  1. acts of God, storm, tempest, fire, explosion, flood, earthquake, subsidence, or other natural physical disaster;
  2. strikes, lock-outs, labour disturbances or lawful or unlawful labour disputes or other industrial action;
  3. acts of war, outbreak or threat of war, preparation for war, invasion, terrorism, riots, civil disorders, commotion or disturbance, rebellions, revolutions, military action, acts of terrorism, insurrection;
  4. epidemics, pandemics, quarantines, outbreak of debilitating disease and any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;
  5. impossibility of or delay in the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
  6. political interference with our normal operations of those of our agents or suppliers;
  7. judgments, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions, measures or acts of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact (including refusal or revocation of any licence or consent);
  8. expropriation, import or export regulations or embargoes;
  9. failure or interruption in communication lines, channels and networks and information systems, including network downtime;
  10. acts or omissions of any third party for whom we are not responsible; and
  11. failure of any source of supply, breakdown in machinery or any acute or unusual material shortages.

 


11. DISPUTE RESOLUTION

11.1 If for whatever reason you are dissatisfied with our Products, you must send a written notice to us by email in order to provide us with the opportunity to attempt in good faith to resolve the issue with you. If we are unable to resolve the issue, you may pursue resolution of the issue through the method in Clause 11.3.

11.2 You hereby agree to submit to the exclusive jurisdiction of the Singapore courts for the purposes of any legal action or proceedings (including any summons, motion or petition, and any application to court for injunctive, equitable and other relief) brought by us against you.

Subject to Clause 11.2 above, you hereby agree that any dispute, controversy or claim that you may bring against us arising out of or in connection with the Contract and your agreement with us, including any question you may raise regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the Singapore International Arbitration Centre (“SIAC“) or at such other venue in Singapore as the parties may agree in writing in accordance with the SIAC Rules. In relation to such arbitration:

  1. the law of the arbitration shall be the Singapore International Arbitration Act (Cap. 143A);
  2. a tribunal shall consist of a single arbitrator to be appointed by the Chairman of the Singapore International Arbitration Centre ;
  3. the language of the arbitration shall be English;
  4. the parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential; and
  5. no arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations.

 


12. GENERAL PROVISIONS

12.1 Interpretation. This Contract is to be interpreted in accordance with the following:

  1. references to Clauses are to clauses of these Terms of Sale;
  2. “including” (and its derivatives) means including without limitation and general words are not limited by example;
  3. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
  4. clause headings do not affect the interpretation of this Contract;
  5. a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase our liability under the Contract;
  6. a reference to a statute or a statutory provision includes all subordinate legislation made from time to time under that statute or statutory provision;
  7. references to time will mean Singapore time, unless otherwise stated.

12.2 Time. Time shall not be of the essence in relation to the performance of any of our obligations under the Contract.

12.3 Governing law. You agree that the Contract and all matters relating to the sale, purchase and use of the Products shall be subject to, governed by and construed in accordance with the laws of Singapore.

12.4 Assignment. You may not assign the Contract in whole or in part, without our prior written consent. We are entitled to and may assign, novate or otherwise transfer all or some of our rights and obligations under the Contract to any party without your prior approval. You shall execute such assignment, novation or transfer agreement as may be required by us for the purpose of documenting such assignment, novation or transfer of the Contract.

12.5 Severance. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

12.6 Waiver. No failure, delay or omission by us in exercising any right, power or remedy available to us at law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right or remedy. A waiver of any rights or remedies by us must be made in writing and signed by our authorised representative.

12.7 Third party rights. No one other than a party to the Contract, our successors and permitted assignees, or our related companies, shall have any right to enforce any of its provisions.

12.8 Notices to you. When visiting the Site or our App, making an Order or sending information to us, you are communicating with us electronically. By making such electronic communications you consent to receiving communications (including legal notices) from us electronically. We may communicate with you by:

  1. email to any email address or by mail to the street address that you have provided;
  2. by posting notices on the Site;
  3. using communication channels available on the Site or App; or
  4. by any other means set forth in the Warranty Policy, Refund Policy, or any other policy referred to in these Terms of Sale.

12.9 Notices to us. Unless we otherwise stated in the Terms of Sale, you may contact us if you have any questions relating to the Products or the Terms of Sale by using any of the following methods:

  1. For customer service and support issues, by email or telephone to the contacts listed at https://jaiota.com/contact-us/; or
  2. For service of legal notice which is required by contract or any law or regulation, by email in writing to [email protected] For the avoidance of doubt, communications sent to any other email address or to any support contacts or via in-app communications will not constitute effective legal notice to us or any of our officers, employees, agents and/or representatives.

12.10 International Sale of Goods. The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 to this Contract is hereby expressly excluded.