Alpha Matrix Marketing Pte Ltd supplies the following to the user or User (collectively, the “Services”):
1. A Website with a Website through which User may order Items (the “Website”);
2. Items branded according to the User’s specifications (each such item a “Branded Item”), which may be from Alpha Matrix Marketing Pte Ltd’s regular catalogue (a “Blank Item”); and
Alpha Matrix Marketing Pte Ltd shall retain all rights, title, and interest in the Website and each part of the Website, and nothing in this Terms pf Use is intended to transfer any right, title, or interest in the Website to User at any time.
Alpha Matrix Marketing Pte Ltd shall:
1. Permit User and each User to access the Website;
2. Within a reasonable time period, issue each User with a User Account to enable such User to access the Website;
3. Display items for sale on the Website, and permit each User to purchase items through the Website;
4. Use reasonable efforts to ensure that the Website is accessible in each Distribution Region in accordance with the prevailing laws in such Distribution Region;
5. Use reasonable efforts to procure that each User is able to access the Website during regular working hours prevalent in the relevant Distribution Region, subject to any maintenance time, legal restriction, and event outside its control; and
6. Take all reasonable precautions in accordance with industry practice to ensure that the Website remains free from any Malicious Code, including ensuring that virus protection software is used and kept up to date and to test for any Malicious Code and that all messages, attachments and other document provided in an electronic format to User and each User shall be free from any Malicious Code.
• If either Alpha Matrix Marketing Pte Ltd or User becomes aware that the Website or any message, attachment or other document provided to User is infected with any Malicious Code that Party shall immediately report its finding to the other Party and provide all information reasonably requested by the other Party in relation to the Malicious Code.
• Alpha Matrix Marketing Pte Ltd may at any time remove any item for sale on the Website, or restrict certain users from accessing certain parts of the Website if it deems that the sale or provision of such Item is not desirable, or if the sale or provision of such Item would contravene any applicable law or regulation in Singapore or other relevant territories.
• Upon receiving a registration request from User, Alpha Matrix Marketing Pte Ltd shall create a user account for new User on its Website (a “User Account”) and transmit the username and password to such User Account to such User, and thereafter permit such User to use the Website to order and purchase Items.
• Each user will be solely responsible for maintaining the security of its User Account, and will be fully responsible and liable for every act taken through such User’s User Account to the extent that such act is not taken or caused by the negligence, recklessness, or willful act of Alpha Matrix Marketing Pte Ltd or its Employee.
• Alpha Matrix Marketing Pte Ltd shall invoice each User for any items purchased by such User on the terms of sale as set out in the Website and amended from time to time, and the User shall procure that each User complies with such terms of sale.
• User shall be fully responsible and liable for every act of an User on the Website or taken through such User’s User Account, including purchases made by the User through the User, and shall fully indemnify Alpha Matrix Marketing Pte Ltd upon demand against any damage, loss, or expense suffered or incurred by Alpha Matrix Marketing Pte Ltd pursuant to any order placed, purchase made, or any other act taken by such User through such User’s User Account, as if such act was taken by the User itself.
• User is considered to be a primary obligor to any such damage, loss, or expense suffered or incurred and Alpha Matrix Marketing Pte Ltd may make such demand or commence any claim directly against the User without making any demand, commencing, or resolving any claim against such User beforehand.
• This indemnity shall not extend to any damage, loss, or expense suffered or incurred as a result of the negligence, recklessness, or willful act of Alpha Matrix Marketing Pte Ltd or Alpha’s Employees.
• User may at any time revoke the approval of any User by giving not less than 3 Business Days’ written notice to Alpha Matrix Marketing. Upon receiving such written notice, Alpha Matrix Marketing Pte Ltd shall without undue delay take all necessary steps to deactivate such User’s User Account. The User shall continue to be fully responsible and liable for each act taken by such User until such User Account is deactivated or 3 Business Days have passed since the date of Alpha’s receipt of the revocation notice.
• Each User may order Items from time to time (an “Item Order”).
• If the Website has commenced operations at such time, each Item Order shall be made through such User’s User Account in the Website.
• If the Website has not commenced operations or is for any reason unavailable or non-operational at such time, each item order shall be made pursuant to such written alternative medium as Alpha Matrix Marketing Pte Ltd may designate from time to time.
• Each item order shall be deemed to be a separate offer by such User to purchase the relevant Items, which Alpha Matrix Marketing Pte Ltd may accept or decline in its absolute discretion.
• Upon receiving an Item Order, Alpha Matrix Marketing Pte Ltd may accept such Item Order by issuing an order acknowledgment summarising the Item Order, stating the total price for the relevant Items, the estimated delivery date, and an order number (“Order Acknowledgement”).
• Alpha Matrix Marketing Pte Ltd will only process the Item Order only upon receipt of payment from the User. Alpha Matrix Marketing Pte Ltd will not be responsible for any claims or damages resulting from a delay in the fulfillment of the Item Order due to a delay in receipt of payment.
• Each User may cancel its order at any time no later than 1 hour after Alpha Matrix Marketing Pte Ltd issues its Order Acknowledgement.
• After such time, such order may only be canceled or amended with Alpha Matrix Marketing Pte Ltd’s written consent. Each cancellation will be carried out in writing through such form which Alpha Matrix Marketing Pte Ltd may designate from time to time.
• Each User shall clearly state the order number on all correspondence relating to each Item Order, failing which Alpha Matrix Marketing Pte Ltd will be under no obligation to process or accept any Item Order or any communication thereupon.
Terms of Payment
Alpha Matrix Marketing Pte Ltd may accept payment by any means it provides on the Website, including via credit card or the usage of third-party payment service providers such as SmoovPay, and may further require that payment be made at the point of purchase of any product from the Website.
If payment is not made through the Website, shall invoice each User for each Order at any time after receiving such Order.
Each User shall pay all invoices in full and in cleared funds within 3 days from the date of invoice or at such other time as indicated by Alpha.
Each User shall make all payments in the currency stated in such invoice, without set-off, deduction, or counterclaim, through such means provided by Alpha Matrix Marketing Pte Ltd on the Website, bank or telegraphic transfer to Alpha Matrix Marketing Pte Ltd’s bank account, or otherwise by such means that Alpha Matrix Marketing Pte Ltd may designate from time to time. The User shall wholly bear any cost incurred in such transfer.
Each User shall make all payments directly to Alpha Matrix Marketing Pte Ltd and not to any service partner or Employee of Alpha.
Exclusion and Limitation of Liability
Nothing in this Clause shall confer any right or remedy on User to which it would not otherwise be legally entitled.
• if the breach is in relation to the non-payment of monies, the sum which Alpha Matrix Marketing Pte Ltd would have actually received from User if User had paid the monies to Alpha Matrix Marketing Pte Ltd (excluding any interest or cost which may be applicable as a result of late payment); and
• in any other case, the actual direct loss and damage suffered by Alpha Matrix Marketing Pte Ltd, and User or such User shall not be liable to Alpha Matrix Marketing Pte Ltd for any indirect or consequential loss or damage suffered by Alpha, including loss of profits, loss of goodwill, loss of opportunity, and any loss or damage suffered by Alpha Matrix Marketing Pte Ltd as a result of an action brought by a Third Party.
Each Party shall:
• agree that Alpha Matrix Marketing Pte Ltd reserves the right to use order information for advertising or promotional purpose unless notified by the user explicitly that the order information is to be confidential;
• Maintain confidential all Confidential Information that it may acquire in any manner; and
• is disclosed or used on the other Party’s instructions or with the other Party’s express or implied consent;
• is or becomes generally known to the general public through no act or default on such Party’s part, provided that information will not be deemed to be generally available to the public by reason only that it is known to only a few of those people to whom it might be of commercial interest, and a combination of two or more parts of the Confidential Information will not be deemed to be generally available to the public or the industry by reason only of each separate part being so available;
• is hereafter disclosed to such Party without any obligations of confidence by a Third Party who has not derived it directly or indirectly from the other Party;
• such Party is legally required to disclose by any applicable law or by the order of a court of competent jurisdiction or by a recognized stock exchange, government, department or agency or other bona fide regulatory body entitled at law to require the disclosure of such information, and in such a case such Party shall to the fullest extent permitted by law notify the other Party of such disclosure or requirement for disclosure (as the case may be) as soon as it becomes aware of the same and shall co-operate with the other Party to take reasonable steps to preserve the confidentiality of such Confidential Information; or
In order to protect the confidentiality of the Confidential Information, each Party shall:
• keep separate the Confidential Information and all information generated by the other Party based thereon from all documents and other records of such Party;
• allow access to the Confidential Information to its employees on a need-to-know basis only and subject to such Party informing each Employee of the confidential nature of the Confidential Information and of the obligations on such Party in respect thereof;
• make copies of the Confidential Information only to the extent that the same is strictly required for the Services; and
• on request of the other Party to deliver up to the Customer or destroy all documents and other material in the possession, custody, or control of such Party that bears or incorporates any part of the Confidential Information.
Notwithstanding the above, in the event of any such deletion the Parties shall negotiate in good faith in order to agree on the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.
In a situation amounting to force majeure:
If a Party is unable to carry out its obligations or the carrying out is delayed as a result of the force majeure, it shall not be liable for its inability or the delay if:
• it promptly gives the other Party notice specifying the matters constituting the force majeure;
• it states its best estimate of the period for which its inability will continue or the period for which performance of its obligations will be delayed; and
• it uses all reasonable endeavors to remove or minimize the effect of the force majeure.
• the force majeure continues, or the carrying out of the obligation is delayed, for a period of more than three (3) months; or
Questions and Concerns
Effective as of 20th February 2020.