TERMS AND CONDITIONS FOR STORAGE AND WORKSPACE SERVICES.
1. Definitions and Interpretations
1.1 In these Terms and Conditions, the following words and expressions shall have the following meanings:
1.1.1 “Application” shall have the meaning ascribed to it in Clause 3.1.
1.1.2 “Commencement Date” shall have the meaning ascribed to it in Clause 4.1.
1.1.3 “Equipment” means any equipment, tool, gadget, device or property provided or made available for use in connection with any Services.
1.1.4 “Force Majeure Event” means any event or circumstance the occurrence and/or the effect of which PLC8 is unable to prevent or avoid notwithstanding the exercise of reasonable foresight, diligence and care on the part of PLC8.
1.1.5 “Intellectual Property” means patents, trade marks, service marks, trade names, domain names, rights in designs, semiconductor topography rights, industrial designs, database rights, copyrights (including rights in computer software), rights in know-how and other intellectual or industrial property rights (whether registered or unregistered and including applications for the registration of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world.
1.1.6 “Law” means all applicable law, legislation, regulation, codes of practice, and all standards, guidelines, instructions, directions or orders issued by any relevant regulatory authority, in force and as may be amended, supplemented or modified from time to time.
1.1.7 “Loss” means any losses, liabilities, costs, damages, claims or compensations whatsoever, whether direct, indirect or consequential in respect of any matter of whatever nature and howsoever arising (whether in contract, tort, negligence or otherwise).
1.1.8 “Member” means a person who, having fulfilled the membership requirements specified by PCL8, has been accepted as a Member in accordance with Clause 3.3 and who has not ceased to be registered as a member in accordance with these Terms and Conditions.
1.1.9 “Membership Term” means the period commencing from the date your Application to be registered as a Member was accepted in accordance with Clause 3.3, up to the date you cease to be registered as a member in accordance with these Terms and Conditions.
1.1.10 “Mobile App” means the mobile application maintained by PLC8 which you may use to submit an application to be registered to use the Services and carry out other transactions related to the Services.
1.1.11 “Payment Schedule” means the schedule found on the Website, within the Mobile App, posted at the Premises and/or provided or notified to you from time to time which sets out the fees and other charges (which take the form of Recurring Charges or charges which are payable on a one-time or per-usage basis, such as charges for printing and for use of meeting rooms) payable in respect of the Purchased Services (including any requirements as to payment of deposits) and any other terms and conditions related to such fees, charges and deposits, as may be modified by PLC8 from time to time. In the event there is any inconsistency between any of such Payment Schedules, the most recent Payment Schedule (as determined by the effective date stipulated on the Payment Schedule) shall prevail, unless otherwise notified by PLC8.
1.1.12 “PLC8” means PLC 8 Development Pte. Ltd., a company incorporated in Singapore with its registered address at 1 Fusionopolis Place, #10-10 Galaxis, Singapore 138522.
1.1.13 “Premises” means the premises known as “The Workshop” (or such other name as PLC8 may ascribe from time to time) located at Block 5008 Ang Mo Kio Avenue 5, Unit #04-09 to #04-16 and Corridor Area, Techplace II, Singapore 569874 (including any storage spaces, working spaces, meeting rooms, common areas or other spaces at such premises allocated, provided to or to which you have access as part of the Purchased Services), and/or such other premises as may be notified to you by PLC8 in writing from time to time.
1.1.14 “Purchased Service” means a Service which you have agreed to purchase and which PLC8 is obliged under these Terms and Conditions to provide to you (subject always to any changes to such Service which PLC8 may make in accordance with these Terms and Conditions) in accordance with Clause 3.3 of these Terms and Conditions.
1.1.15 “Recurring Fees” means the prices, charges or fees (as set out in the Payment Schedule) payable for the Purchased Services where such prices, charges or fees are payable on a recurring basis (whether in respect of each month or such other period prescribed by PLC8) during the Service Term for such Purchased Service.
1.1.16 “Services” means the provision of storage, provision of (shared or dedicated) workspace and other related services, as more specifically detailed on the Website and/or Mobile App.
1.1.17 “Service Term” means, in relation to:
(i) a Purchased Service where such Purchased Service relates to a service which comprises the use of a facility for a specified period of time, such specified period commencing from the Commencement Date, unless earlier terminated in accordance with these Terms and Conditions; or
(ii) a Purchased Service where such Purchased Service relates to the use of a service on a per-use, per-hour, per-page, per-credit or other similar method of computation, such specified period commencing from the Commencement Date during which you must complete usage of the quantum of the Purchased Service, failing which you shall be deemed to have completed consumption of your entitlement to the Purchased Service and shall cease to have any further right to utilise such Purchased Service. For the avoidance of doubt, you shall not be entitled to any refunds (in whole or in part) for any part of the Purchased Service not utilised within the relevant Service Term.
1.1.18 “Terms and Conditions” means these Terms and Conditions for Storage and Workspace Services, as may be amended, modified or supplemented from time to time.
1.1.18 “Website” means PLC’s website at http://www.theworkshop.sg, or such other Internet website as PLC8 may maintain in respect of the Services.
1.2 The headings or titles to the Clauses in these Terms and Conditions are to facilitate reference and shall not be referred to or relied upon in the construction of any provision of these Terms and Conditions.
1.3 Where the context so permits or requires, the singular shall include the plural and words in the masculine gender shall include the feminine gender and/or neutral gender and vice-versa.
1.4 Any reference in these Terms and Conditions to any Clause shall be construed as a reference to a Clause in these Terms and Conditions unless otherwise expressly stated.
1.5 The words “include” or “including” in these Terms and Conditions shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import.
1.6 Any references to “person” in these Terms and Conditions include any natural person, corporation, judicial entity, association, statutory body, partnership, limited liability company, joint venture, trust, estate, unincorporated organisation or government, state or any political subdivision, instrumentality, agency or authority.
1.7 Any determination or decision that PLC8 may make in its discretion under any provision of these Terms and Conditions may be exercised in PLC8’s sole and absolute discretion, and PLC8 shall not be required to provide any reason or explanation for its determination or decision. Without prejudice to the foregoing, any reason or explanation provided by PLC8 is for information only, shall not be binding on PLC8, and does not constitute any representation, warranty or undertaking as to future action or otherwise.
2. Representations and Warranties
2.1 You represent, warrant and agree that you are, and will at all times be, in compliance with the following:
2.1.1 if you are an individual, you are of legal age of majority to contract in Singapore as well as in the jurisdiction in which you reside (and in any event, no less than 18 years of age);
2.1.2 you shall not at any time be in arrears of any payment due to PLC8;
2.1.3 all information and/or documents you provide to PLC8 (including in connection with any Application) is true, accurate and complete in every respect;
2.1.4 you are legally capable and permitted to accede to and to comply with and to perform your obligations under these Terms and Conditions; and
2.1.5 if you are a body corporate or a partnership, your entrance into, and performance of your obligations under, these Terms and Conditions have been duly authorised by all necessary corporate action or partnership approvals (as the case may be), and do not and will not violate, conflict with or result in a breach or infringement of any Law, your constitutional documents or your partnership agreement (as the case may be).
3.1 You may submit an application (“Application”) to be registered as a Member or (if already registered as a Member) to purchase the use of any Services, in such form as PLC8 may prescribe from time to time, either through the Mobile App, the Website or in person at such locations as may be designated by PLC8.
3.2 You shall:
3.2.1 submit all such information (including your contact details, the Services which you would like to purchase, and the specific business or other activities which you intend to carry out at the Premises, including in connection with such Services), details and supporting documentation, and make the requisite payments under Clause 5.1.1, as may be required by PLC8 in connection with each Application, in such manner as may be required by PLC8 (including the submission or uploading of such information and documents through the Mobile App or Website); and
3.2.2 maintain and promptly update any such information, details and documentation provided. In particular, you shall ensure that, at all times, you have on record with PLC8, credit card and/or debit card details which are valid and from an issuer acceptable to PLC8.
3.3 PLC8 shall have the sole and absolute discretion to, by notice to you, accept or reject any Application for any reason and shall not be required to provide any reasons in respect thereof. If your Application has been rejected, PLC8 shall have no liability or any obligations in respect of the Application, save to refund to you any payments received by PLC8 under Clause 3.2.1. Without prejudice to the foregoing, PLC8 may reject any Application (or suspend or terminate any Service Term or your Membership Term at any time) if you are in breach of any of the representations and warranties in Clause 2.1 or if you fail to satisfy any anti-money laundering or know-your-clients checks which PLC8 may conduct at any time.
3.4 PLC8 shall have no obligation to notify you that a Service Term or your Membership Term is about to expire. Any such notifications (if provided) are provided on a goodwill basis and do not constitute a waiver or variation of this Clause nor a representation as to any future notifications.
4. Provision and Use of the Services
4.1 If PLC8 accepts your Application to use any Service, PLC8 shall notify you of the date on which you may (subject to PLC8 having received (in clear and freely transferable funds) the requisite payments (including under Clause 5.1.1)) commence to use the relevant Purchased Service (“Commencement Date”), the Service Term applicable to such Purchased Service, as well as any conditions or restrictions on the activities and purposes in connection with the use of such Purchased Service.
4.1.1 Subject to your full compliance with these Terms and Conditions, PLC8 will provide or make available such Purchased Service to you during the applicable Service Term, in accordance with these Terms and Conditions.
4.1.2 PLC8 may provide you with a welcome kit that may include a list of all items and property belonging to PLC8 that are provided to you in connection with the provision of such Purchased Service. Title to such items and property shall remain with PLC8 at all times and you shall have no rights in respect of the same save to use the same as expressly permitted by PLC8.
4.2 PLC8 reserves the right to amend, change and/or modify the nature and specifications of or conditions applicable to any Purchased Services at any time, in accordance with Clause 13. You may not make any changes to any Purchased Services save with PLC8’s prior written consent.
4.3 You acknowledge and agree that you shall:
4.3.1 fully comply with all applicable Laws and such instructions, guidelines, regulations and policies relating to the use and/or care of any Purchased Services, Equipment and/or the Premises, as PLC8 may prescribe from time to time, and ensure that you do not use any Purchased Services, Equipment and/or the Premises for any illegal or immoral purpose or activity;
4.3.2 not do or permit, cause or suffer to be done or omit to do any act, matter or thing which may contravene, or cause PLC8 to contravene, any applicable Law (including any guidelines issued by the Urban Redevelopment Authority relating to the usage of the Premises), or which may bring PLC8 into disrepute or otherwise reduce or diminish the goodwill, reputation, image or prestige of PLC8;
4.3.3 not engage in such activities which PLC8 had prohibited you from undertaking at the Premises, and not interfere with, limit or restrict the use of or access to any services, or the Premises, provided by PLC8 (or any of its employees, agents, suppliers, service providers, contractors or authorised representatives) to any other customer of PLC8. For the avoidance of doubt, PLC8 shall have the right at any time to enter the Premises for any purpose (including to carry out works, conduct spot checks and inspect the condition of any spaces at the Premises provided or allocated to you as part of the Purchased Services);
4.3.4 at all times keep and maintain all Equipment and the Premises in clean, tidy, good and tenantable condition, not make or carry out any unauthorised change, modification, alteration or any other work to any Equipment or the Premises (or any part thereof), and promptly make good, to the satisfaction of PLC8, any damage caused by you to any Equipment or the Premises; and
4.3.5 not allow or assist any unauthorised persons to access or use any Services, Equipment and/or the Premises without PLC8’s written consent. If PLC8’s written consent is given for any of your employees, agents, contractors or visitors to access the Premises and/or use any of the Services, you shall ensure that each such person shall also comply with all the obligations under this Clause 4.3.
4.4 You shall not use or register the Premises (or the address of the Premises) as your registered business address, unless approved by PLC8 in writing. Such approval may be given on such terms and conditions as PLC8 may prescribe at its discretion.
4.5 You hereby authorise PLC8 to receive on your behalf any notices or correspondences which are addressed to you and which are delivered to the Premises (“Mail”).
4.5.1 PLC8 shall process such Mail and shall forward or deliver such Mail to you in accordance with its applicable policies.
4.5.2 PLC8 shall have no other responsibilities or obligations in respect of any Mail, including to ensure that such Mail is delivered to you in a timely fashion.
4.5.3 PLC8 shall not be liable in any way for any Loss you may suffer or incur in connection with any failure and/or delay to deliver or forward such Mail to you.
4.6 PLC8 has the sole discretion to determine the means, manner and methods upon which the Services will be provided to you. In addition, PLC8 shall be entitled to engage any third party contractor(s) or person(s) as PLC8 deems appropriate to carry out any or all of the Services and/or PLC8’s obligations under these Terms and Conditions.
5. Fees and Payment Terms
5.1 You agree to pay all applicable charges as set out in, and in accordance with, the Payment Schedule, including the following:
5.1.1 any sums payable by way of advance payment or security deposit (existing Ascendas REIT's tenants shall be exempted and any damages or cost of cleaning services incurred by PLC8 arising from the existing Ascendas REIT’s tenants' usage of the Premises shall be automatically deducted from their respective Lease arrangement) for any Purchased Service (including full payment for any Purchased Service payable on a one-time or per-usage basis), to be paid upon Application in accordance with Clause 3.2.1; and
5.1.2 any Recurring Fees as specified in the payment notice sent to you by PLC8 every month (or such period as prescribed by PLC8), to be paid by the due date for payment specified in such notice.
5.2 For the purposes of collecting any payments due from you in connection with these Terms and Conditions, you hereby irrevocably authorise PLC8 to, and PLC8 shall be entitled to, charge such payments to the credit card and/or debit card the details of which have been provided by you to PLC8.
5.3 If you fail to make payment of any Recurring Fees in full by the due date for such payment, PLC8 may at its discretion by giving you notice, either with immediate effect or with effect upon a date so specified in such notice:
5.3.1 suspend the Service Term of any or all Purchased Services and/or your Membership Term; and
5.3.2 terminate the Service Term of any or all Purchased Services and/or your Membership Term, whereupon the procedures outlined in Clause 6.4 shall apply.
5.4 Any payment to be made by you to PLC8 shall be made in full without any deduction or withholding in respect of set-off, counter claim or otherwise. PLC8 shall be entitled to deduct from or set-off against any payment or sum due to you, any amount due to PLC8 from you, whether under these Terms and Conditions or otherwise, and whether payable as damages or otherwise.
5.5 PLC8 reserves the right to change, revise or amend, at its discretion and at any time, the rates for any price, charges or fees payable for any Services in accordance with Clause 13. You shall be liable to pay to PLC8 interest at the rate of 10 per cent. per annum calculated from the date when any sum under these Terms and Conditions becomes due and payable and compounded monthly at the beginning of each calendar month until full payment thereof is made to PLC8.
6. Suspension and Termination
6.1 PLC8 reserves all rights to suspend (indefinitely or for such period as PLC8 may consider appropriate) or terminate the Service Term of any or all Purchased Services, and/or your Membership Term, at any time by giving written notice to you, such suspension or termination to be effective on the date specified in such notice.
6.2 Notwithstanding anything contained herein and without prejudice to Clauses 5.3.1, 5.3.2 and 6.1, PLC8 may suspend (indefinitely or for such period as PLC8 may consider appropriate) or terminate the Service Term of any Purchased Service and/or your Membership Term immediately by written notice to you if:
6.2.1 PLC8 is required to do so in order to comply with any applicable Law;
6.2.2 you become bankrupt, insolvent or make any arrangement or composition with your creditors, or are unable to pay any of your debts as they fall due, or an order of court is made for your winding up or to place you under judicial management, or a members’ resolution is passed for your winding up or liquidation;
6.2.3 you have, or PLC8 has reason to believe that you have, committed or are likely to commit a breach of any of the provisions of these Terms and Conditions, or have misused or are likely to misuse any Services (including for any unauthorised use or any criminal or illegal purpose);
6.2.4 in PLC8’s opinion, any information provided by you to PLC8 in connection with your use of the Services is found to be false, misleading or incorrect, or you have perpetrated a fraud on PLC8 or have conducted yourself in a manner which may result in perpetrating (or which, in PLC8’s opinion, constitutes an attempt to perpetrate) a fraud on PLC8; or
6.2.5 if you are an individual, you die, becomes mentally incapacitated or suffer some other form of legal disability.
6.3 Save as expressly set out under these Terms and Conditions, you shall not be entitled to any payment, compensation, damages or refunds whatsoever in connection with or as a result of the expiry, suspension or termination of the Service Term of any Purchased Services, regardless of whether such Purchased Services have been utilised or not.
6.4 Upon the expiry or termination of any Service Term, you shall immediately cease to have any right to receive or use the Purchased Service applicable to such Service Term, and the following hand-over procedures shall apply:
6.4.1 You shall immediately return to PLC8 all property whatsoever belonging to PLC8 or provided by PLC8 to you (including as set out in the list provided to you under Clause 4.1.2, if any) in the original state and condition on the date such property was provided to you (fair wear and tear excepted). If you fail to return any such property, PLC8 shall replace such property, and all costs and expenses incurred by PLC8 to replace such property shall be paid by you.
6.4.2 You shall immediately vacate and return to PLC8 all storage and/or working spaces at the Premises allocated or provided to you as part of the Purchased Services, and carry out such reinstatement works as may be required to restore such spaces to their original state and condition on the date such spaces were allocated or provided to you (fair wear and tear excepted). If you fail to carry out such reinstatement works, PLC8 shall carry out such works, and all costs and expenses incurred by PLC8 for such works shall be paid by you.
6.4.3 If any of your property remains at the Premises, PLC8 may, and is hereby irrevocably and authorised by you to, dispose of your property in whatever way PLC8 thinks is appropriate. All costs and expenses incurred by PLC8 for such disposal shall be paid by you. PLC8 may use the sale proceeds from the disposal of your property to pay PLC8’s costs, expenses and any other monies owing by you to PLC8 in connection with such Purchased Service. If there are any remaining sale proceeds, PLC8 shall return the balance to you.
6.4.4 You shall indemnify and hold harmless PLC8 against any liability incurred by PLC8 to any third party whose property is dealt with or disposed of by PLC8 in the mistaken belief that such property belonged to you and PLC8 shall not be responsible for any losses or such damage incurred in the course of such removal.
6.4.5 Where such Service Term is terminated prior to its expiry date, all sums which would have been payable for the remainder of such Service Term shall immediately become due and payable to PLC8 and you hereby irrevocably authorise PLC8 to charge such sums to the credit card and/or debit card the details of which have been provided to PLC8 by you.
6.4.6 Where a security deposit has been provided in relation to such Purchased Service, PLC8 shall be entitled to set off against such security deposit:
(i) any amounts due and payable to PLC8 in connection with such Purchased Service; and
(ii) any amounts incurred by PLC8 to replace and/or reinstate any property or spaces in the Premises, or to dispose of your property, in accordance with this Clause 6.4,
and PLC8 shall refund the remainder of such security deposit to you within 60 days of the expiry or termination of such Service Term.
6.5 PLC8 may terminate your Membership if you have not purchased any Service or if PLC8 has suspended any Service Term for a period of 12 consecutive months, whereupon you shall immediately cease to have any rights or benefits under these Terms and Conditions.
6.6 The expiry or termination of any Service Term and/or the Membership Term shall not prejudice or affect any rights or remedies which have accrued to PLC8 prior to the date of expiry or termination. Notwithstanding the expiry or termination of the Membership Term, the provisions of Clauses 1, 2, 6.3 to 6.6, 8 to 10, 12, 14 to 20 (and any other provisions which by their nature ought to survive the termination) shall survive and remain in full force and effect.
7. Force Majeure
7.1 PLC8 shall not be liable to you or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of its obligations (including the provision or making available of any Purchased Services to you), if the delay or failure was due to a Force Majeure Event.
8. Proprietary and Intellectual Property Rights
8.1 You acknowledge and agree that all rights, title and interest in and to all Equipment and all Intellectual Property rights embodied in, relating to, in connection with or arising from the provision of the Purchased Services (including any Equipment, product, documents or other material provided in connection with any Purchased Services) shall vest solely and exclusively at all times in PLC8, and belong solely and exclusively to PLC8.
8.2 You shall not acquire any right, licence, benefit or interest in any such Equipment or Intellectual Property rights by virtue of anything done by or sums paid pursuant to these Terms and Conditions.
8.3 To the extent that any right, title or interest in such Equipment or Intellectual Property or any part thereof may remain or become vested in you notwithstanding Clause 8.2 above, you shall and you hereby irrevocably assign, transfer and convey, absolutely and unconditionally, to PLC8, the said rights, title and interests by way of such form of agreement or deed as may be required by PLC8.
8.4 You shall not, and shall not attempt or assist another person to, reproduce, modify, transfer, distribute, republish, download, post or transmit in any form or by any means (including electronic or mechanical photocopying or recording) any Intellectual Property in or relating to any Services unless authorised in writing by PLC8.
9.1 To the extent permitted by applicable Law, you shall defend, indemnify and hold harmless PLC8, its related corporations, and each of their directors, officers, employees, suppliers, licensors, agents, contractors and authorised representatives, in full from and against any and all actions, claims, proceedings, costs (including legal costs, on an indemnity basis, in defending any such actions, claims or proceedings), liability, losses and damages whatsoever, due to or arising from or in connection with the use of any Services, Equipment and/or the Premises (including, if approval is granted by PLC8 under Clause 4.4, your use of the Premises as your registered business address), and/or your breach of any provision of these Terms and Conditions.
9.2 PLC8 reserves the right to assume the defence and control of any claims, demands and actions, subject to indemnification by you, in which case you shall cooperate with PLC8 in asserting any available defences.
10. Exclusion and Limitation of Liability
10.1 You acknowledge and agree that, to the extent permitted by applicable Law:
10.1.1 PLC8 expressly excludes any guarantee, representation, warranty, condition, term or undertaking of any kind (including warranties of non-infringement of Intellectual Property rights), whether express or implied, statutory or otherwise, or any representations or warranties arising from usage or custom or trade or by operation of law, including as to the availability, accessibility, sequence, originality, correctness, completeness, accuracy, merchantability or fitness for any particular purpose, relating to, or arising from the use of, any Services, Equipment and/or the Premises; and
10.1.2 PLC8 shall not be liable in any way for any Loss in connection with the use of any Services, Equipment and/or the Premises, and/or these Terms and Conditions, including any Loss as a result of:
(i) any Services, Equipment and/or the Premises being inadequate, incomplete or inconsistent in any way;
(ii) any act, omission, negligence, misconduct, failure, refusal, delay or error by PLC8, the landlord of the Premises (or any of their respective officers, employees, agents, contractors, authorised representatives, service providers and/or suppliers) or any other person;
(iii) any loss or damage to, or theft of, any of your property at the Premises; or loss or damage to, or theft of, any of your property at the Premises; or
(iv) if approval is granted by PLC8 under Clause 4.4, your use of the Premises as your registered business address;
10.1.3 PLC8 does not represent or provide any warranties that the Services, Equipment and/or the Premises:
(i) will meet your requirements or comply with any description of such Services, Equipment and/or Premises; or
(ii) will always be available or accessible, or your access and/or use of the Services, Equipment and/or Premises will be uninterrupted, timely, secure or error-free; and
10.1.4 these Terms and Conditions exhaustively set out all your rights and remedies in connection with the Services and/or these Terms and Conditions (including a breach thereof), and your sole remedies are those which have been expressly set out herein. PLC8 shall not have any liability to you in connection with the Services and/or these Terms and Conditions unless a claim may be made under these Terms and Conditions. Without limiting the foregoing, any such claim may only be made against PLC8 and you shall not initiate or make any claims against any related corporation or affiliate of PLC8 (including Ascendas Real Estate Investment Trust and HSBC Institutional Trust Services (Singapore) Limited).
10.2 Subject to Clause 10.3, the total liability of PLC8 for any and all claims, whether in contract (including breach of contract), warranty, tort, negligence or under statute or any other legally recognised cause of action or liability whatsoever arising out of or in connection with the provision of any Services or these Terms and Conditions shall not in any event exceed (i) the total amount of fees and charges paid by you for the Purchased Services under these Terms and Conditions in the period of 12 months immediately preceding the date of the relevant claim, or (ii) the actual loss or damage, whichever is the lower amount.
10.3 Nothing in these Terms and Conditions shall be construed as limiting or excluding liability of PLC8 for any death or personal injury resulting from PLC8’s negligence or any other liability which applicable laws prohibit from being limited or excluded by contract.
11.1 During the Membership Term, you shall be required to effect and maintain such insurance policies in relation to (i) your usage of any Purchased Services, and (ii) any equipment or property which you store, place or keep, at the Premises as may be required by PLC8 from time to time and/or as may otherwise be required under applicable Law.
12. Disclosure and Consent
12.1 You agree that PLC8 may retain all information disclosed by you or received by PLC8 in connection with the provision of the Services to you in compliance with applicable Law.
12.2 PLC8 shall be entitled to, from time to time during the Membership Term, collect from you, use and/or disclose any information (including any personal data) relating to you which PLC8 may require for the purposes of providing any Services to you, performance of any of its obligations under these Terms and Conditions, marketing or publicising the Services, performing audit activities, and/or complying with any applicable Laws.
12.3 You hereby consent to PLC8 disclosing any and all information disclosed by you to PLC8 or collected by PLC8 relating to you, to:
12.3.1 any related corporation of PLC8 (including Ascendas Real Estate Investment Trust and HSBC Institutional Trust Services (Singapore) Limited), any third party technology or service providers and/or vendors for verifications or otherwise to facilitate the Application and/or provision of the Services to you; and
12.3.2 any person to whom:
(i) (including all government agencies and authorities, regulators, exchanges, clearing houses, markets or depositories) such disclosure is required by Law;
(ii) PLC8 is under a duty to disclose; or
(iii) such disclosure is reasonably necessary to facilitate any proposed corporate transaction (including the purchase, sale, lease, merger or amalgamation of PLC8); and
12.3.3 any person, where such information disclosed by PLC8 does not constitute personal data (including where the information initially disclosed by you has been anonymised through aggregation or masking).
12.4 If you wish to withdraw your consent to the above, you must submit a request in writing to PLC8. PLC8 shall be relieved of its obligations to provide any Service to you or to perform any of the obligations under these Terms and Conditions if it is of the opinion that it will be unable to provide any such Service or perform any such obligation as a result of your withdrawal of consent.
13. Amendment and Variation
13.1 PLC8 reserves the right to amend, modify, add to or otherwise vary these Terms and Conditions from time to time in such manner as PLC8 deems appropriate. Such amendments, modifications or variations shall be effective upon posting or notification on or through the Website or Mobile App, or on such date as may be otherwise stated. Your continued use of any Services shall be deemed to be your conclusive acceptance of such amendments, modifications or variations to these Terms and Conditions and you shall be bound by these Terms and Conditions so amended.
14. Relationship between Parties
14.1 You acknowledge that nothing in these Terms and Conditions or the provision of Services to you shall be interpreted or construed to create an association, joint venture or partnership between PLC8 and you or to impose any partnership obligation or liability upon either party. You shall not have any right, power or authority to, and shall not at any time, contract in the name of, enter into any agreement or undertaking for, create a liability against PLC8, make any promise, commitment or representation, act on behalf of, act as or be an agent or representative of or otherwise bind, PLC8 in any way (whether verbally or in writing or otherwise) or for any purpose.
15. Notices and Correspondences
15.1 All notices and communications by PLC8 to you may be sent or despatched to you by delivery, post, e-mail, SMS or facsimile transmission or any other means deemed appropriate by PLC8 to your e-mail or other address or mobile or facsimile number appearing in any of your records maintained by PLC8 or from which any communication by you to PLC8 was despatched or issued or otherwise last known to PLC8. Any such notice, demand or communication addressed and so despatched to you shall be deemed to have been received by you:
15.1.1 in the case of despatch by e-mail, SMS or facsimile transmission or other instantaneous electronic communications, immediately upon transmission by PLC8;
15.1.2 in the case of despatch by delivery to your address, on the date and at the time it was so delivered or left at that address; and
15.1.3 in the case of despatch by post:
(i) to any address in Singapore, on the next day after it was posted by PLC8; or
(ii) to any address outside Singapore, on the seventh day after it was posted by PLC8.
15.2 All notices and requests from you to PLC8 shall be in writing and sent by post or email to such address as may be notified by PLC8 to you from time to time, unless otherwise specified by PLC8 to you. PLC8 shall be entitled to regard as ineffective and invalid any notice or request by you the receipt of which has not been confirmed by PLC8 to you.
16.1 No failure to exercise or enforce, and no delay on the part of PLC8 in exercising or enforcing its rights under these Terms and Conditions shall operate as a waiver thereof nor shall such failure or delay in any way prejudice or affect the rights of PLC8 at any time.
17. Applicable Law and Dispute Resolution
17.1 These Terms and Conditions shall be subject to and construed in accordance with the laws of the Republic of Singapore.
17.2 Any disputes arising out of or in connection with these Terms and Conditions and/or the provision of any Services shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (the “SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Singapore and the language of the arbitration shall be English. The Tribunal shall consist of one arbitrator, who shall be nominated by the President of the SIAC Court of Arbitration. This Clause 17.2 shall not prevent PLC8 from obtaining injunctive relief from a court of competent jurisdiction to preserve the status quo, while it seeks to enforce its rights under this Clause.
18.1 Any part of any provision of these Terms and Conditions that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other part of these Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
19.1 You shall not assign, transfer or encumber any or all of your rights, interests and obligations under these Terms and Conditions without the prior written consent of PLC8.
19.2 PLC8 may assign and transfer any or all of its rights, interests and obligations under these Terms and Conditions to any third party without your prior consent.
20. Third Party Rights
20.1 A person who is not a party to these Terms and Conditions shall not have any right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce or enjoy the benefit of any provision of these Terms and Conditions.