Terms & Conditions
AGREEMENTS
Please read these Terms of Use carefully.
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These following Terms of Use govern your use and access of the Platform (defined below) and the use of the Services.
1. Access and Use of Platform
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1.1 By accessing this Platform and/or using the Services, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this Platform or the Services.
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1.2 Access to and use of password protected and/or secure areas of the Platform and/or use of the Services are restricted to Customers with accounts registered with us only. You may not obtain or attempt to obtain unauthorised access to such parts of this Platform and/or Services, or to any other protected information, through any means not intentionally made available by us for your specific use. A breach of this provision may be an offence under the Computer Misuse Act (Chapter 50A) of Singapore.
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1.3 You must be above 18 years old. If you are not, you are strictly prohibited from using our Services and Platform.
2. Definitions & Interpretation
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Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms of Use.
3. General Use Of Services And/Or Access Of Platform
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3.1 Guidelines To The Use Of Platform And/Or Services
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3.1.1 You agree to comply with any and all the guidelines, notices, operating rules and policies, and instructions pertaining to the use of the Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time.
3.1.2 We reserve the right to revise these guidelines, notices, operating rules and policies, and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
3.1.3 If you wish to make any changes to the personal details registered with us, please do make the changes within the registered account.
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3.2 Prohibited Activities
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3.2.1 You agree and undertake NOT to:
(a) Impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
(b) Use the Platform or Services for illegal/unlawful activities or purposes;
(c) Attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform or Services;
(d) Post, promote or transmit through the Platform or Services any Prohibited Materials;
(e) Interfere with another Customer’s utilization and enjoyment of the Platform or Services;
(f) Use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another Customer’s computer or mobile device or the Platform or Services; and
(g) Use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.
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3.3 Availability of Platform and Services
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3.3.1 We may at our sole discretion, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Services.
3.3.2 We are not liable to continue with any service and may at our own discretion choose to suspend such Services or the Platform.
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3.4 Right To Control/Disclose Content
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3.4.1 We reserve the right, but shall not be obliged to monitor, screen, use or otherwise control any activity, content or material on the Platform and/or through the Services.
3.4.2 We may in our absolute discretion, investigate any violation of these Terms of Use herein and may take any or no action when we deem appropriate including but not limited to the following:
(a) suspend, prevent or restrict access of any Customer to the Platform and/or the Services;
(b) report any activity we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities, and to co-operate with such authorities; and/or;
(c) to request any information and data from you, the Customer, in connection with your use of the Services and/or access of the Platform at any time and to exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
3.5 Privacy Policy
3.5.1 Your use of the Services and/or access to the Platform is also subject to the Privacy Policy as set out at [link]
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4. Use of Services
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4.1 Application of this Clause
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4.1.1 In addition to all other terms and conditions of these Terms of Use, the provisions in this Clause 4 are the additional specific terms and conditions governing your use of the Services.
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4.2 Restrictions
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4.2.1 Use of the Services is limited to Customers that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law.
4.2.2 Customers who have breached or are in breach of these Terms of Use and Customers who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this clause.
4.3 General terms of use
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4.3.1 You hereby agree to the following:
(a) To access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and
(b) To ensure that any information or data you post or cause to appear on the Platform in connection with the Services is accurate and agree to take sole responsibility for such information and data.
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4.4 Product Description
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4.4.1 Notwithstanding that we endeavour to provide an accurate description of our Products, we do not warrant that such description is accurate, current, or free from error.
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4.5 Prices of Products
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4.5.1 All Listed Prices are subject to taxes, unless otherwise stated.
4.5.2 We reserve the right to amend the Listing Prices at any time without giving any reason or prior notice.
4.6 Delivery of Products
4.6.1 Delivery of the Products shall be made to the address you specify in your Order. Delivery and packing charges (if any) shall be as set out in the Order.
4.6.2 You acknowledge that delivery of the Products is subject to availability of the Products. We will make reasonable effort to deliver the Product to you, but you acknowledge that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates.
4.6.3 All delivery timeframes given are estimates only and delays can occur. If the delivery of your Product is delayed, we will inform you accordingly and your Product will be dispatched as soon as it becomes available.
4.6.4 The time for delivery shall not be of the essence, and we (nor any of its agents) shall not be liable for any delay in delivery howsoever caused.
5. Customers With Registered Accounts
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5.1 Username/Password
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5.1.1 Certain Services that may be made available on the Platform may require creation of an account with us or for you to provide Personal Data.
5.1.2 If you request to create an account with us, a Username and Password may either be:
(a) Determined and issued to you by us; or
(b) Provided by you and accepted by us in our sole and absolute discretion in connection with the use of the Services and/or access to the relevant Platform. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation.
(c) You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password.
(d) You are to notify us immediately if you have knowledge that or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password or if your Personal Data requires updating.
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5.2 Use/Access of Services
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5.2.1 You agree and acknowledge that any use of the Services and/or any access to the Platform and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:
(a) Access to the relevant Platform and/or use of the Services by you; or
(b) Information, data, or communications posted, transmitted, and validly issued by you.
5.2.2 You agree to be bound by any access of the Platform and/or use of any Services (whether such access or use are authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you.
5.2.3 You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/ or access to the Platform referable to your Username and Password.
6. Intellectual Property
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6.1 Ownership
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6.1.1 The Intellectual Property in and arising out of as well as pertaining to the Platform and the Materials are owned, licensed to or controlled by us, our licensors, or our service providers.
6.1.2 We reserve the right to enforce its Intellectual Property to the fullest extent of the law.
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6.2 Limited and Restricted Use
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6.2.1 No part or parts of the Platform, or any Materials may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred, or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners.
6.2.2 Subject to Clause 6.3, permission will only be granted to you to download, print, or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.
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6.3 Trademarks
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6.3.1 The Trademarks in this Platform whether registered or unregistered trademarks belong to us or to third parties.
6.3.2 Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a meta tag or as a “hot” link to any other website) any Trademarks displayed on the Services, without our written permission or any other trademark owner.
8. Refunds/Returns/Repairs/Replacements
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7.1 We reserve the right to accept or reject any return of our Products subject to it being of unmerchantable quality or some default on our part. We will not make any refunds in cash but will agree for the substitute of the same or similar amount of the returned purchase in exchange for other products available.
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8. Termination
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8.1 In our sole and absolute discretion, we may with immediate effect upon giving you notice, terminate your use of the Platform and/or Services and/or disable your Username and Password. We may bar access to the Platform and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Platform.
8.2 You may terminate these Terms of Use by giving seven days’ notice in writing to us.
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9. Notices
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9.1 All notices or other communications are deemed to be given to you if:
(a) communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or
(b) sent by post or left at your last known address registered with us will be deemed to be received by you on the day following such posting or on the day when it was so left.
9.2 You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon written receipt. We will respond as soon as practicable.
9.3 Notwithstanding Clauses 9.1 and 9.2, we may from time to time designate other acceptable modes (including but not limited to e-mail, SMS, or other forms of electronic communication) and the time or event by which such communications are deemed to be received by us.
10. General
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10.1 Cumulative Rights and Remedies
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Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and a failure or an omission to exercise by us of any right or remedy under these Terms of Use, or at law or in equity, shall NOT (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.
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10.2 No Waiver
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Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.
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10.3 Severability
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If at any time any provision of these Terms of Use shall be or shall become illegal, invalid, or unenforceable in any respect, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid, or unenforceable provision was severed from these Terms of Use.
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10.4 Third Parties
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10.4.1 A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any similar legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
10.4.2 Nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.
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10.5 Governing Law
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10.5.1 Use of the Platform and/or the Services and these Terms of Use shall be governed by and construed in accordance with Singapore law and all parties hereby submit to the exclusive jurisdiction of the Singapore courts.
10.6 Dispute Resolution
10.6.1 In the event any dispute arises out of or in connection with this Agreement, all the parties to the dispute will attempt to resolve the dispute through friendly consultation and negotiation first. If the dispute is not resolved within a reasonable period (but not more than 3 months) then any or all outstanding issues may be submitted to mediation.
10.6.2 The parties in dispute together will select a mediator that is acceptable to all parties. If the parties are unable to select a neutral mediator, then each party to the dispute will select a mediator and those mediators together will then select a neutral mediator who will attempt to work with the parties to resolve the dispute.
10.6.3 The parties in dispute further agree to share the costs of mediation equally and each party will pay its own expenses of preparation and representation by counsel in the mediation. The Parties hereby agree that the contemplated mediation will be a condition precedent to any attempts to litigate this matter via any court proceedings.
10.6.4 Only if the mediation is not successful, then the Parties agree that any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Small Claims Tribunal in the State Courts of Singapore.
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10.7 Injunction
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We may seek immediate court relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate enjoining relief is the only appropriate or adequate remedy.
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10.8 Amendments
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10.8.1 We may, from time to time and at our sole discretion, via notice through the Platform or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means.
10.8.2 If you use the Platform or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Platform and the Services and terminate these Terms of Use.
10.8.3 Our right to vary these Terms of Use in the manner aforesaid will be exercised, at our sole discretion, without the prior consent of any person or entity who is or is not a party to these Terms of Use.
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10.9 Correction of Errors
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Any typographical, clerical, or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.
10.10 Currency
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All references to money or currency or terms of payment under these Terms of Use shall be in Singapore Dollars.
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10.11 Entire Agreement
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These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.
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10.12 Binding and Conclusive
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10.12.1 You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Platform and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you.
10.12.2 You hereby agree that all such records are admissible in evidence and that you agree to not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
10.13 Sub-contracting and Delegation
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We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
10.14 Assignment
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You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.
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10.15 Force Majeure
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We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.
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Schedule 1 - Definitions and Interpretation
1. Definitions:
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1.1 “Customer” means an authorised user of the Platform and/or the Services.
1.2 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
1.3 “We”, “our” and “us” refer to Icon Wines Pte. Ltd., a company incorporated pursuant to the laws of Singapore under registration number [ ]and having its registered address at [ ].
1.4 “Payment” means payments made on the Platform.
1.5 “List Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.6 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands, and other liabilities, whether foreseeable or not.
1.7 “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications, and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
1.8 “Order” means your order for Products sent through the Platform.
1.9 “Password” refers to the valid password that a Customer who has an account with us and used in conjunction with the Username to access the relevant Platform and/or Services.
1.10 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.
1.11 “Product” means a product available for sale to Customers on the Platform.
1.12 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
(a) contains any computer virus or other invasive or damaging code, program or macro;
(b) infringes any third-party Intellectual Property or any other proprietary rights;
(c) is defamatory, libellous, or threatening;
(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful, or otherwise illegal under the applicable law (including without limitation the provisions of the Singapore Broadcasting Authority (Class Licence) Notification 1996); and/or
(e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
1.13 “Services” means services, information and functions made available by us at the Platform.
1.14 “Terms of Use” means the recitals, Clauses 1 to 10 and any Schedules to these terms and conditions governing the Customer’s use of the Platform and/or Services.
1.15 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.
1.16 “Username” refers to the unique login identification name or code which identifies a Customer who has an account with ABC.
1.17 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.
1.18 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Singapore.
2. Interpretation:
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2.1 Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In the Agreement, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”.
2.2 Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months.
2.3 Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.
2.4 In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of us and the version which is more favourable to us shall prevail.