1. YOUR AGREEMENT WITH US
1.1 These terms and conditions (“Terms”) set out the terms and conditions on which you agree to enter into an agreement with us to use GoGMGo’s Services.
1.2 We refer to GoGMGo Pte. Ltd. (UEN: 201930644M) a private limited company incorporated in Singapore with a registered address at 45 Jervois Road #01-17 Mon Jervois Singapore 249096 (“GoGMGo”, “we” or “us”).
1.3 You refer to the natural person or corporate entity entering into these Terms as a user of GoGMGo’s Services, together with any other persons authorised by you to use our Services.
1.4 GoGMGo’s Services refer to the provision of GoGMGo’s point of sale (“POS”) and enterprise resources planning (“ERP”) related software(s), hardware, related GoGMGo’s applications (“Apps”), website and other services or technologies which GoGMGo may extend to you at its sole discretion (collectively referred to as the “Services”).
1.5 By using GoGMGo’s Services, you are deemed to have accepted all our Terms at all times. If you do not agree to any of our Terms, please do not use our Services. We reserve the right to amend these Terms at any time and will endeavour to notify you of any changes. Your continued use of GoGMGo’s services is conditioned on your unmodified acceptance of any updated or amended Terms.
2. TERMS OF LICENSE
2.1 GoGMGo grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use any software provided as part of our Services in accordance with the package you have purchased. You further agree to accept the terms of our license as set out in our software license agreement and use our software in accordance thereof.
2.2 You, as a licensee, acquire no rights, title to or interest in any of the software under our Services or any intellectual property embodied therein. All right, title to and interest in all the software under our Services remain vested in GoGMGo at all times.
2.3 We endeavour to inform you in a timely manner of any amendments or changes we may make to any feature, functionality or aspect of the Services. Notwithstanding the foregoing, we reserve the right to:
a) add, change, alter, remove entirely any feature, functionality or aspect of the Services; and
b) cease providing all or any Services critical to the continuity of your business operations at any time with a prior written notice of 90 days.
2.4 We do not guarantee that we will always continue to provide the Services either in its current form or at all, or that we will support or maintain any versions of any software thereof.
2.5 To fully utilize our Services, you may be required to install or download an App on your hardware. We may, from time to time, notify you during the Contract Period that a new or updated version of the App is required for you to fully utilize our Services. If you choose not to install or download the App, you may not be able to utilize our Services at all or access the full functionality of our Services, and we shall not be responsible for any disruption in the delivery of our Services.
3. YOUR REPRESENTATIONS AND OBLIGATIONS
3.1 As a condition of your use of GoGMGo’s Services, you represent and warrant, that at all times:
a) you have the legal capacity to enter into binding legal agreements;
b) you are duly authorised to enter into these Terms and to purchase our Services;
c) you agree to use the Services strictly in accordance with these Terms;
d) you have provided accurate, true and complete information to create an account to purchase and use our Services, and agree to promptly update your account information to ensure that the information remains accurate, true and complete at all times;
e) you are wholly responsible for any use of your account either by yourself or any persons authorised by you; and
f) without our prior written consent, you will not incorporate any part of our Services into your products or services to be commercialised as an integrated or entirely new product or service.
3.2 You further agree NOT TO:
a) use our Services in any illegal or fraudulent purpose, or in a manner inconsistent with these Terms;
b) infringe the intellectual property rights of GoGMGo or any other third party in your use of our Services;
c) use our Services in a manner that could damage, disable, overburden or compromise our systems or network, or interfere with other users of our Services; or
d) access or register user logins using bots or other automated methods.
4. SERVICE FEES
4.1 You agree to purchase our Services for a contract term as stipulated in the order form you place with us (“Order”). The contract term (“Contract Period”) shall be for a minimum of (1) one year (“Minimum Term”) and automatically continue on the agreed terms specified in the Order unless terminated in accordance with Clause 9 or otherwise varied by a new Order. You are not allowed to terminate the Contract Period during the Minimum Term. The fees payable for your purchase of our Services (“Fees”) will be billed in advance either on a monthly or annual basis, depending on the type of package that you have selected. The Fees shall comprise of (a) yearly subscription fees for the Core License and other components of your selected package (e.g. API Integrations and QR-ordering) (“Subscription Fees”), and (b) capex fees in relation to the components of your selected package. Unless the Contract Period is terminated in accordance with Clauses 4.2 and 9, you remain liable to pay for the Fees for the entire Contract Period even if, for whatever reason, you have used our Services for less than the Contract Period.
4.2 We reserve the right to revise the Fees. We will provide you a prior written notice of one (1) calendar month prior to any revisions. If you do not inform us in writing of your intention to terminate the Services within seven (7) days after we have sent you our written notice of fee revision, you are deemed to have accepted our revisions to the Fees. If you inform us of your intention to terminate your use of our Services in accordance with Clause 4.2, your agreement to purchase our Services will be terminated after a three (3) months’ notice period at the revised monthly Fees.
4.3 You agree that we have the right to impose a late payment interest rate of up to 5% annual interest on any Fees (or part thereof) outstanding after thirty days from the date of our invoice(s). In the event that you fail to make timely payment of the monthly Fees for more than three (3) months, we reserve the right to terminate the Services immediately with no further liability to you.
4.4 Our Fees are quoted exclusive of any applicable government taxes. You are wholly responsible to pay for any applicable taxes levied on you as a user of our Services.
4.5 You may pay our Fees by credit card, debit card or any other modes of payment indicated on our invoice. In using a credit card or debit card to pay for our Fees, you expressly authorise us to charge the Fees to your credit card or debit card. If you have selected a monthly payment option, you expressly authorise us to make scheduled deductions from your selected mode of payment. If your mode of payment shows any sign of fraud or abuse, we reserve the right to request for additional information or to decline your purchase. If the payment transaction fails to proceed for whatever reason, we are not obliged to provide you any Service whatsoever.
5. KNOW YOUR CLIENT
We may, from time to time, require additional information about you, including your business registration, personal data or any other information which we may require to comply with any contractual or compliance obligations (including without limitation obligations relating to money laundering).
6. DISCLAIMER OF LIABILITY
6.1 Our Services are provided on an “as is” and “as available” basis, without representations or warranty of any sort.
6.2 We do not make any representations or warranties about the suitability of our Services for any purpose. We disclaim any and all representations, warranties and conditions, express or implied, that our Services or any email sent from us are free of viruses or harmful components.
6.3 We further disclaim any and all representations, warranties and conditions, express or implied, in relation to the information listed on our software, including any and all implied warranties and conditions of merchantability, satisfactory quality, fitness for a particular purpose, compliance with any description, title or non-infringement, including that our software or hardware shall be free from infringement of any copyright, trademark or other intellectual property of third parties.
6.4 We do not guarantee the accuracy of, and disclaim any and all liability for any errors, inaccuracies or omissions relating to any information indicated on our software provided as part of our Services, including without limitation any information on menu engineering and related prices, inventory, payroll or any other human resources related functionalities, products, point-of-sale, and financial data. We reserve the right to correct any information errors displayed or indicated on our software.
6.5 We shall not be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in connection with your access or use of our Services (including any computer viruses, software, linked sites), whether based on negligence, contract, tort, strict liability, consumer protection laws or otherwise, and even if we have been advised of the possibility of such damages.
6.6 If, for whatever reason, we are found liable for any loss or damage which arises out of or in any way connected to your use of our Services, then our liability shall in no event exceed the Subscription Fees paid by the Customer in the preceding twelve (12) months prior to the breach which GOGMGO incurs liability thereof. For the avoidance of doubt, the Subscription Fees expressly exclude any capex fees payable under the Fees.
6.7 Notwithstanding the foregoing, GoGMGo does not, and does not attempt to, exclude or restrict any liability:
a) for death or personal injury resulting from negligence;
b) for fraud or fraudulent misrepresentation; and
c) for any matter for which it would be illegal or unlawful for GoGMGo to exclude or restrict, or attempt to exclude or restrict, its liability or which is otherwise not permitted to be excluded or restricted under the applicable law.
6.8 You are fully responsible for all acts that result from your use of our Services. You are wholly responsible to maintain the security of your account. We disclaim any liability for any loss or damage that may result from your failure to keep any aspects of your account (including without limitation usernames and passwords) secure.
6.9 To fully utilise our Services, you may be required to enter into separate agreement(s) with third-party provider(s) to purchase and/or lease hardware on which our software would be downloaded or used (“Hardware Agreement(s)”). If you enter into any separate Hardware Agreement(s), we are not responsible for (a) any aspects of your dealings with the third-party provider(s) or (b) any warranty or condition of merchantability of the hardware. You are fully responsible, at all times, to deal with the hardware in accordance with your Hardware Agreement(s) with the third-party provider(s). We do not make any representations or warranties about (a) the suitability of the relevant hardware for use with our software, (b) the fitness of the hardware for any purpose or (c) the quality of the hardware.
You agree to defend and indemnify GoGMGo and any of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of your breach of these Terms or your violation of any law or the rights of a third party.
8. INTELLECTUAL PROPERTY
8.1 “GoGMGo” is a brand owned by GoGMGo. Any and all logos associated with GoGMGo are either registered trademarks or trademarks owned by GoGMGo. You agree not to use any of our logos or trademarks (whether registered or unregistered) in an unauthorized manner or in any manner which would infringe our intellectual property rights (whether present or future).
8.2 You further agree that all content and materials existing in the Services, including, without limitation, copyrights and other intellectual property rights in the artwork, graphics, photographs, texts, videos and audio clips (collectively the “GoGMGo Content“) are owned solely by GoGMGo. Unless you have our written consent, you agree not to copy, reproduce, reuse, re-transmit, adapt, publish, frame, post, upload, distribute, modify, broadcast or make derivative works of any GoGMGo Content in any way, including for any public or commercial purpose.
9.1 You may terminate your agreement to purchase our Services at any time by giving us at least three (3) months’ written notice period. For a period of three (3) months after the month in which we received your notice of termination (“Notice Period”), you will continue to have access to our Services and you remain liable to pay the Fees during the Notice Period.
9.2 It is your responsibility to ensure that any content or data which you require on our software is backed-up or replicated before the termination of our Services.
9.3 We are not liable for any loss or damage following, or as a result of, the termination of your account, and it is your responsibility to ensure that any content or data which you require is backed-up or replicated before your account is terminated.
10.1 If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.
10.2 If GoGMGo delays or fails to enforce any provision of these Terms at any time, we do not waive off our rights to enforce the same or any other provision(s) in the future.
10.3 These Terms constitute the entire agreement between you and GoGMGo with respect to the provision of Services and our dealings and relationship with you. These Terms supersede any and all prior or contemporaneous communications, whether oral or written, between you and us, if any.
10.4 To the extent that any of the Terms may be inconsistent with a term in an Order offered by GoGMGo and accepted by you for the provision of Services, the terms in the Order shall prevail over the Terms to the extent of the inconsistency.
10.5 You may not assign or delegate your rights, duties or obligations under the Terms without our prior written consent.
10.6 Other than you and GoGMGo, no other party has any rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of these Terms.
10.7 If compliance with these Terms or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.
10.8 Any and all aspects of these Terms are governed by the laws of Singapore.
10.9 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules“) 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. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English. Nothing shall preclude any Party from seeking interim or permanent equitable or injunctive relief, or both, from the competent courts, having jurisdiction to grant relief on any disputes or differences arising from these Terms. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy (including for monetary damages) through the arbitration described in this Clause.