Terms of Use - Cowarehousing Service

Note:

• Last Updated: 01 Jul 2021
• Applicable to new Subscription Agreements with Commencement Date from 01 July 2021

IMPORTANT – Please read these Terms of Use carefully. The Terms of Use stated herein (this “Agreement”) constitute a legal agreement between you (the “User”) and ASTORE PTE LTD (Company No. 201427949H) (the “Company”). By using the Service, you agree that you have read understood, accepted and agreed with the Terms of Use.

The Company reserves the right to modify, vary and change the Terms of Use or its policies relating to its Services at any time it deems fit. Such modifications, variations and or changes to the Terms of Use or its policies relating to the Services shall be effective upon the posting of an updated version at www.spaceship.com.sg/terms. You agree that it shall be your responsibility to review the Terms of Use regularly whereupon the continued use of the Company’s Services after any such changes, whether reviewed or not reviewed by you, shall constitute your consent and acceptance to such changes.

1. DEFINITIONS

Except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:
“Advance Notice Period” means the period of advance notice for the User to notify the Company to terminate the Agreement as stipulated in the Agreement;
“Agreement” means the Quotation, Order Forms, Proposals, Service Agreement, Terms of Use and/or any other documents agreed and acknowledged by the User;
“Assigned Location” means the space provided by the Company to the User as part of this Agreement and or the common work space provided by the Company, depending on the type of subscription plan the User subscribes to;
“Business Day” shall mean a day, other than a Saturday, Sunday or gazetted public holiday in Singapore;
“Company”, “Spaceship”, “our”, “we” means Astore Pte. Ltd., a Singapore incorporated company with registration number 201427949H;
“Commencement Date” means the first day of the Term;
“Company Representative” means the Company’s employees, agents, sub-contractors and partners;
“Company’s Services” means the Service, the Logistics Service and all other services provided by the Company to the User;
“Effective Date” means the date when the Assigned Location is handed over to the User for the purpose of this Agreement;
“Facility”, “Facilities” means the amenities provided in the common areas, including but not limited to, the meeting rooms, and operating stations;
“Fulfilment Centre” means the building or floor or unit of where the Assigned Location is located at, that is managed by the Company;
“Logistics Service” means the logistics services provided by the Company or the Company Representative and may include goods transportation, last-mile delivery, and loading and unloading services;
“Member” means each person authorized by the User to use the Assigned Location and the Facilities, Services and benefits under this Agreement;
“Parties” mean the Company, the Company’s Representatives and the User collectively, and each a “Party”;
“Security Deposit” means the non-interest-bearing refundable amount stated in the Agreement to be paid by the User to the Company as security for the due observance and performance by the User of all the Terms of Use under this Agreement;
“Service” means the service provided by the Company ascribed to under Clause 2;
“Subscription Fee”, “Subscription Fees” means the monthly recurring fee(s) payable by the User to the Company for the provision of the Service;
“Term” means the minimum commitment period that the User is required to subscribe to the Service;
“Termination Date” means the date when this Agreement ends, and the User is no longer subscribed to the Service;
“Terms of Use” means the terms and conditions set out in this Agreement;
“User”, “you”, “your” means the person or the person legally authorized by the User’s company to contract with the Company, regardless of the ownership of the items.

2. THE SERVICE

2.1. The Parties acknowledge and agree that this Agreement is for the provision of the following:

a. Shared operating space;

b. Storage space;

c. Order fulfilment activities;

d. Access to the Logistics Services and the Company’s Services.

This Agreement, in the presence of the User or any person or persons at any time, does not constitute any tenancy, tenancy interest, leasehold estate or other real property interest. The Parties agree that this Agreement is not a rental agreement with respect to the Assigned Location, nor does it entitle the User to exclusive use of the Assigned Location, the shared facilities and the Fulfilment Centre.

2.2. Subject to the Terms of Use of this Agreement, the Company shall provide the following services to the User and the User’s Members:

a. Provision of dedicated and/or shared space for the purpose of storage and/or fulfilment activities at the Assigned Location, depending on the subscription plan and add-ons that the User subscribes to;

b. Use of Facilities at the Fulfilment Centre, if any and if available, in accordance to the type of subscription plan;

c. Use of shared equipment at the Fulfilment Centre, if any and where available, such as pallet jacks, trolleys and printers, in accordance to the type of subscription plan;

d. Use of, if any, shared Internet access, utilities and lightings installed within the Assigned Location and in the common areas, in accordance to the type of subscription plan; and

e. Logistics Services on a pay-per-use basis in accordance to the Terms and Conditions of the Company’s Logistics Services.

2.3. The Company shall provide the Service during operational hours, which are from 9:00 am to 6:00 pm, on a Business Day.

2.4. Each subscription plan comes with a maximum capacity of Members. The User shall not exceed the maximum number of Members operating within the Fulfilment Centre unless the Company provides written approval. Where such requests are made, the User shall pay the Company additional fees for the excess Member or Members above the capacity limit in accordance to prevailing rates.

2.5. The Company shall have the right to re-allocate the Assigned Location of the User and the Parties agree that the Company may exercise this right so long as the Company provides fourteen (14) days written notice to the User of such re-allocation.

2.6. The User shall start using the Assigned Location on an "as is where is" basis. The User is deemed to have inspected the Assigned Location on or before the Effective Date, and is satisfied as to its state and condition. The Company makes no warranties or representations, whether expressed or implied, as to the existing and or future state, condition, purpose or fitness of the Assigned Location, the Facilities and the Fulfilment Centre for the User's Permitted Usage and shall be under no liability in respect thereof.

2.7. For as long as this Agreement remains valid and subsisting between the Parties, as and when the Company deems necessary, the User agrees and acknowledges that another location other than the Assigned Location may be provided. If, for any reason, the Company is unable to provide the Assigned Location stated in this Agreement by the Commencement Date, the User acknowledges that the Company has no liability to the User for any loss or damages; the User may cancel this Agreement without penalty and is not liable to pay the Subscription Fee. The Company reserves the right to delay the Commencement Date, provided the alternative location proposed by the Company is of similar or larger in size to the Assigned Location as stated in the Agreement.

2.8. At any point in time, if the User is of the view that the Company has failed to deliver the Assigned Location that is consistent with the Terms of Use stipulated herein, the User shall provide written notice of such failure and provide the Company fourteen (14) days to make any amendments. Should the Company be unable to do so, the Company shall endeavour to find a suitable alternative Assigned Location for the User, subject to availability.

3. MEMBERS

3.1. Each Member of the User shall provide his/her personal details, contact details and other information relating to the Service prior to being able to access and use the Service.

3.2. The Company shall have the right to conduct background checks on the User’s company, the User and the Members, and has the discretion to decide whether to terminate this Agreement or deny any of the User’s Members use of and or access to the Assigned Location the Facilities, the Fulfilment Centre or the Services.

3.3. Upon the signing of this Agreement, the User shall provide the Company with a list of Members under the User and promptly inform the Company of any changes to the list of Members with at least seven (7) days written notice. The Company reserves the right to deny access to any new Members if the required Advance Notice Period is not served and/or if the User fails to update the list of Members.

3.4. Only the individuals listed on the list of Members provided by the User shall be deemed as Members under the User, and be entitled to access the Services and benefits under this Agreement.

4. SECURITY DEPOSIT

4.1. The User shall maintain, with the Company, a Security Deposit equivalent to two (2) months of the User’s monthly Subscription Fee and any other recurring add-on fees with the Company, unless otherwise stipulated in the Agreement:
a. As security for the due observance and performance by the User of each and every term, covenant, condition, stipulation and obligation on the part of the User under this Agreement; and
b. To secure and/or indemnify the Company against (i) any loss or damages resulting from any default by the User under this Agreement; and (ii) any claims by the Company at any time against the User in relation to any matter arising out of or in connection with the Assigned Location and or Fulfilment Centre, whether or not this Agreement is existing.

4.2. In addition to, and without prejudice to the rights of the Company at law, in equity, or under this Agreement, if the User shall at any time fail to observe or perform any of the terms, covenants, stipulations and obligations on the part of the User under this Agreement, or if the User is liable under any indemnity in this Agreement, the Company, may at its sole and absolute discretion, appropriate and apply all or any part of the User’s Security Deposit held by the Company towards payment in respect of such failure or liability, including payment for all and any outstanding monies, interests, reimbursements due, or to compensate for any loss or damages or provide any contingent liability under this Agreement. Any appropriation of the User’s Security Deposit by the Company shall not be deemed to be a waiver by the Company of any non-payment, non-performance, or liability on the part of the User and shall not preclude the User from exercising any of its other rights and obligations in this Agreement.

4.3. In the event that the Company appropriates or applies the User’s Security Deposit in accordance with Clause 4.2, the User shall immediately pay the Company an amount sufficient to restore the Security Deposit to the amount prior to such appropriation or application.

4.4. The Security Deposit shall be refunded to the User without interest after the termination of the Agreement within sixty (60) days from the Termination Date, provided the User has:

a. Duly performed and observed all covenants, conditions, stipulations and obligations under this Agreement;

b. Fully paid all outstanding monies due to the Company; and

c. Submitted a written request with the forwarding bank details for the return of the Security Deposit.

If the User fails to request for the refund of the Security Deposit within 365 days after the Termination Date, the deposit shall be deemed as forfeited and the Company shall no longer be required to refund the Security Deposit to the User. Notwithstanding any other provision in this Agreement, the Company shall not hold the Security Deposit in trust for the User.

4.5. The User agrees that the Security Deposit shall not be deemed to be payment of the Subscription Fees and/or any other recurring and/or one-time fees or penalties for the provision of any of the Company’s Services.

4.6. If, at any time during this Agreement, pursuant to the financial due diligence carried out by the Company, the Company determines in its absolute discretion that the credit rating of the User is unsatisfactory, the Company may increase the amount of the Security Deposit payable by the User under this Agreement by notice in writing. Upon receiving such notice, the User shall immediately pay to the Company an amount sufficient to increase the amount of Security Deposit held by the Company to the full amount of the Security Deposit stipulated by the Company in the said notice.

5. SUBSCRIPTION FEES AND OTHER FEES

5.1. The User is liable for the full sum equal to the total Subscription Fees and all other recurring fees for the entire Term of the Agreement, which is to be paid in full on a monthly basis unless otherwise stated in this Agreement. The User shall pay the recurring monthly fees in advance by the first of each calendar month. If the Commencement Date does not start on the first day of the calendar month, the first billing amount will be for a full month and the next billing amount will be prorated to the end of the next calendar month following the Commencement Date. Subsequently, the User shall pay all recurring monthly fees in advance by the first of each month. If the User elects to terminate the Service at the end of the Term, the final Subscription Fee at the end of the Term shall be pro-rated for the final month such that the minimum Term as stated in the Agreement is fulfilled, provided that the User serves the minimum Advance Notice Period as stated in the Agreement.

5.2. Upon the expiry of the Term, the User shall continue to pay all recurring fees in advance by the first of each month at the renewal and/or prevailing market rate.

5.3. Should the User increase the number of Members, upgrade subscription plans, or take up additional recurring services such as additional storage units, the User shall pay additional fees on a monthly basis. Such fees shall not be pro-rated unless otherwise stated.

5.4. The User may be given a specified number of credits every month for booking facilities, printing and photocopying. Such credits shall not be rolled over from month to month. If the User exceeds the specified number of monthly credits, the User shall pay additional charges at the prevailing rates.

5.5. If the User uses the Company’s Logistics Services, the User shall receive an invoice upon the completion of the Logistics Services and is required to make payment in accordance to the payment terms stated in the Terms of Use of the Company’s Logistics Services.

5.6. All fees in connection with the Service are non-refundable. These are inclusive of, but not limited to, set-up fees, transaction fees, late fees, monthly Subscription Fees, pre-payments, penalties or other fees.

5.7. Save for the monthly Subscription Fees and additional recurring services that are tied to the Term of this Agreement, the Company reserves the right to make changes and amendments to any fees or charges and or payment terms for any of the Company’s Services. Should such change arise, the Company shall provide 30 days’ notice to the User, following which, the changes and amendments will then be reflected in the User’s invoice.

6. DISCOUNTS PROMOTIONS AND OFFERS

6.1. The Company reserves the right to terminate, withdraw, shorten, extend, vary, modify, delete or otherwise revise any of the terms of the discounts, promotions and offers at its sole discretion without notice.

7. PAYMENT

7.1. The User shall be required to pay the Security Deposit, a full month Subscription Fee, and any other recurring fees or one-time fees including setup fees and admin fees as stipulated in this Agreement within seven (7) days of the signing of this Agreement or seven (7) days before the Commencement Date, whichever is earlier.

7.2. The User may make payment for the fees and charges under this Agreement via cheque, direct bank withdrawal (“GIRO”), bank transfers and is responsible for all bank charges incurred in making the payments. The Company reserves the right to decide on the type of payment methods accepted, and to terminate and/or amend any existing payment method or recurring payment arrangements at any time.

7.3. Auto debit deduction payment arrangements can be made via GIRO. The User shall be responsible for ensuring that there are sufficient funds available to be debited or deducted. If the User:

a. Elects to enable auto-debit deduction via GIRO: the User agrees to allow the Company to debit the bank account provided by the User for all fees and charges billed to the User at any time during the Agreement. This shall continue to be in effect throughout the entire Agreement until the User notifies the Company in writing to amend or terminate the payment arrangement. The Company reserves the right to terminate this payment arrangement at any time at its discretion. If the payment transaction via GIRO fails, the User shall, in addition to all the outstanding amounts due, pay the Company an additional administration fee of SGD 50.00 for each failed transaction.

7.4. If any fees or charges are not fully paid by the due date, the User shall pay an additional 5% late payment fee on the total amount outstanding (including due fees and charges) to the Company and a late payment administration fee of SGD 50.00. The late payment fee and late payment administration fee is based on each overdue invoice and will be applied to the outstanding balance at the end of every calendar month. In addition, the Company shall have the absolute right to deny the User access to the Assigned Location, the use of the Facilities, and the Fulfilment Centre and/or provide any Service to the User.

7.5. If full payment of the fees or charges due is not made after ten (10) days of the due date, and if the Company is in possession or in the custody of the User’s items, the User irrevocably agrees to grant the Company a lien on all the User’s items at all of the Assigned Locations and Fulfilment Centre. The Company shall continue to charge monthly Subscription Fees and all other expenses whilst maintaining the lien on the User’s items. The User acknowledges that the Company shall not be liable as a bailee for the goods and products retained in such an event.

7.6. If full payment of the fees or charges is not made after twenty (20) days of the due date, the User irrevocably agrees that the full sum payable for the entire Term of the Agreement for all of the Assigned Locations will become due and payable in full immediately. The User also irrevocably agrees that the Company is authorized, without notice and without approval from the User, to seize, sell, and or dispose of any of the User’s items in all of the Assigned Locations and Fulfilment Centre and apply the proceeds in or towards payment of the amount due to the Company, including any late payment fees and fees associated with the sale and or disposal of the items. Any surplus proceeds in excess of all the amounts due to the Company shall be returned to the User upon the User’s request provided that such a request was made no more than ninety (90) days after the date that the User’s items were seized, sold and/or disposed.

7.7. All payments due and owed by the User to the Company under all circumstances shall be free of any restrictions or conditions and without any deduction or withholding whether by way of legal and/or equitable set-off or otherwise.

7.8. The User acknowledges and agrees that the Company may engage an external debt collection agency and/or law firm and commence legal proceedings to recover all outstanding amounts due to the Company. The User agrees to indemnify the Company for all costs, expenses, fees and reimbursements incurred for such recovery.

7.9. In the event of outstanding payments or partial payments, when the Company receives funds from the User, each payment and subsequent payment shall be applied to the oldest outstanding amount due first, regardless of the Subscription Plan and or invoice.

7.10. The User may have more than one subscription plan and or occupy more than one Assigned Location. The Terms of Use shall apply to all of the User’s subscription plans as one. If any fees or charges are not paid in full by the due date, Clause 7, Clause 8, Clause 9 and Clause 12 shall apply to all of the Subscription Plans under the User.

7.11. The User acknowledges and agrees that any claim or dispute does not relieve the User from the obligation to defer payment to the Company in part or in full. If any fees or charges are not paid in full by the due date, late payment penalties as described in Clause 7 herein shall apply.

8. TERMINATION

8.1. Each Party can terminate this Agreement after completing the Term by providing written notice in accordance with the Advance Notice Period as stipulated in this Agreement. If the Advance Notice Period provided overlaps into the next billing cycle, the User is required to make full payment of the Subscription Fee and any recurring add on fees for the next billing cycle and such fees shall not be pro-rated even if the usage of the Assigned Location is less than a calendar month.

8.2. Without prejudice to the rights of the Company at law and in equity, in the event the User purports to terminate this Agreement for any reason prior to the expiry of the Term; (i) the Company shall be entitled to receive from the User forthwith in one lump sum the amount equivalent to the total aggregate Subscription Fee and any other recurring fees that are part of the entire Term, for the whole entire Term plus any discounts on the Subscription Fee and other recurring fees provided by the Company to the User (ii) the User shall refund the Company the commission paid by the Company to any third party sales broker or agent (if any), on a pro-rated basis, for the unexpired Term and (iii) any other fees that the Company may incur due to this breach of this Agreement by the User, at the time of the purported termination of this Agreement by the User. Nothing herein shall be construed to impose or imply any obligation on the Company to accept the User’s purported termination of this Agreement.

8.3. At the end of this Agreement, the User must, at the User’s own cost and expense, fully vacate the Assigned Location by the Termination Date and ensure that all fixtures and fittings are in good condition, surfaces of walls and panels, sprinklers, doors, fixtures and fittings are in good condition as at the commencement of this Agreement or to the reasonable satisfaction of the Company. In the event that the Company finds the Assigned Location to not be in satisfactory condition, a reinstatement fee shall be applied. The User shall also return the Assigned Location in the aforementioned condition to the Company on or before 17:00 hours of the last Business Day of the Termination Date herein, upon a joint inspection to be held between the Company and the User.

8.4. In the event the User continues to occupy and/or deliver vacant possession of the Assigned Location after the Termination Date, or fails to handover the Assigned Location back to the Company in satisfactory condition by the Termination Date, in the absence of any express and written agreement between the Company and the User, the User shall be deemed to be holding over entirely at the sufferance of the Company, and this holding over shall be determined by the Company at any time. During such period of holding over, the User shall pay the Company double the amount of the Subscription Fee and any recurring add on fees, payable on a monthly basis and such fee shall not be pro-rated for such period of holding over, even if the period of holding over is less than a calendar month) and the other provisions of this Agreement shall continue to apply. For the avoidance of doubt, such holding over will not be treated as a renewal of this Agreement whether by operation of law or pursuant to the provision of this Agreement.

8.5. After the Termination Date, if there is any property (other than the fixtures, fittings and improvements) of the User remaining in the Assigned Location and or Fulfilment Centre, the Company may act as an agent of the User, deal with and dispose of the property in any manner which the Company thinks is appropriate without any approval required from the User, at the User’s cost and expense, and the User must indemnify the Company against any liability incurred by the Company to any third party whose property is dealt with or disposed of by the Company in the mistaken belief (which will be presumed unless the contrary is proven) that such property belonged to the User.

8.6. The Company may terminate this Agreement by giving the User sixty (60) days written notice without compensation where:

a. The Company is no longer able to provide the User with the Service at the Assigned Location and or Fulfilment Centre;

b. The Company, in its absolute sole discretion, deems fit to do so.

8.7. The Company may terminate this Agreement immediately without compensation in the event that:

a. The User has been suspected to be involved in any immoral, unethical, illegal or fraudulent business practice;

b. The User breaches any material provision of this Agreement that is not capable of remedy;

c. The User’s usage of the Assigned Location is not in accordance with the Permitted Usage stated in the Agreement;

d. The User fails to pay any amount due under this Agreement twenty (20) days after the due date;

e. The User becomes insolvent, goes into liquidation, or becomes unable to pay debts as they fall due;

f. The User fails to make payment of the Security Deposit within seven (7) days of signing the Agreement; or

g. The Company exercises its rights to re-entry in accordance to Clause 12.

8.8. If the Agreement is terminated by the Company in accordance to Clause 8.7, the full sum payable by the User for the balance of the Term of the Agreement, if any, shall become due and payable in full immediately. In addition, the User shall immediately vacate and return the Assigned Location in accordance to Clause 8.3.

8.9. If the Company terminates this Agreement under any of the provisions in this Agreement:
a. Such termination does not prejudice the rights of the Company against the User for any previous default by the User arising out of or in connection with this Agreement;
b. The Company is not liable for any inconvenience, loss, damage, cost, expense or compensation in connection with such termination.

9. INSURANCE

9.1. The Company strongly recommends that the User acquire, arrange and maintain at their own cost and expense from the Effective Date to the Commencement Date, whichever is earlier, up till the Termination Date, the appropriate insurance coverage including but not limited to, public liability insurance, all risk insurance and worker’s compensation insurance.

9.2. The User is also required to take up compulsory All Risk insurance that is arranged by the Company to cover their property and asset against loss and or damages caused by flood, fire, riot, burglary, and other risks. This insurance is provided by the Company’s appointed insurance company and the sum issued is as follows:

Sum Insured	Monthly Insurance Fee (before GST)	Monthly Admin Fee  (before GST)	Notes
$1,000	$2.00	$1.00	Minimum coverage for Self Access Storage Plans
$2,000	$4.00	$2.00
$3,000	$6.00	$2.00
$5,000	$7.00	$3.00	Minimum coverage for Work, Store and Operate Plan
$10,000	$10.00	$4.00
$20,000	$15.00	$5.00
$50,000	$25.00	$20.00
$100,000	$50.00	$20.00

The mandatory total monthly insurance fee payable by the user includes both the monthly insurance and the monthly admin fee. The fees, sum insured and coverage may change from time to time in accordance with changes in the policies of the Company’s appointed insurance company.

9.3. The Company shall, under any circumstances, not be liable for any loss or damage to life or any item and asset of the User in the Assigned Location and Fulfilment Centre, howsoever caused.

10. NON-SOLICITATION OF THE COMPANY’S CUSTOMERS AND EMPLOYEES

10.1. The User agrees that the User and/or the User’s related companies (as such term is defined in the Companies Act) during this Agreement and for a period of one (1) year after the termination of this Agreement, shall not solicit or entice away (or attempt to solicit or entice away):

a. Any of the Company’s staff employed or who were employed by the Company or the Company’s Representatives during the duration of the Agreement;

b. Any customer or member of the Company who is in receipt of any services of the Company.

10.2. If the User and or the User’s related companies, solicits or entice away (or attempts to solicit or entice away) the Company’s employees, the User shall pay to the Company, by way of liquidated and or ascertained damages, an amount equivalent to one (1) year of the annual wage of the employee. The applicability of liquidated and ascertained damages applies to all employees whether permanent, part-time or otherwise.

11. LIMITATION OF LIABILITY

11.1. The Company and the Company’s Representatives shall in no circumstances be liable to the User or the User’s employees, independent contractors, agents, visitors, or any other persons during the provision of any of the Company’s Services for:

a. Any death, personal injury, loss or damage caused by the inability of the User to access the Assigned Location for whatsoever reason;

b. Any loss or damage to any intangible property and/or documents or data, whether in hardcopy or stored on laptops, phones, tablets, computers and similar electronics, or any reconstruction or reinstatement of such data;

c. Any loss of profits, anticipated savings, third party claims howsoever caused; and

d. Any direct, indirect or consequential loss or damage howsoever caused, and of whatever nature, resulting, directly or indirectly, from any act or omission caused by any third party at the Assigned Location and or Fulfilment Centre.

e. Either Party shall in no circumstances be liable to the other Party or the other Party’s employees, independent contractors, agents, visitors, or any other persons during the provision of any of the Company’s Services for any death, personal injury, loss or damage caused by the following:

i. Events of force majeure, fire, flood, rain, explosion, theft, malicious acts by any person, or any event outside the control of the Company;

ii. Atmospheric conditions including but not limited to contamination by smell, dampness, mould, rusting, tarnishing, corrosion, deterioration;

iii. Events include but are not limited to, acts of God, bad weather, heavy traffic, delays in preceding jobs, shortage of labour, vehicle conditions.

11.2. To the maximum extent permitted by law, the aggregate cumulative liability for the Company, whether in contract or tort (including negligence), statutory liabilities or otherwise arising out of or in connection with this Agreement, shall not exceed the lower of the total amount of the last three months of Subscription Fees paid by the User under this Agreement or two thousand (2,000) Singapore Dollars.

12. RE-ENTRY & COMPLIANCE

12.1. The Company is entitled to the right of re-entry and consequent withdrawal of provision of the Assigned Locations (or any part of it) at any time (even if any previous right of re-entry had been waived) if any of the following occurs:

a. All or part of any amount due to the Company under this Agreement shall at any time be unpaid for twenty (20) days after the same shall have become due (whether formally demanded or not); or

b. The User breaches any of its obligations under this Agreement; or

c. The User is unable to pay its debts as and when they fall due; or

d. There is a presentation of a winding-up petition (except for the purpose of amalgamation or reconstruction when solvent) for the winding up of the User; or

e. There is issuance of notice of meeting of members or shareholders for the passing of a resolution for a winding-up (except for the purpose of amalgamation or reconstruction when solvent) of the User or;

f. There is a presentation of a petition for the judicial management of the User; or

g. The User, as an incorporated entity, shall go into liquidation whether voluntarily (save for the purpose of amalgamation or reconstruction) or compulsorily or a receiver shall be appointed of its undertaking, property or assets; or

h. The User shall make a proposal to its creditors for a composition in satisfaction of its debts or a scheme of arrangement of its affairs; or

i. There is an appointment of a receiver, receiver and manager, or provisional liquidator in respect of the User or any of its property or assets; or

j. In the case of a User that is not incorporated in Singapore, the occurrence of processes or events under the laws of the country of incorporation of the User which is similar or analogous to those specified in Clause 12.1(a)to(i); or

k. Any distress, execution or attachment shall be levied upon or issued against any property or asset of the User; or

l. The User abandons the Assigned Location, which is deemed to have occurred if the User fails to open the Assigned Location for a continuous period of seven (7) days without the Company’s prior written consent; or

m. The User ceases to conduct its business; or

n. There is a change of control of the User or the User disposes of all or a substantial portion of its business; or

o. The User purports to assign, novate or transfer its rights, benefits or obligations under this Agreement in breach of Clause 14.

12.2. The exercise of the Company’s rights of re-entry shall not affect any other rights of the Company against the User, including the rights in respect of a default under which the re-entry is made.

12.3. The User shall indemnify the Company from and against all costs, losses, damages and expenses (including loss of the Subscription Fees that would have been payable by the User if the Term had been completed, and all costs and expenses incurred for re-provision or attempted re-provisioning of the Assigned Location), suffered by the Company as a result of the Company exercising its right of re-entry. This indemnity will not affect the other rights of the Company against the User.

12.4. The User acknowledges that the User is not bankrupt upon signing of this Agreement and, during the duration of this Agreement, it shall be construed as a breach of this Agreement if the User becomes insolvent, bankrupt or goes into liquidation. It shall be lawful for the Company, at any time thereafter, to enter upon the Assigned Location. This Agreement shall absolutely determine but without prejudice to any claim of the Company in respect of any antecedent breach by the User of any condition.

13. INDEMNITY

13.1. The use of the Assigned Location, the Fulfilment Centre and all Facilities, equipment and services is at the risk of the User and the User is responsible for all acts or omissions in the Assigned Location, whether or not these are authorized by the User.

13.2. To the fullest extent permitted by law, the User releases the Company and the Company’s Representatives from all claims and demands of every kind in respect of or resulting from anything that occurs in the Assigned Location and the Fulfilment Centre, including any accident, breakage, leakage, damage or injury. The Company and the Company’s Representatives shall have no responsibility and/or liability for any loss, damage, or injury suffered by the User or its representatives whether to or in respect of their person, property or business.

13.3. The User shall indemnify, keep indemnified and hold the Company and the Company’s Representatives harmless from and against all claims, demands, writs, summons, actions, suits, proceedings, judgements, orders, decrees, damages, costs, losses and expenses of any nature whatsoever which the User may suffer or incur in connection with this Agreement including all losses or damage arising directly or indirectly from:

a. The condition of or any occurrence in the Fulfilment Centre, Assigned Location and shared Facilities, including loss of life, personal injury and/or damage to or loss of property;

b. The use of the Common Areas and shared equipment by the User and the User’s representatives;

c. Any act or omission of the User or the User’s representatives including the use or misuse, waste or abuse of water, electricity or gas or by faulty fittings or fixtures of the User or execution of any additions and alterations to the Assigned Location;

d. Any and all breaches by the User in complying with the provisions of this Agreement; and

e. Any liability of the Company to any third party whose property is dealt with or disposed of by the Company under Clause 7.6 and 8.5. the mistaken belief (which will be presumed unless the contrary is provided) that such property belonged to the User.

13.4. The User shall also fully indemnify and keep the Company fully indemnified against any loss or damage caused by the corruption of data or any loss of information from hardware, software, mechanical or online sources.

14. RIGHTS TO ASSIGN

14.1. The User shall not assign, sublet, underlet, license, transfer, dispose or otherwise share or part with possession or use of the Assigned Location or any rights, benefits and obligations to any third party or hold them on trust for any such party under this Agreement.

14.2. The Company is entitled to transfer (either by way of assignment or novation) all of its rights and interests under this Agreement. The User hereby expressly acknowledges and undertakes to the Company that where the Company transfers its rights and interest in, under or arising out of this Agreement (including the transfer of the Security Deposit), the User shall be deemed to have consented to such transfer and shall accept any transferee of the Company and shall release the Company from all its obligations under the provisions of this Agreement, and in particular, the obligation of the Company to refund the Security Deposit and any other sums pursuant to the terms of this Agreement. Upon such a transfer, the Company shall notify the User by written notice thirty (30) calendar days in advance and the User is treated to have consented to such a transfer and accepts the new transferee. The User shall immediately release the Company from all obligations under this Agreement, including the refund of the Security Deposit and other sums under this Agreement, upon the transfer of the Security Deposit to the Company’s transferee. The User shall become a party to and sign a transfer agreement with the Company and the transferee relating to such a transfer if required by the Company; such an agreement shall be prepared by the Company at its own cost and expense. The User acknowledges that failure by the User to sign the transfer agreement within fourteen (14) days of written notice being served shall be deemed as a breach of this Agreement. Upon the completion of the transfer, the User shall immediately provide their updated contact and payment details to the transferee.

15. WAIVERS AND EXTENSION OF TIME

15.1. Any waiver of a right by the Company under this Agreement is only binding on the Company in writing.

15.2. Any waiver, indulgence or extension of time granted by the Company shall not operate as a waiver of the Company’s rights in respect of any continuing or subsequent default, breach or non-observance or non-performance of the User’s obligations under this Agreement.

15.3. Any consent given by the Company shall operate as a consent only for the particular matter to which it relates to and shall in no way operate as a waiver or release of any of the provisions generally, nor shall it be construed as dispensing with the necessity of obtaining the specific written consent of the Company in future, unless expressly so intended.

15.4. The acceptance of payment or any other monthly charges or fees or any other sums payable by the User to the Company shall not be deemed to operate as a waiver by the Company of its rights under this Agreement.

16. REPRESENTATIONS AND WARRANTIES

16.1. The User represents and warrants for the benefit of the Company that:

a. The User has full power and authority to enter into, exercise its rights and perform and comply with its obligations under this Agreement, and all transactions relating to this Agreement constitutes legally binding and enforceable obligations on its part;

b. The User has taken all actions and fulfilled all conditions (including obtaining any necessary consents, licenses or making any regulatory filings or registrations) to enable the User to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement and all transactions relating to the same;

c. The User’s entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement, and all transactions relating to the same do not and will not violate, or exceed any power or restriction granted or imposed by

i. Any applicable law or any directive or order (whether or not having the force of the law) to which it is subject;

ii. The memorandum and articles and constitutive documents (where applicable); or

iii. Any agreement to which it is a party or which is binding on it; or

iv. Any order, judgement or decree of any court or any government department or the authorities.

16.2. The User warrants that the User is not in competition, whether directly or indirectly, with the existing business of the Company.

16.3. The User is deemed to have knowledge of the User’s goods in the Assigned Location and Fulfilment and warrants that they are the owner of the goods and/or are entitled at law to deal with the goods in accordance with all aspects of this Agreement.
16.4. The User warrants that unless otherwise permitted by the Company, the User shall at all times only use the Assigned Location and Fulfilment Centre strictly for the use specified in this Agreement.

17. COST AND EXPENSES

17.1. The User agrees to pay the Company on a full indemnity basis and immediately on-demand for:

a. All the Company’s costs and expenses incurred in taking any action to rectify any breach of this Agreement by the User; and

b. All the Company’s legal costs and expenses incurred in enforcing any provision of this Agreement in the event of a breach by the User.

18. USER OBLIGATIONS AND RESTRICTIONS

18.1. The User shall:

a. Be solely responsible for securing the Assigned Location at all times when the User is not in the Assigned Location in a manner that is acceptable to the Company, and where applicable, will secure the access to the lift lobby and doors to the Assigned Location and the Fulfilment Centre;

b. Use the Assigned Location solely for the purpose of the Permitted Usage

c. Take care of all furniture, fixtures, equipment belonging to the Company;

d. Give notice to the Company in writing of the change of address and contact details within 48 hours of any change;

e. Ensure that each of the User’s Members is legally authorized to enter and remain in Singapore;

f. Ensure that all the User’s visitors, including third-party contractors, are registered by the Company by providing details prior to them entering the Fulfilment Centre. These details include but are not limited to the visitor’s full name, company and contact details;

g. Maintain the Assigned Location by ensuring it is clean and in a state of good repair. In the event of uncleanliness in the Assigned Location, the Company shall be entitled to retain the User’s deposit and/or charge a cleaning fee. The User shall indemnify the Company in respect of any and all liabilities, costs and expenses, arising from the contravention of this Clause herein.

18.2. The User shall not:

a. Keep at the Assigned Location and Fulfilment Centre, any goods that are hazardous, illegal, stolen, inflammable, explosive, environmentally harmful, perishable, animals, or items that are a risk to the property of any User;

b. Keep items at the Assigned Location and Fulfilment Centre that are irreplaceable such as currency, jewellery, furs, deeds, paintings, curios, works of art and items of personal sentimental value;

c. Leave any items, including boxes, wrapping, rubbish or other items, in communal areas or in or around the Assigned Location and Fulfilment Centre or access thereto, such items will be disposed of and the User will be charged a disposal fee;

d. Inhabit, reside or live in the Assigned Location and Fulfilment Centre;

e. Conduct a sale by auction or any dangerous, noxious, noisy or offensive activity, or any illegal or immoral acts. The User accepts full responsibility and shall indemnify the Company in respect of any and all liability arising from a contravention of this Clause herein;

f. Attach nails, screws, to any part of the Assigned Location, and damage or alter the Assigned Location and or Fulfilment Centre without the Company’s consent. In the event of damages to the Assigned Location and or Fulfilment Centre, the Company shall be entitled to retain the User’s Security Deposit and or claim full reimbursement from the User to the value of any repairs required. The User shall indemnify the Company in respect of any and all liabilities, costs and expenses, arising from the contravention of this Clause herein;

g. Hold themselves out as a representative of the Company or attempt to assume any obligations on behalf of the Company;

h. Use the address of the Fulfilment Centre as a business registered address;

i. Cover up any viewing panels on the doors of the Assigned Location.

18.3. The User acknowledges and agrees that:

a. The entire Fulfilment Centre, including all common areas, remain in the Company’s possession and control at all times;

b. The contractual right to use the Assigned Location is personal to the User. If the User is an Individual, this contractual right will automatically terminate upon the death of the User; if the User is a corporate or business entity, the right to use the Service will automatically terminate upon commencement of liquidation or similar proceedings in respect to the User;

c. The Company has the right to alter or re-configure the Assigned Location and Fulfilment Centre, or move any furnishings at any time;

d. The Company has the right to re-allocate the User to another Assigned Location that is commensurate with the User’s operating needs. The Parties agree that the Company may exercise such a right so long as the Company gives written notice of the re-allocation;

e. This Agreement is subject to the lease and or management agreement entered into between the Company and the landlord of the Fulfilment Centre.

19. DAMAGES

19.1. The User and the User’s Members shall be liable to the Company for any damages to the Assigned Location and Fulfilment Centre caused by its guests, including but not limited to employees, contractors, agents or other persons present on the Fulfilment Centre and/or Assigned Location. In the event of such damages, the User shall indemnify the Company for all reasonable repairs, replacement and/or costs of making good the same, including but not limited to repainting, plastering or repairs to walls, replacement of carpets, repairs or replacement of furniture, fixtures and wall sockets etc. The User and its Members shall not carry out its own repair or rectification work without the Company's prior written consent.

19.2. Upon moving in, the User and its Members shall notify the Company within fourteen (14) days of any pre-existing damages or defects arising within the Assigned Location.

20. USE OF PERSONAL DATA

20.1. In using the Company’s Services, the User agrees and consents to the Company performing the following:

a. Collect, store, process and share the User’s personal data, which includes but is not limited to personal particulars, account operating history, creditworthiness, and any other relevant information in relation to the User’s use of the Company’s Services;

b. Disseminate, disclose and share the User’s personal data to third parties that provide services or functions for and on behalf of the Company and its representatives;

c. Disseminate, disclose and share the User’s personal data to the relevant government authorities, credit bureaus or third parties for the following purposes including, but not limited to:

i. Conducting credit and background checks;

ii. Receiving updates, news, promotional campaigns, marketing mails or materials;

iii. Research and surveys for the Company and its representatives;

iv. Transferring/sharing such information to the Company’s representatives, where required to comply with applicable laws and regulations.

20.2. For the purpose of updating or correcting such data, the User may at any time apply to the Company to have access to the personal data stored by the Company.

21. RIGHT OF ACCESS

21.1. The User shall permit the Company and the Company’s representatives, at all reasonable times with twenty-four (24) hours’ notice, to enter, inspect and view the Assigned Location for purposes that include but are not limited to:

a. Examining the condition in relation to any cables, wire, mains, pipes and ducts serving the Assigned Location and any fixtures or fittings on the Assigned Location;

b. To ensure that the provisions of this Agreement have been observed by the User;

c. To take a schedule of fixtures in the Assigned Location;

d. To show the Assigned Location to potential new users;

e. To alter, improve or repair the Assigned Location or any other part of the Fulfilment Centre;

f. To undertake activities relating to cleaning and maintenance;

21.2. The User shall permit the Company and the Company’s representatives, at all reasonable times and without prior appointment, to enter, inspect and view the Assigned Location for purposes that include emergencies, where immediate action is required to prevent or mitigate the loss or impairment of life and property.

22. TAXES
The User shall pay promptly all Value-Added Tax, Goods and Services Tax (GST), Duty Tax and all other taxes which is required to pay to any government authority and any taxes paid by the Company to any governmental authority that are attributable to the provision of any of the Services by the Company to the User. The obligations of the User under this clause shall survive the termination of this Agreement.

23. NOTICES

23.1. All notices, demands or other communications required or permitted to be given or made under this Agreement shall be in writing and in English and either (i) delivered personally, (ii) sent by prepaid post (iii) sent via email to the intended recipient at the last provided physical address or email address as provided by either Party.

23.2. Any such notice, demand/or communication shall be deemed to have been duly served if given or made by letter, 24 hours after posting or if made or given to or from an address outside Singapore, 72 hours after posting and in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted;

23.3. In the event that the User is not contactable, all notices issued by the Company is deemed to be served if the Company sends the notice by prepaid post to the last provided physical address or email address of the User. The User shall be responsible to update the Company on any change of contact details or addresses.

24. CONFIDENTIALITY
Unless otherwise required by law or regulation, or with either Party’s written approval, both Parties shall not disclose or permit the disclosure of, or use or permit the use of any information, discussions, negotiations and documentation obtained from the Company as a result of or in connection with the Agreement’s implementation thereof. This includes, but is not limited to, such information concerning either Party’s business and affairs, and the services and rates provided hereunder, to any person, firm or corporation, or any other agent.

25. HOUSE RULES

25.1. The User and Members must comply with any house rules that the Company may impose generally, and from time to time, whether for reasons of health and safety, convenience or otherwise. The Company may create, amend, cancel, supplement and suspend any of the house rules at any time.

25.2. The User agrees to comply with all the Terms of Use stated herein and the House Rules referenced in Clause 25.1. The User shall ensure that its employees, agents and independent contractors comply with the Terms of Use and House Rules referenced in Clause 25.1 during the entire duration of the Agreement, failing which the User shall pay all penalties stipulated.

26. UNENFORCEABILITY AND SEVERANCE

The illegality, invalidity or unenforceability of any provision in this Agreement under the law of any jurisdiction will not affect the legality, validity or enforceability of that provision under the law of the Country and State in which the Assigned Location is located; or the legality, validity or enforceability of any of the other provisions in this Agreement.

27. CLAUSE HEADINGS

The section headings and clause headings are for reference and the convenience of the Parties only. These headings do not define, limit or change the meaning, interpretation and scope of any of the clauses.

28. THIRD PARTIES

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act, Chapter 53B of the Singapore Statutes, to enforce any of its terms.

29. GOVERNING LAW AND SUBMISSION TO JURISDICTION

This Agreement shall be governed by and construed according to the laws of Singapore. The Parties agree that the courts of Singapore shall have exclusive jurisdiction over all matters of the Agreement.

30. ENTIRE AGREEMENT

The Parties expressly acknowledge that they have read this Agreement and understood its provisions. The Parties agree that this Agreement constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof, and supersedes all prior or contemporaneous proposals, agreements, negotiations, representations, warranties, understandings, correspondence and all other communications (whether written or oral, express or implied), or arrangements entered into between the Parties prior to this Agreement, whatsoever with respect to the subject matter hereof. No promise, inducement, representation or agreement, other than as expressly set forth in this Agreement, has been made to or by the Parties.