1.1. In these Terms, unless the context otherwise requires, the following definitions shall apply:
“Business Day” means a day (excluding Saturdays, Sundays and public holidays) on which banks generally are open for business in Singapore;
“CAG” means Changi Airport Group (Singapore) Pte. Ltd. (Company Registration Number 200910817N), a company incorporated in Singapore under the Companies Act 1967 of Singapore (as may be amended, consolidated, re-enacted or replaced from time to time);
“Changi Rewards” means a customer loyalty programme owned and administered by CAG;
“Chat Service” means the chat function maintained by CAG through the Shopping Concierge that is meant for communication between the Customer and the Shopping Concierge;
“Collection Point” refers to such location within Changi Airport designated by the Customer pursuant to Clause 9.2 below as the drop-off point for Products purchased by Customers through the Shopping Concierge Service;
“Contract” means a contract made between the Retailer and Customer when an Order is confirmed and concluded by CAG on behalf of the Retailer, pursuant to these Terms, and such other terms and conditions as may be agreed to by the relevant parties in writing;
“Customer” means any person who has been permitted by CAG to access and use the Shopping Concierge Service upon the terms and conditions of the Terms;
“Customer's Information” means information from the Customer provided to the Retailer or CAG, whether through the Shopping Concierge Service or otherwise, and includes the Customer’s Personal Data and such information as will enable the Retailer and/or CAG to deliver the Products;
“Delivery Address” refers to such location within Singapore, outside Changi Airport, designated by the Customer as the drop-off point for Products purchased by the Customer through the Shopping Concierge Service;
“Force Majeure” is defined in Clause 25;
“GST” shall refer to the prevailing goods and services tax chargeable under the Goods and Services Tax Act 1993 of Singapore as may be amended, consolidated, re-enacted or replaced from time to time;
“Intellectual Property Rights” means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world;
“Message” means any communications made between the Parties and which are transmitted by any of the following means: electronically via the Chat Service, email, text messages, telephone or video calls ;
“Order” means an order made by Customer through the Shopping Concierge Service for the relevant Product, as set out in the Chat Service;
“Parties” means the Retailer; the Customer; and CAG, and “Party” means any one of them as the context requires;
“Payment Portal” means the whole or part of the structured electronic system hosted by such independent third party payment service provider(s) as may be appointed by CAG from time to time to accept and process Shopping Concierge Service payment transactions made using online payment link(s) or online payment methods (such payment transactions referred to as “Online Shopping Concierge Service Payment Transactions”) (such payment service provider(s) referred to as “Third Party Payment Service Provider”);
“Personal Data” has the meaning set out in the Personal Data Protection Act 2012 of Singapore as may be amended, consolidated, re-enacted or replaced from time to time;
“Product” means the product made available by the Retailer (including the product(s) of brand(s) represented by the Retailer) though the Shopping Concierge Service;
“Retailers” means the retailers named in the Shopping Concierge Service, or CAG as the case may be, who agree to provide Products to the Customer through the Shopping Concierge Service, and “Retailer” means any of them;
“Return Policy” means the return policy located on the Website, as may be amended by CAG from time to time;
“Shopping Concierge” means the personnel employed or authorised by CAG to provide and administer the Shopping Concierge Service;
“Shopping Concierge Service” means:
(a) the service provided by the Shopping Concierges who respond to Customers’ queries and requests in-person or electronically via the Chat Service, email, text messages, telephone or video calls regarding Customers’ purchase of products from participating retailers at Changi Airport;
(b) such other sales initiatives/ programmes as may be initiated and administered by CAG from time to time and stated by CAG to be a “Shopping Concierge Service”.
The Shopping Concierge Service is provided and administered by CAG as a means for participating retailers to sell their products and for the purpose of providing Customers with relevant and personalised purchase recommendations designed to make the user experience at Singapore Changi Airport smoother and more enjoyable;
“SIAC” means the Singapore International Arbitration Centre;
“Specifications” means, in relation to the Products under these Terms, the description of the price, quantity, delivery details of and any other relevant term for the Products to be agreed between the Customer and the Retailer, as set out in the Chat Service.
“Terms” means these Customer Terms and Conditions (found at the Website), which govern the relationship and conduct between the Customer; the Retailer; and CAG, as may be amended by CAG from time to time;
1.2. In these Terms, unless the context otherwise requires:
(a) a reference to “CAG” in these Terms apply both to CAG’s actions on its own behalf as Retailer (where applicable) and/or as the operator of the Shopping Concierge Service;
(b) a reference to any statute or statutory provision is a reference to the statute or statutory provision in force as amended or re-enacted at the date of these Terms, and includes all subsidiary legislation under that statute or statutory provision;
(c) a reference to persons includes natural persons, corporate bodies, and unincorporated associations, whether or not they possess separate legal personality;
(d) a reference to a Party includes its personal representatives, heirs, successors, and assigns;
(e) a reference to the terms “include”, “including”, “in particular”, “for example”, and other like phrases shall be illustrative only and shall not be construed as having exhaustive effect;
(f) a reference to the singular is a reference also to the plural, and a reference to the masculine is also a reference to the feminine and to the gender-neutral “it”; and
(g) a reference to writing and its grammatically cognate expressions shall include a reference to email.
2.1 The Customer agrees that he/she is capable of complying with these Terms, and that the Customer shall indemnify and hold harmless the Retailer and CAG (as applicable) from any loss caused to the Retailer or CAG by the Customer’s non-compliance with these Terms.
2.2 The Customer warrants that he/she has the capacity to be bound by these Terms and to enter into Contracts under these Terms. If the Customer is a minor or otherwise legally disabled, the Customer represents that a parent or legal guardian is aware of the Customer’s use of the Shopping Concierge Service, has consented to the Customer’s use, and will be responsible for the Customer's use of the Shopping Concierge Service.
2.3 The Customer agrees that any records maintained by the Shopping Concierge of transactions shall be conclusive as to the matters contained within and agrees to waive any right to object to the admissibility or correctness of the records.
2.4 The Customer acknowledges and agrees that CAG may from time to time provide or make available, directly or through third party service providers, certain additional services to the Customer for the purpose of facilitating the use of the Shopping Concierge Service by the Customer. Such services may include but are not limited to delivery services, chatbots and other services used for communicating with Customers, but such services shall exclude payment services. The Customer agrees that CAG may incorporate the terms which govern such services and which are applicable to the Customer into these Terms in accordance with Clause 23 below. The Customer shall indemnify the Retailer and CAG in respect of any loss resulting from the Customer’s use of such services.
2.5 The Customer agrees that in providing information during the use of the Shopping Concierge Service, such information shall be accurate and the Customer shall update the Shopping Concierge of any changes in the information the Customer has provided.
2.6 The Customer further agrees that any records in electronic form are admissible pursuant to the Electronic Transactions Act 2010 of Singapore (as may be amended, consolidated, re-enacted or replaced from time to time), and will not contest the validity of such records solely on the basis of being in an electronic form.
2.7 By using the Shopping Concierge Service to purchase Products, the Customer agrees to these Terms, as updated from time to time.
3. Acceptance of these Terms / the Contract
(a) the Retailer; and
3.2 The Customer agrees and declares that:
(a) by using the Shopping Concierge Service, these Terms are agreed;
(b) the Customer’s purchase of any Product shall be upon the terms and conditions of the Contract;
(c) the Customer’s dealings with CAG in relation to the Contract and/or with the Retailers in relation to the order and supply of the Products, shall be conducted through the Shopping Concierge Service by the transmission of Messages, provided that if the Shopping Concierge Service shall be unavailable for use due to any reason, CAG shall notify the Customer as soon as practicable of such unavailability by informing the Customer and may require the Customer to deal with CAG and/or the Retailer in any other manner, as CAG deems fit in its sole discretion, while the Shopping Concierge Service remains unavailable for use;
(d) Products sold by Retailers to the Customer shall be Contracts entered into directly and only between the Retailer and the Customer; and
(e) (where applicable) Products sold by CAG in its capacity of a Retailer to the Customer shall be Contracts entered into directly and only between CAG and the Customer.
3.3 The Retailer agrees and declares that:
(a) these Terms form part of every Contract to which it is a party, notwithstanding anything contained therein to the contrary; and
(b) the Customer may enforce these Terms against the Retailer in respect of a Contract.
4. Prices and Payment
4.1 The prices payable by the Customer to the relevant Retailer for each of the Product(s) shall be specified in the course of the Shopping Concierge Service. All listing prices are subject to taxes and duties, unless otherwise stated. The Retailer reserves the right to amend the listing prices at any time without giving any reason or prior notice.
4.2 (a) The Customer can make payment using either (i) online payment link(s) or online payment methods; or (ii) the payment methods available at the relevant Retailer’s retail outlet at the Airport (“Offline Payment Methods”). Payment transactions made using the latter are referred to as “Offline Shopping Concierge Service Payment Transactions”). For the avoidance of doubt, where a Customer pays using “Changi Pay” through the Changi Pay QR code provided at the relevant Retailer’s retail outlet at the Airport, it shall be considered “Offline Shopping Concierge Service Payment Transactions”.
(b) Where the Customer makes payment using the online payment link(s) or online payment methods, the Customer can only pay by such payment method and in such currency as the Payment Portal stipulates, failing which the Customer’s Order will not be processed by the Shopping Concierge Service.
(b) In respect of Online Shopping Concierge Service Payment Transactions, the Customer acknowledges that the Third Party Payment Service Provider is the party responsible for providing the payment gateway (“Payment Gateway”) services and for accepting and processing payment transactions made on the Payment Portal.
(c) In respect of Offline Shopping Concierge Service Payment Transactions, for the avoidance of doubt, they are accepted and processed by the relevant payment service provider (“Offline PSP”) contracted by the Retailer to provide the Offline Payment Methods.
(d) The Customer agrees not to use the Shopping Concierge Service and the Payment Portal for unlawful or fraudulent purposes, or otherwise in violation of applicable law and regulation. The Customer shall not use the Payment Gateway and/or the Offline Payment Methods to process a payment transaction, or otherwise transfer money between the Customer and a Retailer, that is unrelated to a purchase of a relevant Product. The Payment Gateway and/or the Offline Payment Method may not be used for remittance or money transfer purposes or to receive cash advances from Retailers or to facilitate the purchase of cash equivalents (traveller's cheques, prepaid cards, money orders, etc.). The Customer may not use the Payment Portal, Payment Gateway and Offline Payment Methods to purchase any illegal goods or services or for any other underlying illegal transaction. The Customer agrees not to directly or indirectly interfere with, disrupt, or otherwise misuse the Payment Gateway and/or Offline Payment Methods, including any of its related servers, networks, or other infrastructure.
4.4 The Retailer shall bear the costs of all third party fees and charges such as bank(s)’, Third Party Payment Service Provider’s and/or Offline PSP’s fees and charges in relation to the Customer’s payment for the Product.
4.5 CAG reserves the right to modify or vary the availability of (i) payment service providers to accept and process Shopping Concierge Service payment transactions; or (ii) payment methods, without providing Parties with any reason or explanation.
4.7 The Retailer shall, for as long as the Products are listed for sale through the Shopping Concierge Service, not charge GST on the sale of Products to Customers with a valid boarding pass.
4.8 The Customer acknowledges and agrees that:
(a) CAG is only providing the Shopping Concierge Service as a platform for Customers and Retailers to buy and sell Products, and CAG does not accept and/or process payment transactions for the Retailer that results in a transfer of money to the Retailer pursuant to the payment transactions carried out through Shopping Concierge Service, Payment Portal and/or Offline Payment Methods. The Third Party Payment Service Provider and Offline PSP are responsible for (i) accepting and processing such payment transactions and for paying the Retailer the sale proceeds directly; and (ii) providing the relevant payment services. CAG is only providing the Shopping Concierge Service as a means through which the Third Party Payment Service Provider and Offline PSP can provide its payment processing services and payment services;
(b) CAG does not at any point receive any of the sale proceeds for the Products sold, except in cases where CAG will receive sale proceeds due to CAG as a “Retailer” for goods/ services sold by CAG. The Third Party Payment Service Provider will pay CAG the delivery charges charged by CAG in accordance with Clause 8 below.
(c) CAG is not providing the service of arranging for transmission of money, and CAG does not arrange for the transmission of money (including any brokering service that arranges for the transmission of money), from the Customer to the Retailer and vice versa, whether as a principal or agent; and
(d) The Third Party Payment Service Provider and the Offline PSP are not agent(s) or sub-contractor(s) of CAG.
5. Refund Policy
5.1 (a) All payments to be made in respect of approved refunds request shall be made to the payer via the original payment method within fourteen (14) Business Days once the Customer’s request for a refund is processed and once the Retailer receives the relevant Product(s) from the Customer, provided that the Customer requests for a refund within thirty (30) calendar days of collection through the Shopping Concierge Service.
(b) It is the Retailer that is responsible for making the refunds to the Customer, and not CAG. As the operator of the Shopping Concierge Service, in respect of Online Shopping Concierge Service Payment Transactions, CAG may liaise with the Retailer and/or the Third Party Payment Service Provider and transmit/ convey refund requests. CAG is not providing the service of arranging for transmission of money, and CAG does not arrange for the transmission of money (including any brokering service that arranges for the transmission of money), from the Customer to the Retailer and vice versa, whether as a principal or agent.
5.2 For the avoidance of doubt, all payments to be made in respect of approved refunds requests are processed by the Third Party Payment Service Provider and/or Offline PSP (as the case may be), and not CAG. It is the Third Party Payment Service Provider or Offline PSP (as the case may be) that is responsible for processing all chargeback and refund transactions. The Third Party Payment Service Provider or Offline PSP (as the case may be) will, through its acquirer (where applicable), communicate with and instruct the relevant payment scheme network and arrange for the chargeback and/or refund to be made to the payer’s original mode of payment. CAG offers no guarantee of any nature for the timeliness of the chargeback and refund amounts reaching the Customer’s account in respect of the Customer’s original payment method. The processing of refund payment may take time and it is subject to the respective bank’s, Third Party Payment Service Provider’s and/or Offline PSP’s internal processing timeline.
5.3 All costs associated with the refund process imposed by the processing bank, Third Party Payment Service Provider and/or Offline PSP, including funds transfer fees and foreign exchange gains/losses, shall be borne by the Customer.
5.4 The acceptance of a refund request by a Customer is conditional upon CAG’s receipt of a valid return of the Product which the Customer is requesting refund for. The Customer represents and warrants that the Product returned is authentic, authorized for sale, and not stolen, counterfeited, a replica, an unauthorized copy, illegal or misbranded, or a product violating any Intellectual Property Rights. All returns must be done in accordance with the instructions set out in the Return Policy.
5.5 CAG reserves the right to modify the policy of processing returns and refunds requests at any time without notice.
6. Remedying Defects and Errors
6.1 The Retailer is obliged to assist the Customer to remedy any defects or errors that may appear in the Products which are not in accordance with the Specifications, or as agreed between the Retailer and the Customer under Clause 6.6.
6.2 Clause 6.1 shall not apply if the defects and errors are due to:
(a) failure of the Customer to store, install, use, or maintain the Products in accordance with any instructions the Retailer may give;
(b) the Customer or any third party altering the Products in any way, including in attempts to repair, without the consent or authorisation of the Retailer; or
(c) ordinary wear and tear, wilful damage, negligence, abnormal working conditions, or misuse.
6.3 If the Customer receives a fundamentally different Product from what the Customer requested or accepted, and if such difference is not due to the Customer’s neglect, the Customer has the right to return the Products and to request a refund from the Retailer. In the event of a dispute as to what is fundamentally different, the Customer agrees that CAG shall have the absolute discretion in deciding and to decide whether and how much refund should be paid from the Retailer to the Customer.
6.4 The Retailer shall bear the costs of any transport of Products for the purposes of executing repairs, remedies, refunds or returns under Clause 6.
6.5 Clause 6 shall apply to replaced or repaired Products, save that any computation of time shall be taken with reference to the delivery or provision of the original Products, such that any warranty or replacement periods will not be extended by any replacement or repair of Products.
6.6 If the Customer agrees with the Retailer for a more generous warranty or repair period than Clause 6 herein provides, the terms of such warranty or repair period shall supersede the terms of Clause 6.
6.7 CAG reserves the right to reject any requests for refunds, returns or replacements at its sole discretion, including without limitation, where it deems that any transaction is fraudulent or suspects that it is fraudulent and neither the Customer nor the Retailer shall have any claim against CAG for any losses or claims whatsoever, howsoever arising.
7.1 An Order made by the Customer shall be deemed to be accepted only when the Order is confirmed and concluded by CAG on behalf of the Retailer by way of the Shopping Concierge acknowledging and confirming with the Customer on his Order. An accepted Order will be deemed to form part of a validly binding Contract entered into between the Retailer and the Customer (and concluded by CAG on behalf of the Retailer).
7.2 All Orders will be deemed to be irrevocable and unconditional upon Orders being placed through the Shopping Concierge Service and CAG (on behalf of the Retailer) shall be entitled (but not obliged) to process such Order(s) without the Customer’s further consent and without any further reference or notice to the Customer. Nevertheless, as stated in Clause 27, the Customer may request to cancel or terminate the Order under certain circumstances, which the Retailer will endeavour to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing and Clause 27, the Retailer is not obliged to give effect to any request to cancel, terminate or amend any Order.
7.3 Customers are encouraged to utilise the Shopping Concierge Service to update, change or finalise the Specifications of an Order.
7.4 All Orders shall be subject to CAG’s confirmation and acceptance on behalf of the Retailer, and each Order accepted by CAG on behalf of the Retailer shall constitute a separate Contract. The Customer acknowledges that unless the Customer receives an Order confirmation (through the Chat Service) from CAG accepting the Order], the Retailer shall not be party to any legally binding contracts or promises made between the Retailer and the Customer for the sale or other dealings in relation to the Product(s) and accordingly the Retailer and CAG shall not be liable for any losses which may be incurred as a result. CAG (on behalf of the Retailer) reserves the right to decline to process or accept any Order received from or through the Shopping Concierge Service in its absolute discretion.
7.5 Where the Customer has provided Customer's Information for the purposes of the Order, the Customer warrants and represents, as applicable, that:
(a) the Customer has the right to disclose, use and/or license the royalty-free use of Customer’s Information;
(b) the Customer's Information is accurate; and
(c) any legal obligations in force that may govern the Customer’s provision of such Customer's Information, have been complied with.
7.6 The Customer shall indemnify the Retailer and CAG in respect of any loss resulting from the breach of Clause 7.5.
7.7 Where the Retailer and/or CAG requires the Customer's co-operation to provide relevant and necessary Customer's Information, whether or not stated in the Specifications, the Customer shall be bound by these Terms to co-operate, and the Retailer and CAG will not be held liable under these Terms for failure to fulfil the Order if the Retailer’s and/or CAG’s failure was due to the Customer's failure to co-operate under this Clause 7.7.
7.8 The Retailer undertakes to use reasonable skill and care, and to execute work to a workmanlike standard, with properly-qualified staff, in fulfilling the Order.
7.9 The Retailer warrants and represents that the Products the Retailer provides under an Order:
(a) are free from material defects in workmanship, insofar as the Retailer is the manufacturer;
(b) are free from material defects in design and material, insofar as the Retailer is the originator of the design and/or material; and
(c) comply with all legal obligations in force that may govern the Retailer’s provision of such Products, whether directly or indirectly.
7.10 Where the Retailer offers Products via the Shopping Concierge Service, the Retailer does not warrant or represent that the Products are fit for purpose, unless otherwise expressly provided in the Specifications of the Order.
7.11 Where the Retailer provides Products, the Retailer warrants and represents that the Products conform to the Specifications.
7.12 CAG and/or the Retailers may, at their sole discretion, place a limit on the quantities of any Products that may be purchased by Customers via the Shopping Concierge Service. Such limits may be imposed on each (a) Order, (b) credit card, or (c) Customer, as the case may be.
7.13 CAG and/or the Retailers may refuse or reject any Order at any time, for reasons which include, but are not limited to: (a) non-compliance by the relevant Customer of any conditions specified at the time of the Order; (b) failure of payment by the Customer or the inability of the Third Party Payment Service Provider and/or Offline PSP to process payment for the Products, for whatever reason; (c) the unavailability of any ordered Products; or (d) any errors that have been made in the course of using Shopping Concierge Service or any errors made in connection with the Customer’s Order. In the event of a pricing error, CAG reserves the right to correct the pricing error and (if applicable) charge the Customer the correct price for the ordered Products, or the Customer may choose to request for a refund of the Order.
8. Fulfilment of Orders
8.1 The Retailer agrees that it is bound by and shall honour all Contracts and that it will be solely responsible for the Product fulfilment for all sales in respect of Products sold by the Retailer through the Shopping Concierge Service.
8.2 Without prejudice to any provisions of these Terms, where CAG does not actually have actual possession of the Products, at no time shall CAG be responsible for any damage, loss or pilferage to any of the Products.
8.3 Except where CAG is acting in the capacity of a Retailer (where applicable), nothing herein shall impose any liability upon CAG in respect of any defect in the Products arising out of the acts, omissions, negligence or default of the Retailer, its servants and agents including without limitation any failure by the Retailer to comply with any requirements as to storage and handling or use or servicing of the Products, use of the Products with other products or other misuse of the Products or accident or fair wear and tear of the Products.
8.4 The Customer acknowledges that delivery of the Products is subject to availability of the Products and the Customer acknowledges that while stock information is updated regularly, it is possible that in some instances a Product may become unavailable between updates. CAG is responsible for delivering the Products to the Customer, and will make reasonable efforts to deliver the Product to the Customer within the delivery timeframe. All delivery timeframes given are estimates only and delays can occur. If the delivery of the Customer’s Product is delayed, CAG will inform the Customer accordingly. CAG shall have the right to engage such third party service provider(s) from time to time to perform part or all of CAG’s obligations in respect of the delivery services (“Delivery Partner”). The Customer and Retailer agrees that CAG shall not be liable for any losses arising from delayed deliveries or of any act of the Delivery Partner, including but not limited to the acts of its employees and agents.
8.5 CAG may charge the Customer delivery charges for the delivery services provided at Clause 8.4 above, and such delivery charges will be reflected in the Order.
8.6 The Customer agrees that if the Order contains Liquor and/or tobacco product(s) (“Tobacco”), a person of eighteen (18) years of age or older with appropriate identification will collect or take delivery of the Liquor and a person of 21 years of age or older will collect or take delivery of the Tobacco. CAG and the Retailer reserve the right not to deliver any Liquor and/or Tobacco to anyone who is, or appears to be under, the age of 18 or 21 years old (as the case may be), and to charge the Customer an additional re-delivery fee (which shall be advised by CAG) should a re-delivery be required. The Customer agrees that if any applicable legal requirements for the purchase of Liquor and/or Tobacco are not met, CAG and/or the Retailer reserve the right to cancel the Liquor-related and/or Tobacco-related portion of the Order. CAG and/or the Retailer also reserve the right to refuse to deliver any Liquor and/or Tobacco to any person who is, or appears to be, under the influence of either alcohol or drugs.
9. Delivery and Collection of Products
9.1 Products will be delivered by CAG or its appointed Delivery Partner to the Delivery Address or Collection Point as indicated in the acknowledgement of the Customer’s Order. The acknowledgement will also set out the date and indicative time by which the relevant Products will be delivered or are available for collection.
9.2 In respect of collection, where applicable, the Customer has to produce his/her boarding pass, passport, traveller’s document(s), Changi Airport Pass and/or acknowledgement of his/her Order at the designated Collection Point before the relevant Products can be collected. The availability of the various modes of delivery will be disclosed in the Shopping Concierge Service, and the Customer will have the option (where available) of selecting his/her preferred Collection Point or Delivery Address, subject always that the Collection Point may be chosen from a list of specified collection points designated by CAG or the physical retail store of the Retailer at Changi Airport.
9.3 If delivery of the relevant Order has been attempted but the Customer is not present to receive it, the Order will be re-delivered on the next available date. There is a re-delivery fee (which shall be advised by CAG) for each additional attempted delivery after the delivery fails on the first two (2) attempts. The re-delivery fee shall be borne by the Customer and shall be payable at the time the Customer submits a request for the re-delivery.
9.4 Failure to collect or to take delivery of the relevant Product(s) within the time specified, or to produce the documentation described in Clause 9.2, shall be deemed to be a rejection of the Product(s) and the relevant Order and Contract shall be cancelled within twenty-four (24) hours. The Product(s) may be re-sold by the Retailer (through the Shopping Concierge Service or otherwise). Appropriate refunds shall be made by CAG (where CAG is the retailer) or the Retailer, as the case may be, to the relevant Customer.
10. Risk and Property of the Products
10.1 Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Products, at the time when CAG or its Delivery Partner has tendered delivery of the Products.
10.2 Notwithstanding delivery and the passing of risk in the Products or any other provision of these Terms, title in the Products shall not pass to the Customer until the Third Party Payment Service Provider or Offline PSP (as the case may be) has received funds payment in full of the price of the Products and all other Products agreed to be sold by the Retailer to the Customer for which payment is then due.
10.3 Until such time as the title in the Products passes to the Customer, the Customer shall hold the Products as the Retailer’s fiduciary agent and bailee and shall keep the Products separate from those of the Customer.
10.4 The Customer shall immediately notify the Retailer of any matter from time to time affecting the Retailer’s title to the Products and the Customer shall provide the Retailer with any information relating to the Products as the Retailer may require from time to time.
10.5 Until such time as the title in the Products passes to the Customer, the Retailer shall be entitled at any time to demand the Customer to deliver up the Products to the Retailer. In the event of non-compliance, the Retailer reserves its right to take legal action against the Customer for the delivery of the Products and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer.
10.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness of the Products which remain the property of the Retailer. But if the Customer does so, all moneys owing by the Customer to the Retailer shall (without prejudice to any other right or remedy of the Retailer) forthwith become due and payable.
10.7 The Customer shall indemnify CAG and the Retailer against all loss, damages, costs, expenses, and legal fees incurred by the Customer in connection with the assertion and enforcement of the Retailer’s or CAG's rights under this Clause 10.
11. Customer-specific rights and obligations
11.1 The Customer has the responsibility to ensure that the submitted Order is accurate. The Retailer and CAG shall not be liable for any loss caused by any inaccuracy in the Order.
11.2 CAG does not guarantee the correctness of the description of the Products provided by Retailers and will not be liable to the Customer for any loss caused by any inaccuracy on the Retailer's part.
11.3 In addition to other representations, warranties and undertakings by the Customer elsewhere in these Terms, the Customer further represents and warrants at all times that:
11.3.1 he/she has the full power and authority to procure the Products and to grant the rights and undertake the obligations hereunder;
11.3.2 he/she shall keep to his/her payment obligations confirmed under the Order in accordance with these Terms;
11.3.3 he/she shall provide all necessary information and shall extend any necessary co-operation to the Retailer and CAG for the Retailer to fulfil its obligations under the Order and for CAG to deliver the Products;
11.3.4 all information given and to be given by the Customer to CAG through the Shopping Concierge Service from time to time are true and accurate;
11.3.5 any material, data or information submitted by the Customer through the Shopping Concierge Service does not contain any electronic virus or other similar malicious electronic code;
11.3.6 the Customer’s use of the Shopping Concierge Service does not and will not contravene any law, rule, regulation, judgment, decree, permit, authorisation, policy or directive (in each case, whether or not having the force of law) which is binding on or otherwise applicable to the Customer or to which he/she is subject; and
11.3.7 if the Customer’s Order includes Liquor, that the Customer is 18 years of age or older, and if the Customer’s Order includes Tobacco, that the Customer is 21 years of age or older.
12. Retailer-specific rights and obligations
12.1 The Retailer is responsible for ensuring that the Products sold through the Shopping Concierge Service are accurate, including the descriptions of the Products and the desired prices. The Customer and CAG shall not be liable for any loss caused by any inaccuracy in the listed Products.
12.2 Without prejudice to any other obligation of the Retailer, all Products being put up for sale via the Shopping Concierge Service will fall within certain approved categories set out by CAG. Such categories are subject to changes further to the exercise of CAG's sole and absolute discretion without any prior written notice.
12.3 CAG does not guarantee the correctness of any Order submitted by the Customer and will not be liable to the Retailer for any loss caused by any inaccuracy in the Customer’s Order.
12.4 In addition to the other representations, warranties and undertakings by the Retailer elsewhere in these Terms, the Retailer further represents, warrants and undertakes that:
(a) it has the full power and authority to provide the Products and to grant the rights and undertake the obligations hereunder and satisfies all the requirements and fulfils all the conditions set forth in the Specifications;
(b) it will perform all its obligations under these Terms including those set out in the Specifications in accordance with the terms thereof;
(c) it will procure the delivery of the Products in a proper and professional manner at all times;
(d) the provision of the Products by the Retailer to the Customer and the provision of information on the Products (including but not limited to write-ups and photographs) sold through the Shopping Concierge Service, does not and will not infringe any Intellectual Property Rights or any rights of whatever nature of any third party;
(e) it shall act, at all times, in the best interests of the Customer and not allow its interest to conflict with the duties it owes to the Customer;
(f) it shall treat the Specifications and other information from the Customer as confidential unless the Customer has dispensed of such confidentiality with prior written consent;
(g) it shall not carry out acts of sabotage against other Retailers;
(h) it shall not unreasonably request for additional payments after the Order has been confirmed and accepted by CAG on behalf of the Retailer;
(i) it shall act towards the Customer dutifully and in good faith;
(j) it shall absorb all costs and/or expenses incurred in the handling and/or delivery of the Products unless otherwise expressly agreed in writing by CAG;
(k) it shall comply strictly with all applicable laws and regulations, including but not limited to all food safety and customs laws and regulations;
(l) the Products provided by the Retailer will conform in all respects to the Specifications;
(m) all Products sold under these Terms are truthful, accurate, complete and provided in accordance with the Specifications; and
(n) it will not, directly or indirectly, sell stolen, counterfeited, replicas, unauthorized copies, illegal or misbranded, or products violating any Intellectual Property Rights.
13.1 Unless otherwise expressly provided herein or under the Contract, any notice to be given by CAG to the Customer under these Terms shall only be deemed to have been served on the Customer if the notice is sent by post to the address, or email to the email address, provided by the Customer in his/her use of the Shopping Concierge Service or such other latest address or email address (as the case may be) as may be specified in writing by the Customer to CAG from time to time.
13.2 The Customer shall immediately notify CAG of any change in his/her correspondence address or email address.
13.3 Where these Terms provide for CAG to notify the Customer by posting a notice on the Website:
(a) such posting on the Website shall constitute sufficient notice to the Customer; and
(b) such notice shall, unless otherwise specified by CAG, take effect from the time of posting on the Website.
13.4 Unless otherwise expressly provided herein or under the Contract or unless otherwise specified by CAG, any notice which the Customer is required to give to CAG shall only be deemed to have been served on CAG if the notice is sent:
or to such other address, email or means as may be notified by CAG on the Website from time to time.
13.5 For the avoidance of doubt, notices may not be served by way of Messages.
14. General Enquiries
14.1 The Customer may call (65) 6595 6868 for general enquiries relating to his Order made through the Shopping Concierge Service.
15. Liability and Indemnity
15.1 The Customer acknowledges and agrees that:
(a) In CAG’s capacity as the Shopping Concierge Service operator, CAG merely provides a forum and platform for Customers and Retailers to come together for the sale and purchase of Products between Retailers and Customers. CAG therefore has no control whatsoever over the availability, quality, legality or safety of the Products, or of any other characteristics upon which the Customer may rely, the accuracy of any of the listings, descriptions and information relating to the Products, and the ability and capacity of any Retailer to transact. Accordingly, the Customer waives any claim that he/she may have against CAG that is in any way connected with a dispute between the Customer and any other user of the Shopping Concierge Service (including any other Customer and any Retailer) and the Customer agrees to indemnify CAG for any losses or liability CAG may suffer as a result of any claim against CAG by another user or any other third party as a result of the Customer’s dealings with such other user or party;
(b) CAG is not responsible and shall not be liable for any hyperlink to any other website. Any reference to any website, entity, product or service is not an endorsement or verification by CAG of such website, entity, product or service, and CAG is not responsible for the content of any of the foregoing; and
(c) CAG shall not be liable in any way for any damages, losses, costs (including legal costs), expenses, liabilities or compensation, whether direct or indirect, which arise from or are in connection with the use of the Shopping Concierge Service by the Customer, whether due to the negligence of CAG or its officers, employees, agents, contractors or otherwise.
15.2 The Customer agrees to indemnify and hold CAG, its officers, employees, agents and contractors harmless against all damages, losses, costs (including legal costs), expenses and liabilities suffered or incurred by CAG, its officers, employees, agents or contractors arising out of or referable to any claims, suits or proceedings brought against CAG, its officers, employees, agents or contractors by third parties arising out of or in connection with:
(a) the acts, failures, omissions and defaults of the Customer, including but not limited to infringement of any Intellectual Property Rights or other rights of third parties, unauthorised access and/or use of the Shopping Concierge Service or any part thereof and/or failing to act in accordance with these Terms; or
(b) arising from any tax, duties, excise or licence fee liability in connection with these Terms (with the exclusion of taxes payable by CAG on its income).
16. CAG’s Rights
16.1 The Shopping Concierge Service is provided on an ‘as is’ basis and CAG makes no representations or warranties of any kind with respect to the Shopping Concierge Service and disclaims all such representations and warranties. In addition, CAG makes no representations or warranties about the accuracy, completeness, reliability, timeliness, non-infringement, title, or suitability for any purpose of all information and content made available through the Shopping Concierge Service. Such information and content may contain factual or technical inaccuracies or errors. All liability of CAG howsoever arising for any such inaccuracies or errors is expressly excluded to the fullest extent permitted by law.
16.2 The Customer agrees that CAG shall not be held liable in respect of any non-performance of obligations by the Customer or the Retailer. For the avoidance of doubt, CAG shall not be held liable in respect of any violations of food safety and customs laws and regulations.
16.3 CAG does not provide any warranty with respect to the quality of the Products.
16.7 If the Customer breaches any of these Terms, CAG shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law CAG is entitled to claim against the Customer:
(a) limit or remove entirely the Customer’s profile collected in the course of Shopping Concierge Service;
(b) restrict or deny the Customer’s access to the Shopping Concierge Service; and/or
(c) where the Customer acted fraudulently or provided inaccurate information to CAG, deny the Customer’s access to the Shopping Concierge Service without any refunds for any fees or other monies paid to CAG.
17. Intellectual Property Rights
The Retailer shall defend, indemnify and hold harmless the Customer and/or CAG (as the case may be) and its officers, directors, employees, agents and representatives against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, anticipated savings, business opportunity, reputation or goodwill, and all interest, penalties and legal costs and all other professional costs and expenses) arising from or in connection with any claim or action against Customer and/or CAG by any third party for actual or alleged infringement of the Intellectual Property Rights in the Products.
18. Personal Data
19. Waiver and Cumulative Rights
19.1 A waiver of any rights or remedies under these Terms or the applicable laws shall not operate to waive any future breach or default except only to any extent expressly stated, and shall only be effective if given in writing, by the Party granting such waiver and given to the other Party in accordance with Clause 13.
19.2 No failure on the part of CAG to exercise, and no delay on its part in exercising, any right or remedy under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
19.3 Any rights and remedies accruing to a Party under these Terms shall be cumulative and shall not prevent the exercise of any other right or remedy that the Party may have under these Terms.
20. Independent Parties
For the purposes of these Terms, save as otherwise provided under these Terms that CAG has the authority to (a) accept, process, reject Order(s); (b) sell and conclude the sale of Product(s) through the Shopping Concierge Service; (c) cancel Contract(s); and/or (d) suspend the delivery of Product(s), all on behalf of the Retailer, each Retailer shall be and shall be deemed to be an independent contractor of CAG and CAG shall not in any event be responsible for any act and/or omission of any Retailer.
If any provision of these Terms is declared by any judicial or other competent authority to be void, voidable, illegal, invalid or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner to achieve the intention of the Parties. Alternatively, at the discretion of CAG, it may be severed from these Terms and the remaining provisions of these Terms shall remain in full force and effect, unless CAG (in CAG’s discretion) decides that the effect of such declaration is to defeat the original intention of the Parties.
The Customer and/or Retailer (as the case may be) shall not assign or transfer his/her rights or obligations under these Terms or any part, interest or share therein without the prior written consent of CAG.
23. Variation and Modification
23.1 CAG reserves the right to vary or modify these Terms from time to time.
23.2 The varied or modified version of these Terms shall be posted on the Website from time to time and such posting shall constitute sufficient notice to the Customer and Retailer of the variation or modification. The variation and modification shall take effect on the date of the posting of the same on the Website. If the Customer and Retailer continues to use the services, information and functions made available by CAG at the Website provided by CAG after such amendment, the Customer and Retailer shall be deemed to have accepted the amendments.
24. Third Party Rights
A person or entity who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 2001 of Singapore (as may be amended, consolidated, re-enacted or replaced from time to time) to enforce any term herein. To avoid doubt, CAG, Customer and Retailers are all parties to these Terms.
25. Force Majeure, Acts of God, and Frustrating Events
25.1 Save as stated below, each Party shall not be liable for any claims, losses, damages, costs and expenses resulting from any respective failure to perform its obligations if such failure results from a cause or causes beyond the reasonable control of that Party, including government regulations, threat of terrorism, war, labour trouble, strikes, fire, natural disasters, risk of infection, quarantine orders and precautions, epidemic outbreaks, casualties or inability beyond such Party’s reasonable control (each a “Force Majeure” event).
25.2 If a Party shall be prevented by a Force Majeure event from performing or observing its obligations under this Terms, that Party shall make every effort to remove, remedy or mitigate the cause or effect of the Force Majeure event, and that Party shall be released from such performance or observance to the extent that such performance or observance shall be prevented by the Force Majeure event. That Party shall perform and observe its other obligations under this Terms insofar as they shall not be affected by the Force Majeure event.
25.3 If a Party is wholly unable to perform its obligations under these Terms because of events under Clause 25.1, the Terms shall be treated as frustrated, and the Frustrated Contracts Act 1959 of Singapore (as may be amended, consolidated, re-enacted or replaced from time to time) shall apply.
25.4 For the avoidance of doubt, performance shall be deemed wholly impossible only if it is physically or legally impossible, and not merely because it has become more onerous or difficult, or financially disadvantageous to the Parties to do so.
26.1 Nothing in these Terms shall limit or exclude the Retailer’s liability for:
(a) death or personal injury caused by the Retailer’s negligence or the negligence of the Retailer’s employees, agents, or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) active sabotage or other wilfully malicious activity; or
(d) breach of any term or condition for which liability cannot be limited or excluded by the applicable law, for which the Retailer remains liable to the Customer and to CAG for any loss, damage, costs and expenses incurred as a result of these breaches.
26.2 For the avoidance of doubt, Clause 26 shall not waive or exclude any liability in relation to matters on which these Terms are silent.
27.1 The Customer may cancel an Order or terminate a Contract by written notice to CAG. If the Products have already been dispatched, the Customer may not cancel the Order or terminate the Contract but may only return the Products for a refund in accordance with Clause 5. The cancellation of an Order by a Customer would be deemed to be a termination of the relevant Contract by that Customer.
27.2 The Customer may not request to amend the Order. However, notwithstanding the foregoing, the Customer may cancel an Order or terminate a Contract in accordance with Clause 27.1 and enter into a new Order.
27.3 The Retailer, or CAG on behalf of the Retailer, may cancel an Order notwithstanding that a Contract has been entered into by Parties (and which is concluded by CAG on behalf of the Retailer), if for whatever reason the Retailer finds itself unable to fulfil the Order. If the Retailer is unable to fulfil the Order for whatever reason, the Retailer will be liable to the Customer for a reimbursement of the Order price, if the said Order price has already been paid to the Retailer.
27.4 Without affecting other rights and remedies available under these Terms or the applicable law, the Customer may cancel an Order or terminate a Contract with immediate effect by giving notice in writing if:
(a) the Retailer takes any steps or actions in connection with:
(ii) provisional liquidation;
(iv) arrangements with its creditors (unless for a solvent restructuring);
(v) being wound up, whether voluntarily or by order of court (unless for a solvent restructuring);
(vi) having a receiver appointed to any of its assets; or
(vii) ceasing to carry on business, regardless of the jurisdiction in which the steps are taken;
(b) the Retailer suspends, ceases, or threatens to suspend or cease all or a substantial part of its business; or
(c) the Retailer’s financial position deteriorates to such an extent that in the Customer’s reasonable opinion, Retailer’s ability to fulfil the Terms is in serious jeopardy.
27.5 If a Contract is terminated, each Party will no longer owe any obligations due in the future to the other Party, save for the Customer’s obligation to return the Product in accordance with Clause 5 and the Return Policy and the Retailer’s obligation to make a refund, as the case may be, once a request for refund has been initiated.
27.6 Notwithstanding Clause 27.5, the termination of a Contract shall not affect any provision of these Terms, or any remedies available to the Customer, that expressly or by implication is intended to come into force or continue after the cancellation or termination of the Contract. For the avoidance of doubt, the termination of a Contract shall not affect any provision of these Terms, or any remedies available to CAG in relation to the Customer and/or the Retailer, that expressly or by implication is intended to come into force or continue after the cancellation or termination of the Contract.
27.7 Orders or Contracts shall not be invalidated or terminated merely by reason that CAG or the Shopping Concierge Service ceases to exist without a successor and will continue in full force and effect subject as far as possible to these Terms, as if the Parties had contracted for the Products on their own accord without CAG having been a party in these Terms.
28. Dispute Resolution
28.1 Subject to Clause 28.2, if any dispute arises between the Retailer and the Customer as to the application of these Terms, the Customer shall first refer the dispute to CAG by sending a notice of dispute to CAG’s customer service officers or via the Shopping Concierge Service as indicated on the Website.
28.2 The Customer agrees that CAG has the right to make a determination on the dispute between the Retailer and the Customer based on evidence submitted by the Retailer and the Customer.
28.3 The Customer agrees that in the event of CAG making the said determination on the dispute between the Retailer and the Customer, such determination shall be final. CAG’s determination on the dispute may include CAG imposing a full or partial refund or direct that a reasonable sum of money to be paid for Products already delivered (whether or not such Products conform fully to the Specifications). CAG’s discretion for such a determination is final and binding, and Parties agree that the said determination shall not be appealable or applied to be set aside by Parties.
28.4 The Customer agrees that he/she shall have recourse to the Singapore courts only after the dispute between the Retailer and the Customer has first been referred to CAG under Clause 28.1, and CAG has been unsuccessful in resolving the dispute or have not replied to the Customer within twenty-eight (28) days from the date of notice as provided in accordance with Clause 28.1 and Clause 28.3.
28.5 CAG reserves the right to refuse to assist in resolving any dispute between the Retailer and the Customer under Clause 28.
28.6 In the event of a dispute between the Customer and CAG in its capacity of the Shopping Concierge Service provider or Retailer, the Customer agrees that except as provided for in Clause 29, any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the rules for arbitration of the SIAC. The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the chairman of the SIAC. The place of arbitration shall be Singapore. Any award by the arbitration tribunal shall be final and binding upon the parties.
29. Applicable Law and Jurisdiction
29.1 These Terms shall be governed by, construed and interpreted in accordance with the laws of Singapore.
29.2 Subject to Clause 28, each Party agrees to submit to the exclusive jurisdiction of the Singapore Courts as regards any claim or matter arising under or referable to these Terms.
30. Entire Agreement and Implied Terms
30.2 Any conditions, warranties or other terms implied by statute or common law on CAG’s part are excluded to the fullest extent permitted by applicable law.
18.2 Customer represents and warrants that any Customer’s Personal Data the Customer discloses to CAG is complete and accurate. Each Customer shall fully indemnify CAG against any loss or damage that may result from breach of this Clause 18.2.