> 条款与条件

Awards Marketing Package
Terms and Conditions

  1. 
Definitions:
    “Awards” mean any award relating to any of the property award events carried out by PGP or any of the PropertyGuru Group of Companies
    “PropertyGuru Group of Companies” means any company forming part of the corporate interests of or branded as PropertyGuru or any company or entity connected thereto
    “You” means You, Your entity, or any authorised representative; employee, consultant or any third party in any form of relationship with You or any group company or entity
  2. 
Total Price: If You agreed or negotiated a discount to any aspect of the package or any additional benefits were provided within such package then all shall be included in the Total Price exclusive of GST and/or any applicable taxes. Should You fail to make any payment on time or should You violate the terms of this Agreement or infringe any rights of PGP then in addition to all claims available at law by PGP or any injured parties against You, the Total Price shall revert to the first non-discounted price for calculation of damages.
  3. Taxation: The amounts stated in this contract exclude any sales, service or equivalent local taxes (VAT, GST etc.) that may be chargeable by law in the relevant jurisdiction. If relevant, these taxes will be added to the invoice amount and are payable by you, the Company. The cost and payment of withholding taxes or any other local taxes (if required) are the responsibility of you, the Company. For the avoidance of doubt PGP will always receive actual payment of the gross amounts stated in this contract.
  4. 
Intellectual Property of PGP: Intellectual Property shall be interpreted and construed in the widest sense possible to include but not be limited to service marks; trademarks; know-how; patents; licences; logos; client information; databases; records of actions; sales procedures; sales package structures; Award Gala Dinner format; Award design and image; ancillary products bearing award design and image or any logos of branding associated with PGP; indirect or direct reference to the goodwill of PGP, the Awards, Awards Gala Dinner or any related event including any form of launch party; presentation, “Real Estate Summit”; “Property Awards” or any derivatives thereof
  5. 
Prohibition on any use of Intellectual Property by “Entrants” or “Nominated Companies”: No rights accrue to any entity by virtue of applying to be part of any Property Awards event to use any Intellectual Property of PGP whatsoever
  6. 
Irrevocable Agreement to Purchase Awards Marketing Package: By entering into any Asia Property Awards event, any such party is deemed to have irrevocably agreed to purchase an Awards Marketing Package on the standard Total Price and Terms and Conditions. If any such party fails to make payment then they will be liable to damages for non-payment as a liquidated damages debt of the Awards Marketing Package plus Interest and any other remedies available at law
  7. 
Prohibition on Third Party Use of Intellectual Property: All such use is prohibited unless consent is provided in writing by PGP and any such use would be subject to these Terms and Conditions.
  8. 
Cancellation of rights relating to Intellectual Property: PGP reserves the right in its discretion to temporarily suspend; cancel/withdraw any granted rights relating to the use of Intellectual Property of PG Pin its discretion if PGP is of the opinion any use is a violation of these Terms and Conditions and/or the MSALC. PGP shall not be liable in the circumstances of violation or the inability of an alleged violator to prove that it has not violated, to any refund in whole or in part whatsoever. Upon cancellation, the Termination Provisions shall apply.
  9. 
PGP An Entity Not a Group: “PropertyGuru” as a group currently comprises multiple separate legal entities. However, the relevant company entering into a legal relationship with You is PGP as per the MSALC. Should PGP use staff or resources from any part of the PropertyGuru Group of Companies, this shall not create any direct legal relationship with You with any company or entity other than PGP and shall not affect nor change the legal relationship of hire of services under the MSALC.
  10. 
Prohibition on Alteration of Standalone Licence Logo: The image defined as the “Standalone Licenced Logo” on the MSALC shall not be altered; amended; modified in any way whatsoever except in relation to size of the entire Standalone Licenced Logo unless with the express written consent in the form of a “Consent to Alter Approval” signed by an authorised Director of PGP. For the avoidance of doubt, the following express non-exhaustive prohibitions apply:
    1. no alterations or additions
    2. no use of other typefaces in conjunction with the Standalone Licenced Logo
    3. no combinations of with illustrations or graphics
    4. no changing of the colour of part or the whole of the Standalone Licenced Logo

    Any breach of these provisions shall be deemed an immediate default violation of the MSALC for which PGP shall be entitled to immediately terminate and further claim damages for damage to intellectual property and goodwill of MSALC such damages to include any liquidated damages and further remedies under the MSALC and these terms and conditions

  11. 
No Endorsements and No Right to Represent Endorsement: You accept that by entering into any of the Asia Property Awards or being confirmed as a Highly Commended; or Winner of any Award(s) category(ies); or by being a paying or non-paying sponsor or by being a ‘Partner’ (the meaning of which is limited to supporter and does not mean ‘partnership’ in the legal sense) including but not limited to a media ‘partner’ that no endorsement of Your product or service is provided actually or implied by PGP or by any part of the PropertyGuru Group of Companies; any property panel member or judge; participant; sponsor; partner; media partner; or any third party whatsoever. You are not permitted to represent that You have been endorsed or lead any party to believe You have been endorsed. Any violation of this provision shall give rise to PGP and any other party to make a claim under law for any damages, including any liquidated damages without prejudice to all other remedies available under law.
  12. 
Not Liable for Government or Third Parties: PGP does not control the issuance of laws; regulations or administration of enforcement orders or similar by any Government. On such basis You accept that the risk of a Government taking any act resulting in a change to the delivery of services or preventing the delivery of services under the MSALC shall be entirely your risk and any consequences arising from such shall be your liability and no such liability shall be placed upon PGP or any part of the PropertyGuru Group of Companies.
  13. 
Strict Limitation on Scope and Meaning of an ‘Award’: You accept that qualifying for an Award is limited in meaning only to the effect that the judging panel(s) determined on the basis of information You provided in relation to Your nomination and presentation You provided in relation to Your product that You should receive an award. Such decision shall not be construed to mean that any representations are being provided in relation to the reliability; security; quality or delivery of any aspect of your product whatsoever and You are prohibited from representing the same to any third parties.
  14. 
Exclusion of Liability to any Purchasers or Investors and Indemnity by You of PGP : You accept that PGP and the Group of PropertyGuru Companies are not liable to any investors in or purchasers of Your products or business interests and You will ensure that such is proactively notified or disclosed so that no such investors or purchasers are lead to believe through inference or silence that any such liabilities exist.
    You shall indemnify PGP and any group companies of PropertyGuru against any and all claims brought by any third parties directly or indirectly in connection with, arising out of or under the MSALC, these terms and conditions or any or Your activities relating thereto such indemnity extending to all legal costs and expenses.
  15. 
You Provide Correct Details: If You have provided information to PGP as the ‘billing entity’ be it an individual or other form of legal entity at the time of entering into the MSALC, but subsequently wish to adjust the details of the entity including but not limited to the address, then the acceptance of such change shall be in the discretion of PGP and shall not be an obligation of PGP. Any proposal by You to change information on an invoice shall not represent a right to delay payment of an invoice nor to create any condition of payment of an invoice for services already rendered or in relation to an advance payment invoice.
  16. 
You Pay Expenses: The only expenses that PGP shall be liable for are the expenses of delivery of the items under the MSALC. You shall be responsible for all of your expenses in connection with the MSALC or any other matters including but not limited to (i) participation in the nominations (ii) hosting site visits for judging panel(s) and supervisory board inspections (iii) emailing and providing information to PGP(iv) travel to and from any venues (v) any disbursements including food and beverage and accommodation in connection with the MSALC or any part of the Awards. All such expenses shall be Your responsibility and You waive any and all claims of expenses against PGP whatsoever.
  17. 
Your Legal Compliance Responsibilities: You are wholly responsible for Your own legal compliance in participating in the Awards or any activity directly or indirectly connected to the MSALC. You shall not be permitted to use Your own non-compliance or violations of law to excuse You from performance or compliance with the MSALC or any of these Terms and Conditions.
  18. 
No Correspondence on Awards: PGP and the Property Guru Group of Companies are not obliged to enter into any correspondence with You whatsoever in relation to the Awards other than through the issuance of official public statements. You shall not attempt to communicate with PGP or the Property Guru Group of Companies in relation to the Awards; the process of selection of nominations; nominations; the judging process; the supervisory process; the format of the gala dinners; launch promotions; Asia Real Estate Summit or events of PGP; marketing and promotions by PGP or any of the Property Guru Group of Companies or any aspect of the MSALC other than the specific obligations of PGP thereunder. PGP and any of its staff or representatives do not have any obligation to correspond or communicate with You beyond simple administration procedures of the MSALC.
  19. 
Limitations Re Data Transmission and Storage: PGP will receive and send various electronic communications relating to your engagement matter. All such emails are stored on the “Gmail” server of Google Inc. or one of its subsidiaries (“Google”). PGP does not control and has no liability for the integrity of the servers of Google Inc. and therefore shall not be liable for the loss of any electronic data held by or through Google. PGP uses accounting software which is known as ‘NETSUITE’. This system is owned and controlled by NETSUITE Limited. (and its subsidiaries) and use of NETSUITE is subject to a mandatory ‘User License Agreement” (which can be viewed here: http://www.netsuite.com/portal/resource/terms-of-service.shtml which is a non-negotiable document that PGP is therefore subject to, so far as applicable and valid under law. By conducting business with PGP , you accept that PGP uses NETSUITE, stores your personal data, contact details, and matter information including but not limited to emails; faxes; letters; contracts; government records and all forms of documents and information relating to you and your matter, on the NETSUITE system. PGP is not liable for the integrity; maintenance or security of NETSUITE but has selected NETSUITE as its accounting system on the basis of market representations of NETSUITE that its system is secure. PGP also stores electronic data on each of it’s employees computers which comprise desktops and/or laptops. Such data is backed up on a reasonably regular basis, but PGP does not accept liability for any loss of data or information of any kind through damage or defects relating to any third party hardware used by PGP . You wholly accept that PGP or the Property Guru Group of Companies shall use your data for its own client information and updates dissemination services and should you wish to ‘opt-out’ of this system you can notify PGP of your wish to be unsubscribed from any such system and within a reasonable time period PGP shall unsubscribe you.
  20. 
Suspension; Withdrawal and/or Cancellation of an Award: In the event that any matter is brought to the attention of PGP indicating that there is any matter which could cause damage to the reputation and goodwill of the Awards or any aspect of the business of PGP or the Property Guru Group of Companies including but not limited to:
    1. indication that Your project will not complete or has been materially delayed beyond contractual delivery dates
    2. any public disclosure of lawsuit or claims against You or Your project whether or not such lawsuit has been concluded although PGP may elect to suspend Your rights pending outcome in PGP’s discretion
    3. any matter which would invalidate or vary any aspect of Your nomination or application or retention of an award
  21. 
Independence of Supervisor of Awards: Any appointed supervisor of the Awards is wholly independent of PGP and You accept all supervisory activities and waive all rights to claim against any appointed supervisor, PGP except in relation to fraud or gross negligence.
  22. 
English as the Principal Language of the Awards: All principal documents and communications of the Awards shall be in English. Should PGP elect to use any other language, then the standard of any translations shall be limited to that of an ordinary reasonable translator and PGP shall not be liable for any errors of translation accordingly and You waive all claims against PGP. If You wish for any document to be translated for Your own benefit, then You may engage Your own translator, provided You do not infringe the rights of PGP or any of the PropertyGuru Group of Companies. There shall be no obligation to communicate with You other than in English.
  23. 
Conflict of Interest Policy: PGP use reasonable commercial efforts to avoid conflicts of interest in business dealings. However, PGP shall not be responsible if any conflict of interest arises in relation to any matter involving the Awards, and You shall be responsible for notifying PGP of any issue which You consider is a conflict of interest which PGP shall determine using discretion. If any actual conflict of interest is determined, this shall not excuse You from performance under the MSALC.
  24. 
Your Responsibility for Your Product Information and Presentation: As part of the package or MSALC, You may be required to create or supply documents or materials which could include but not be limited to images; content and descriptions (“Commercial Documents”). PGP shall not be responsible for the contents of any Commercial Documents including use of the same in relation to full page advertisements in any magazines, usage of materials in video or other media footage; listings; links or any other form of presentation whatsoever. You are wholly liable for the accuracy and truth of any Commercial Documents and indemnify PGP against any claims relating thereto.
  25. Termination and Minimum Liquidated Damages: If PGP terminate under any Specific Terms and Conditions or these General Terms and Conditions, then You shall be liable for no less than a minimum liquidated damages sum of USD100,000 per breach / violation which You wholly accept as a fair and reasonable minimum liquidated damages sum per breach. The imposition of a minimum liquidated damages sum per breach shall not limit PGP’s legal rights and remedies for all violations to sums greater than this liquidated damages sum, should there be evidence that the violation or breach caused damage exceeded the amount of USD100,000. In such circumstances where the breach or violation is currently unquantifiable, PGP shall have the option to claim either the Minimum Liquidated Damages Sum or make a claim for a greater sum not currently quantified. Any monetary claims made shall be without prejudice for all other rights and remedies available at law including but not limited to injunctions; specific performance orders; preservation of asset orders and all other orders and remedies.
  26. 
PGP’s IP; Value and Protection: The Intellectual Property in the business of PGP is either registered; unregistered, existing by actual protection measures or by implication under law. Whether or not any Intellectual Property is registered You are completely prohibited from infringing, in any way whatsoever, any such rights including but not limited to by passing off; plagiarism or any form of unauthorised temporary use or modification or duplication of any Intellectual Property. You will be subject to the Termination Provisions and the Minimum Liquidated Damages provisions of condition 24 of these Terms and Conditions.
  27. 
Disclaimer of Agents and Agency: PGP must deal with agents; representatives; brokers and intermediaries (“Agents”) from time to time in relation to the Awards or other aspects of business. During such time, if such Agents are dealing with You then You accept that the activities of Agents are not within the control of PGP and it does not accept any liability for the following non-exhaustive list: the manner in which Agents conduct themselves, their ethical values, the truth or accuracy of their representations, their approach to the preservation of confidentiality and privacy, whether or not their allegiance or duties are properly managed or held intact or owed to the correct parties; whether or not they are accepting remuneration; commissions or benefits in kind from one or multiple parties and whether or not their motives and actions are in Your best interests. By dealing with Agents, or being referred business from Agents, PGP is not endorsing any Agents or their actions or omissions, and the acceptance of any business from an Agent shall not represent or imply any commitment or duty owed by PGP to an Agent. In the event that any Agent acts unprofessionally to the extent that such Agent may cause damage or harm to PGP, then PGP reserves the right to refuse to deal with such Agent and shall revert to You to deal with such Agent directly or prohibit such dealing entirely.
  28. 
Professional Misconduct; Unreasonable or Unethical or Abusive Behaviour by third parties: From time to time third parties may engage in unbecoming conduct which may be unacceptable conduct by domestic or international standards of professional conduct; ethics; behavioural norms in the context of business or be abusive; insulting; demeaning; derogatory; divisive or of ill intent (“Unacceptable Behaviour”). In such circumstances, PGP will make all reasonable efforts to preserve Your interests under any agreement with You but will not subject any of PGP’s Partners; Employees or representatives to any Unacceptable Behaviour and will not accept any instructions or acts or omissions on Your party under which You expect or require any acceptance or dealing with Unacceptable Behaviour expressly or impliedly. PGP shall draw Your attention to any Unacceptable Behaviour and shall provide its view. In the event of a disagreement on whether You believe any actions or behaviour constitute Unacceptable Behaviour, the opinion of PGP shall prevail. PGP may in the event of You refusing to take action to intervene and prevent any Unacceptable Behaviour, terminate the agreement with You and forfeit all payments received to the date of termination, or refuse to deal with the relevant third parties, or elect to report the third party advisors to a relevant supervisory function either within their own organisation; or any regulatory or domestic Government agency, or any international supervisory or regulatory function relating to such third parties (“Supervisory Bodies”). If PGP needs to release any information to Supervisory Bodies which is relevant or relates to the agreement with You, then You wholly consent to the release of such information without any form of written consent or any other consent being required.
  29. 
Non-Acceptance of Racism; or Discriminatory Behaviour based on Race; Religion; Gender; Orientation or any other social prejudice: Whilst PGP accepts that every Client and person is free to hold their own social; religious; non-religious; political and personal views, PGP will not accept such views being conveyed to any member of PGP’s team which may demean; cause offence; upset; be deemed derogatory by the recipient; or be an unnecessary communication designed to provoke discomfort. Such policy shall be implemented with the necessary degree of realism relating to the actual real world and circumstances of operation; the jurisdiction and balanced with the necessary degree of objectivity to differentiate between unintentional innocent mistake and any negligent; willful; or careless harm. For the avoidance of doubt; You should reserve Your opinions on race; religion; gender; orientation or similar. This term and restriction extends to general derogatory remarks on a country; its population; its electorate; its leaders; its religious constitution; any monarchist rule; or to a segment of any society; country; race; religion or group. In the event that any member of PGP engages in any such activity, You will immediately inform a Director of PGP of such activity for PGP to investigate.
  30. 
Termination Provisions: PGP have the rights to terminate their arrangements with You as per the following:
    1. immediate termination with notice of immediate effect of termination for any ‘Material Breach’ or a series of two or more Minor Breaches
    2. termination for failure to remedy any ‘Minor Breach’ following notice provided to You of such breach within the cure default period of no less than seven [7] days for remedying such breach from the date of receipt of the notice

    Following termination the minimum liquidated damages and other rights and remedies provisions of condition 24. shall apply

  31. 
Governing Law: The MSALC and these Terms and Conditions shall be governed and construed in accordance with Singapore Law.
  32. 
Arbitration: In the event of any dispute under the MSALC or these terms and conditions, the Parties shall first try to resolve the dispute amicably.
    In the event the Parties are unable to resolve the dispute amicably or do not attempt to do so within 14 days of the dispute arising, then all disputes in connection with, arising out of or under the MSALC and these terms and conditions shall be settled by arbitration under the rules of the Singapore International Arbitration Centre (“SIAC”) in force at the time of the referral of the dispute to SIAC. The Seat of the arbitration shall be Singapore and the Governing Law of the Arbitration Proceedings and Arbitration Agreement shall be Singaporean Law. There shall be a sole arbitrator and the parties shall use fast track procedures wherever possible in order to determine their dispute. The location of hearings shall be determined by the arbitrator in accordance with the SIAC Rules. Costs including any legal fees, costs and expenses shall be recoverable and determined by the arbitrator. Any interest claimed on any damages shall be awarded in the discretion of the arbitrator.
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