Terms and conditions

These website terms and conditions of use (the “Terms”) set out the terms on which UPP Enterprises Pte. Ltd., (“us”; “we”; “our”), provides services to you on our platform [upp.sg] and all or any of its sub-pages maintained by us (the “Site”).

These Terms must be read together with our Privacy Policy, our Terms of Business, the Personal Data Protection Act 2012 of Singapore (collectively, the “Conditions”), all related disclaimers, and all other policies, procedures, and rules published on this Site, as may be amended from time to time. By accessing and using this Site, you are presumed to have acknowledged and agreed to comply with and be bound by, the Conditions. We may change the Conditions at any time without notification. Your continued access to and use of the Site after changes are posted will constitute your acceptance of the amended Conditions. If you disagree with any part of the Conditions, you must immediately discontinue your access to, or use of, this Site and any services provided on the Site (the “Services”).

The distribution of and the access to this Site may be restricted in certain jurisdictions. The information contained in the Site and in the Conditions is for general guidance only. You are responsible for informing yourself of, and observing, all applicable laws and regulations of any relevant jurisdiction.

Site Content

You may access and view this Site, and may save an electronic copy or print out a copy of the information and materials located or hosted on, or linked to, this Site (the “Content”) solely for your own personal and non-commercial use (unless expressly indicated otherwise).

You may not copy, store (either in hard or electronic copy), share, forward, reproduce, sell, license, or otherwise transfer any of the Content to any other person (whether for direct commercial purpose or monetary gain or otherwise), in whole or in part, unless prior written permission has been given by us or for any Content created by other users of the Site, by the creator (the “Creator“).

If we give you prior written permission to make a copy of the Content, you must comply with all the conditions we impose on you in relation to making and using such a copy.

By using and accessing the Content, you agree to keep private and confidential all information you access through this Site or using any Service that is not available to the general public.

Use of this Site

As a user of this Site, you acknowledge and agree that, as a condition of your access to and use of this Site, you will not:

• access, use, or do anything on this Site in a manner that is not in compliance with any applicable laws and regulations;
• use the Content or this Site for any purpose that is unlawful or prohibited by the Conditions;
• use this Site in any manner that could damage, overburden, or impair any of our servers, or the networks connected to any of our servers, or interfere with any other party’s access to and use of this Site;
• attempt to gain unauthorised access to this Site or any Services provided via this Site, as well as to other accounts, computer systems, or networks connected to any of our servers or to any of the Services provided via this Site, through hacking, password mining, or any other means; and
• obtain, or attempt to obtain, any Content or other information through any means not intentionally made available on or through this Site.

You must not misuse the Content on this Site and/or Services to harass, threaten, or impersonate any other person or entity. Additionally, you must not interfere with or attempt to interrupt, and must take all reasonable precautions against any act which may interfere or interrupt the proper operation of this Site and/or Services in any manner whatsoever, or access or attempt to access the Content, this Site, the Services, any data, information, passwords, or files that you are not authorised to access by hacking, scraping, data mining, harvesting, or through any other means either by yourself or through any other parties.

Representations and Warranties

As a user of this Site, you represent, warrant and covenant to us that:

• you have the capacity, power and authority to agree to the Conditions;
• the obligations expressed to be assumed by you under the Conditions constitute legal, valid and binding and enforceable obligations;
• any information contained in any documentation or provided to us is true, current and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated; and
• the choice of the law of Singapore as the governing law of the Conditions would be recognised and enforceable against you. 

Warranties, Disclaimers and Limitation of Liability

Warranties and Disclaimers

The Site, the Services and its Content are provided on an “as-is”, “as-available” basis. No warranty of any kind (whether implied, express or statutory), including warranties of non-infringement of third party rights and title, satisfactory quality merchantability, fitness for a particular purpose, or freedom from any form of malicious software, is given in conjunction with the Site, the Services and its Content.

All Content is made available for informational purposes only, except where expressly provided otherwise. Specifically, such Content is not intended and shall not be construed as financial, tax or other advice, or as an offer, solicitation or recommendation of the Services set out in the Site.

As the Content provided through the Site is on an “as-is”, “as-available” basis, we do not warrant the results that may be obtained from the use of the Site, or the accuracy, reliability, currency, or adequacy of any Content (whether from us or any third party); and we expressly disclaim any liability for errors or omissions in the Content.

You thereby agree that we make no representations or warranties about this Site or its Content, and will not be liable in any manner for any loss, detriment, and/or other adverse effect(s) arising from your access to or use of this Site in any manner whatsoever. You agree to assume total responsibility and risk for your use of this Site and Content and all Services.

The information contained on this Site has been compiled with considerable care to ensure its accuracy at the date of your access to this. However, we do not make any warranty, representation, or guarantee as to the same as at the date of your access or on an on-going basis.

Exclusion and Limitation Of Liability

Under no circumstances will we or any of our affiliates, employees, or other representatives be liable in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatsoever the cause thereof for (i) any loss of profit, principle or revenue, (ii) any costs or expenses, or (iii) any special, indirect or consequential damages of any nature whatsoever, suffered or incurred by you as a result of or in connection with the use of this Site, Content or Services.

To the extent permissible under applicable laws, if we are for any reason, held liable to you, whether in contract or tort (including negligence or breach of statutory duty) or otherwise howsoever and whatsoever the cause thereof, our liability will be limited to S$1,000.

Indemnification

You agree to indemnify us for and keep us indemnified against all liabilities, obligations, actions, suits, claims, demands, losses and damages which we may incur or suffer, and all costs, charges and expenses of reasonable amount and reasonably incurred by us, arising from your use (or purported use) of the Site and our exercise of our rights under the Conditions including, but not limited to, the following: (a) any breach by you of the Conditions, (b) any abuse or unauthorised use of the Site, (c) any form of malicious software or any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, which has been introduced by you or your computer systems to the Site which affects or causes the Site to fail or malfunction, (d) any misconduct, including but not limited to negligence and fraud, in connection with your access to and use of this Site, and (e) any claim by any third party against us for wrongdoing, including wilful misconduct and gross negligence, by us or any of our employees, representatives, affiliates or agents, arising from the use of the Site.

The foregoing indemnities shall be in addition to and without prejudice to any indemnity allowed by applicable laws and as set out under any other part of the Conditions.

We will notify you of any such claim or proceeding and assist you, at your expense, in defending the same. We reserve the right to assume, at your expense, the exclusive control and defence of any matter that is or may be subject to indemnification under this section. Should we not exercise this right, you nevertheless agree to cooperate with any reasonable requests we make of you to assist with our defence of such matter.

Non-Compliance with Conditions

We reserve the right to monitor your entire access to and use of this Site, and to suspend or terminate the same or any part thereof at our sole discretion should you fail to comply with any part of the Conditions and/or any applicable law or regulations. We may, at any time, block access from a particular internet protocol address to this Site or any part thereof should there be a violation of the Conditions or any applicable laws or regulations.

Termination

Provisions of the Conditions that are by their nature intended to survive the termination of the Conditions, including, without limitation, disclaimers, indemnities, exclusions of liability and limitations of liability, will continue to apply to you with full force and effect even after the date of termination.

Intellectual Property Rights

All forms of intellectual property, including copyright and trademarks, in the Content and all Services available on this Site (the “IP Rights”) are owned by, licensed to, or controlled by us and our licencees. Protected Content includes, but is not limited to, any information about users of this Site, the presentation and layout of the Content, product names, data, designs, databases, downloadable files, software applications, interactive features, tools, services, and any other information or materials made available on or through this Site.

Any rights relating to the Content and this Site are expressly reserved. Your access to and use of this Site does not grant you a licence in respect of any of the IP Rights, nor any rights in or to the Content. You must not use the Content in any manner otherwise than in accordance with the Conditions and all applicable laws and regulations. In particular, you must not copy or transmit the Content or any part thereof for commercial or non-personal use without obtaining our prior written permission for the specific activity. No licence or right is granted to you by implication, estoppel or otherwise.

Trademarks, trade names, service marks, products, product names, logos, programmes, applications, systems (including messaging systems), and solutions owned by third parties may be mentioned or referred to on the Site. These marks are, and remain entirely, the property of their respective owners or holders. We do not, in featuring them on the Site, represent ourselves as being connected, associated or affiliated in any way with those third parties.

To the extent required in order for us to operate this Site and provide you with the Services, you grant to us a non-exclusive, world-wide, royalty-free, transferrable, irrevocable licence and right to host, publicly display, transmit, distribute or use (that includes the right to copy, reproduce and/or publish) any materials (expressly indicated to be non-confidential) you upload or enter onto this Site.

Prohibited Conduct

You agree that you will not:

• Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Site or any portion or the Site;
• Use or attempt to use any engine, software, tool, agent, or other device or mechanism to navigate or search the Site, other than the search engines and search agents available through the Services and other than generally available web browsers;
• Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working or the Site or the Services;
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprised in, or in any way making up a part of the Site or the Services.

Unless otherwise stated, you must not link (including, but not limited to, hyperlink, in-line link or deep‑link) (collectively, “Link”), mirror, or frame this Site or any part thereof to any other web page, website, server, or otherwise. You must not use any of our IP Rights, particularly our trademarks, as part of a link to or from any site unless you obtain our prior written approval.

We may at any time instruct you to disable, remove, and terminate any: (i) Link from any web page or website, or (ii) mirroring or framing of this Site or any part of it. You must comply immediately upon receiving such instructions. We may, but are not required to, disclose our reasons for issuing such instructions.

We do not accept any liability for, and do not endorse information contained in, third party websites that Link, mirror or frame this Site or any part of it. We do not acknowledge or affirm, expressly or implicitly, any association or affiliation in any manner whatsoever with any of our IP Rights that appear on third party websites that Link, mirror, or frame this Site or any part thereof.

Links to Third Party Websites

Any links on this Site to third party websites (the “Linked Websites”) are provided for your convenience only. When you access the Linked Websites, you are leaving this Site. We do not provide, control, endorse or verify the Linked Websites, their content and services, and their operators and/or owners. You agree that your access to and/or use of the Linked Websites is entirely at your own risk and subject to the terms and conditions of access and/or use contained therein, and that we are not responsible for the consequences of your access to and use of the Linked Websites or the content thereon.

We make no guarantee, representation or warranty as to, and have no liability for, any content at the Linked Websites, including, but not limited to, guarantees, representations, and warranties regarding truth, adequacy, originality, accuracy, completeness, reasonableness, or non-infringement, as well as any representations or warranties that may be presumed by operation of any applicable law.

Severability

If any part of the Conditions are found to be illegal, void, or unenforceable (whether in part or in full), it will not be given any effect and will be deemed not to be part of the Conditions. However, such treatment of the relevant part of the Conditions does not invalidate any of the remaining parts of the Conditions.

No Waiver

Our failure or delay to exercise any right or remedy provided for under the Conditions or in law does not prevent us from exercising the same right or remedy at a future point in time.

Governing Law and Jurisdiction

The Conditions are governed by and will be construed in accordance with the laws of the Republic of Singapore. This means that the laws of the Republic of Singapore will apply to: (i) all aspects of the Conditions; (ii) all matters (including any dispute regarding the existence, validity and termination of the Conditions) arising out of or in connection with the Conditions; and (iii) our relationship as a whole.

With respect to any dispute arising out of or in connection with the Conditions, including any question regarding its existence, validity, or termination, you will submit to the non-exclusive jurisdiction of the courts of Singapore (including the Singapore International Commercial Court). However, we will be at liberty to proceed against you in any court in any jurisdiction that we may find suitable. This clause relating to governing law and jurisdiction shall survive the termination of the Conditions.

Rights of Third Parties

A person or entity who is not a party to the Conditions has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) or any similar legislation in any jurisdiction to enforce any term of the Conditions, regardless of whether such person or entity has been identified by name, as a member of a class, or as answering a particular description.

Notices and Communications

Any communications to us relating to the Site should be directed to us by sending an e-mail to support@upp.sg. We may also provide notices of changes to the Conditions or other matters by displaying notices or links to notices on the Site.