Last updated 10 December 2020
- These terms and conditions (“Terms”) constitutes a binding agreement between you and MAKE MERRY STUDIO LLP (“Company”) and govern your use of and/or access to:
(a) the website (www.makemerrystudio.com) operated by the Company (“Site”); and
(b) the products and services offered by the Company, whether by itself or together with third-party participating merchants (“Participating Merchants”) that the Company may partner with from time to time (“Services”).
- The version of the Terms currently in force will be available through the Site and you agree that it shall be your sole responsibility to check for any updates to the Terms.
- In interpreting the Terms, the intention and purpose behind the specific paragraph or paragraphs must be taken into consideration.
- The Terms shall be of a continuing nature.
- To be eligible to use the Site and/or the Services, you must:
(a) in the case of an individual:
(i) have attained at least 18 years of age at the time of accessing and/or using the Site and/or the Services; and
(ii) have the legal capacity to accept the Terms under the laws applicable to you; or
(b) in the case of a legal entity other than an individual, have the full legal capacity (including obtaining the necessary approvals) to accept the Terms.
(each an “Eligible User”).
- By accessing and/or using the Site and/or the Services, you are representing and warranting to the Company that you are an Eligible User.
- Despite being an Eligible User, the Company reserves the right to limit your access and/or use of the Site and/or the Services at the sole discretion of the Company.
ACCEPTANCE OF TERMS
- By accessing and/or using the Site and/or the Services, you expressly acknowledge and represent that you have carefully read, understood and accepted the Terms in its entirety as a legally binding agreement between yourself and the Company.
- You should immediately stop accessing and/or using the Site and/or the Services if you do not accept the Terms.
AMENDMENTS TO THE TERMS
- The Company may, from time to time, amend, restate or supplement the Terms at the sole discretion of the Company without any notice to you.
- Any amendment, restatement or supplement to the Terms shall be available through the Site and, unless stated otherwise, shall be effective and binding on you upon publication through the Site or at such time as may be prescribed by the Company at its sole discretion.
- You agree that the publication of any amendment, restatement or supplement to the Terms through the Site shall be sufficient notice to you and that your continued access and/or use of the Site and/or the Services shall constitute your acceptance of such amendment, restatement or supplement to the Terms.
SUBMITTING OF DATA
- It shall be your sole responsibility to ensure that any data, document or other information, whether electronic otherwise, that you submit to the Company (whether through the Site or otherwise):
(a) is complete, true and accurate in all respects at all times;
(b) where applicable, is provided within reasonable time;
(c) is not false, misleading or deceptive in any respect at all times; and
(d) does not omit anything that affects or is likely to affect the meaning or significance of such data, document or other information in any respect at all times.
COMPLIANCE WITH THE TERMS AND APPLICABLE LAWS
- In accessing and/or using the Site and/or the Services, you agree that it is your sole responsibility to ensure your compliance with the following at all times:
(a) the Terms; and
(b) all applicable laws and regulations (whether in or out of Singapore).
- In order to access the Site and/or use the Services, you may be required to provide us with data relating to you (including personal data as defined under the Personal Data Protection Act 2012 of Singapore).
- “personal data” is defined under the Personal Data Protection Act 2012 of Singapore as data, whether true or not, about an individual who can be identified:
(a) from that data; or
(b) from that data and other information to which the organisation has or is likely to have access.
- You may be required to register for an account with the Company (“Account”) in order to access certain Services.
- Where the Company approves your application for an Account, the Company will issue you an Account.
Responsibility for your Account
- Your Account can only be used by you and you acknowledge and agree that you shall be fully liable at all times for any communication, transaction, instruction and/or operation made or performed, processed or effected through your Account (each an “Instruction”) by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent.
- You must immediately notify the Company if you suspect or become aware of the use of your Account by any person other than yourself.
- Without prejudice to any other provision of the Terms, you authorise the Company to act upon any Instruction (though the Company is not obliged to) which the Company believes was given by you.
- Any Instruction shall not be considered to have been received by the Company until it has actually been received successfully by the Company (whether electronically or otherwise).
- The Company shall not be responsible for confirming and/or verifying any Instruction or for monitoring or refusing to process any duplicate Instructions.
- You acknowledge and agree that any records created and maintained by the Company of Instructions by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such Instructions.
- You acknowledge and agree that the Company may, at its sole discretion, refuse to act or defer acting upon any Instruction with or without any notice to you.
Right to suspend or terminate an Account
- The Company reserves the right to take, at any time, any action that the Company deems, in its sole discretion, necessary, including the suspension or termination of your Account and/or access to and/or use of the Services, whether in whole or in part.
CLOSING AN ACCOUNT
- You may close your Account by following the instructions on the Site.
NO REPRESENTATIONS AND WARRANTIES
No Representations and Warranties by the Company
- The Site and the Services are provided by the Company without any representation and/or warranty by the Company, whether express or implied, including any representation and/or warranty that:
(a) the Site and/or Services will be provided uninterrupted, secure and/or free from any error and/or omission and that any identified defects will be corrected;
(b) the Site and/or Services is fit for any particular purpose or requirements of any person;
(c) any data transmitted by you or to you through the Site is secure, including the possibility of such data transmission being intercepted;
(d) there will be no delay and/or interruption to any transmission of data through the Site.
- While the Company will take measures to ensure the continuous operations of the Site and the Services, the Company does not guarantee and/or represent in any way that such measures will be sufficient.
- The Company controls and maintains the Site from Singapore and makes no representation that the Site is appropriate and/or available for access and/or use outside of Singapore.
- You agree and undertake not to do any one or more of the following:
(a) use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Site or damage or interfere with the operation of any electronic device of any other user or the Site);
(b) use the Site and/or any of the Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other applicable laws;
(c) use the Site and/or any of the Services for any illicit activities;
(d) anything which will be amount to a contravention of the Terms and/or any applicable laws and regulations.
PROMOTIONAL AND DISCOUNT CODE VOUCHERS
- The terms “promotional voucher” and “discount code voucher” may be used interchangeably (hereinafter referred to as “Voucher”).
- The Company may provide a Voucher in conjunction with marketing and sales promotions and you may use the Voucher when making payment for Services offered through the Site.
- A Voucher may contain additional terms applicable to you and in using the Voucher, you are deemed to have understood, agreed and consented to the such additional terms.
- Vouchers may not be combined with promotions or discounted products from the Company and/or other third-party promotions unless otherwise stated.
- If you receive a Voucher as a gift, the Voucher is non-transferrable and can only be used by you.
- The Voucher may only be used on the Site and does not have a cash value and does not accrue interest.
- If a product you ordered is less than the value of the Voucher, no refund or balance credit will be returned to you. If the value of product exceeds the value of the Voucher, you may make up the difference by using one of our accepted payment methods.
- In the event of an attempt of fraud, deception or other criminal activities (whether successful or not) in connection with use of the Voucher through the Site, the Company is entitled to remove your access to the Voucher and the Site.
- The Company bears no liability for any form of loss, theft or illegibility of any Voucher and may, at its sole discretion, discontinue or cancel any Voucher previously issued without notice to you.
- Accepted methods of payment are through our preferred payment merchant PayPal. For the avoidance of doubt, the Company does not accept physical cash or such other physical payment instruments as means of payment.
- The Company does not accept any form of instalment payment methods.
- Any order by you will only be fulfilled after payment in full is received in relation to such order. Please allow up to 24 hours for payments to be processed.
- You agree to bear the cost of any taxes, customs and import duties and such other applicable fees in relation to any order placed by you.
TRANSMISSIONS AND COMMUNICATIONS
- You accept the risk that any data transmitted or communicated through the Site may be accessed by unauthorised third parties and that the transmission of data or communications over the internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet.
- You acknowledge and agree that any records created and maintained by the Company of the communications, transactions, instructions and/or operations made or performed, processed or effected through the Site by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such communications, transactions, instructions and/or operations.
- As part of the business of the Company, the Company may enter into partnerships with third-party merchants (each a “Participating Merchant”) from time to time and, through the Site, host material provided by such Participating Merchants on the Site or provide links to the websites of such Participating Merchants.
- Without prejudice to the generality of paragraph 32 above, the Company makes no representation and/or warranty as to having reviewed and/or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of any services, content, materials, products and/or programmes provided and/or offered by third parties through the Site.
- Unless expressly stated otherwise, the Company:
(a) does not endorse, sponsor and/or certify any services, content, materials, products and/or programmes provided and/or offered by Participating Merchants; and
(b) is not involved in the provision of such services, content, materials, products and/or programmes provided and/or offered by Participating Merchants.
- Unless expressly provided for, the Company is not a party to any agreement between you and any Participating Merchant (whether provided and/or offered through the Site) relating to your access to and/or use of systems, services, content, materials, products and/or programmes provided and/or offered by such Participating Merchants (“Third-Party Agreement”).
- For the avoidance of doubt, the Company shall not be liable for any losses, liabilities, damages, costs and/or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) (collectively “Losses”) arising from or in connection with your access to the Services and/or use of systems, services, content, materials, products or programmes under any Third-Party Agreement, or for any purchase and/or subscription made in relation thereto.
- You acknowledge and agree that you will be solely responsible for any access to and/or use of the Services, any third-party systems, services, content, materials, products or programmes provided and/or offered through the Site.
- You agree that the Company may, at its sole discretion, deny you access to the Site (or any part thereof) and/or the Services (whether in part or in whole) for any reason, including where:
(a) the Company believes that you have violated or acted inconsistently with the Terms (whether in part or in whole);
(b) the Company is of the opinion that it is not suitable to continue providing the Site and/or the Services, whether generally or specifically to you.
- The Company and its licensor(s) (if any) reserves and retains all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to the products, services and all content and data contained in or provided through the Site and/or the Services (including all texts, graphics and logos).
- You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided through the Site and/or the Services in any form without the prior written permission of the Company and/or its licensor(s) (as the case may be).
- Subject to paragraph 61 below, no part or parts of the Site and/or the Services may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of the Company and/or its licensor(s) (as the case may be).
- Subject to any other applicable terms, guidelines, notices, rules and policies, the Company grants you a non-transferable, non-exclusive, revocable, limited licence to use and access the Site and/or the Services solely for your own personal, informational and non-commercial use.
- Save as expressly provided otherwise in the Terms, you acknowledge that you are not granted any licence, interest or right by virtue of your use of and/or access to the Site and/or the Services.
LIMITATION OF LIABILITY
- The Company and each of its directors, employees and agents (each a “Relevant Person”) shall not, save for any wilful default or fraud on the part of any Relevant Person, be liable to you for any Losses arising from or in connection with, or anything done or not done as a direct or indirect consequence to, the provision of the Site and/or the Services (whether in whole or in part), including any one or more of the following:
(a) any failure, error, delay or malfunction of the Site, howsoever caused and whether or not identified or identifiable;
(b) the access to, use of or inability to use the Site and/or the Services;
(c) the access to, use of or inability to use any third-party services that may be accessed through the Site;
(d) any thing done or omitted to be done in the course of, or in connection with the discharge or purported discharge of the obligations and/or rights of the Company under any applicable laws and regulations or in accordance with the Terms;
(e) the exercise of the discretion of the Company under the Terms;
(f) any failure, error, delay or malfunction of the provision of any services (whether in whole or in part) by any service provider engaged by the Company;
(g) the termination of the services (whether in whole or in part) provided by any service provider engaged by the Company (whether in whole or in part and whether at the election of such service provider or otherwise) that allows the Company to provide the Site and/or the Services;
(h) any virus or other disruptive, destructive, malicious or corrupting program, code, agent, script or macro;
(i) any information transmitted or received through the Site, or the interception of or access to such information by any unauthorised person;
(j) any event, occurrence, or circumstance beyond the reasonable control of the Company, including any act of God, civil commotion, riot, act of war or terrorism, strike, government action, accident or equipment or transmission failure;
(k) the provision of the Site and/or the Services.
- You expressly agree to indemnify, defend, save and hold harmless all Relevant Persons from all liabilities, claims and Losses arising out of or in connection with:
(a) your Account and/or the suspension or termination thereof by the Company in exercising its rights under these Terms;
(b) the access and use of the Site and/or the Services;
(c) any breach by you of the Terms;
(d) any negligent act and/or omission by you in connection with the Site and/or the Services;
other than through the wilful default or fraud by the Relevant Person.
- You acknowledge and agree that any communication and/or document to be sent to you may be by way of electronic communication and you shall be considered to have received any such communication and/or document:
(a) at the time of posting of such communication on the Site or such other time as may be prescribed in such communication;
(b) at the time of which the email containing such communication and/or document is sent to you or such other time as may be prescribed in the email;
(c) at the time of posting (whether through ordinary post or otherwise) such communication and/or document to you or such other time as may be prescribed in such communication and/or document;
(d) through such other means at such times as the Company may prescribe from time to time.
- The Company may, at any time, assign or otherwise transfer any or all of our rights and obligations under the Terms without restriction.
- You may not assign or otherwise transfer any of your rights and obligations under the Terms without the prior written consent of the Company and any attempted assignment or such other transfer in violation of the Terms shall be null and void.
- If any provision of the Terms or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms.
- No failure or delay to exercise or enforce any right conferred upon the Company under the Terms shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
- Any waiver of any right arising from a breach or non-performance of the Terms or arising upon default under the Terms granted to you shall be null and void unless made in writing and signed by the Company.
- If the Terms are translated into a language other than the English language and there is any conflict or inconsistency between such translation and the English text, the English text shall prevail.
RIGHTS OF THIRD PARTIES
- Save for a Relevant Person(s), no person or entity who is not a party to the Terms shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) of Singapore or other similar laws to enforce the Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
- For the avoidance of doubt, any amendments to the Terms in accordance with the provisions herein shall not require any consent from any person or entity (including any Relevant Person) who is not a party to the Terms.
- Nothing in paragraph 72 above shall affect the rights of any permitted assignee or transferee under the Terms.
GOVERNING LAW AND JURISDICTION
- The Terms shall be governed by and construed in accordance with the laws of Singapore.
- The courts of Singapore have the exclusive jurisdiction to settle any claim and/or dispute that may arise out of or in connection with the Terms and accordingly, any legal action or proceedings arising out of or in connection with the Terms may be brought in the courts of Singapore.