Terms and Conditions
PLEASE READ THESE TERMS CAREFULLY
YOU MUST ONLY ACCEPT THESE TERMS IF YOU AGREE TO THEM IN THEIR ENTIRETY. By accepting these terms, You EXPRESSLY agree that:
This terms and conditions Agreement is a legal Agreement between You (Customer, Licensee, You or Your) and Playmaker Pte Ltd (Playmaker, Us or We) incorporated and registered in Singapore with company registration number 201633376G.
These Terms & Conditions and any information relating to the Product/Service/Package (Services) purchased from Playmaker forms the Agreement between Us. If any of these Terms & Conditions are inconsistent with any terms set out in Playmaker Services specific Terms & Conditions, the Services specific Terms & Conditions shall prevail.
1. Definitions and interpretation
Agreement: means any Agreement to which these Terms & Conditions are incorporated.
Customer Account: means a customer database or our customer portal which We have up to date contact information. You are always required to have a valid email address registered to Your customer account. To update Your contact information. Email to firstname.lastname@example.org or update via the customer portal if available to You.
Customer Database: means a pool of customer’s account and contact information We manage in order to provide continuous Services to You.
Customer Portal: means the customer portal made available to You, or End Users, to manage account preferences and to maintain up to date contact information.
Fees: means the fees or prices for the Services set out in order form or as otherwise notified to You.
Services: means the products and Services to be provided by Playmaker to You.
In this Agreement, unless the context otherwise requires:
1.2.1 the singular includes the plural and vice versa;
1.2.2 references to subclauses, clauses or Schedules are to subclauses, clauses or Schedules of this Agreement;
1.2.3 references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
1.2.4 ‘including’ (or similar words) means including without limitation;
1.2.5 clause headings do not affect their interpretation; and
1.2.6 references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.
2. Applicable Agreements
2.1 If You purchase or use our Xibo digital signage solution – Xibo Solution or Xibo in the Cloud. You must agree to the End User License Agreement (EULA).
2.3 We amend these terms from time to time. Please check these terms regularly to ensure You understand the terms that apply at that time. We recommend that You print a copy of these terms for future reference.
3. Appropriate Service Use
3.1 Playmaker reserves the right to refuse Services to anyone.
4. Quoted Orders
4.1 Quoted orders are subjected to availability upon confirmation.
4.2 Orders shall be delivered as a whole; partial delivery shall be chargeable.
4.3 Quoted delivery term is 4 to 8 weeks unless otherwise stated.
4.4 Quoted delivery & installation are only carried out during normal office hours: Monday to Friday (1000hrs – 1800hrs) unless otherwise stated. Additional charges will be incurred for delivery & installation out of the stated hours.
4.5 Quoted orders exclude electrical & network cabling, as-built or any other items which are not mentioned unless otherwise stated.
4.6 Playmaker provides the quotation/quoted orders based on information provided by You, actual Fees may varies based on actual site conditions. Playmaker reserves the right to vary the cost, specifications, design and construction of any Services described or offered in the quotation if variations or changes are made from the original information provided.
5. Free of Charge Services
5.1 Playmaker may, from time to time, offer free Services
5.2 Playmaker retains the right to charge You an application Fees or subscription Fees You for ongoing use of these free Services. (with Your explicit consent)
6.1 Advance payment: All Services must be paid for in advance in accordance with the specific provisions of that Services unless otherwise stated.
6.2 Recurring payment: Payment will be due based on the Services You have selected. If You have purchased Services on an annual (12 month) You will be required to pay annually.
6.2.2 Unless You have purchased our Services from our online store and made automatic recurring payments. You will be not be automatically charged the Fees again on the anniversary date of the contract term. Payment of the Fees will be invoiced 30-days prior to the anniversary date of the contract term.
6.2.3 Playmaker reserves the right to change the Fees and/or nature of its Services by giving You written notice of those changes. Notice of changes to Fees and/or Services will be given by e-mail to the e-mail address held in Playmaker customer account. If You have already purchased a particular service, then the change in the Fees or nature of that Services will only become effective when the Services reaches the end of its current term. You will be charged the new Fees when the Services are automatically renewed at the end of the current term.
6.3 All payments must be made in SGD, inclusive of applicable taxes.
6.4 You warrant that You are lawfully authorized to make payment using any mode of payment or facility You disclose to Playmaker. In the event that You have made payment and You are not the authorised person, You acknowledge that You and the party (who is claiming for the payment), accepts Playmaker Terms & Conditions Agreement and are jointly and severally liable for the payment of all Fees for which payment will be taken from the payment mode, the details of which You have provided. You will indemnify and hold Playmaker harmless if the party or issuer declines any transaction for payments to Playmaker, including all of Playmaker costs in administering Your non-payment and obtaining payment of those Fees due.
6.5 Where You provide Playmaker with information (including personal data) relating to a third party, including but not limited to the use of their payment details, either in accordance with clause 5.4 above or for any other purpose, You warrant that You have obtained express consent from the third party for Playmaker to use their information and You consent that We may share Your information, including but not limited to the Services You have purchased, to enable the third party to ascertain the terms of Your Agreement with Us and why We are authorized to take payment from the third party’s payment card, PayPal account or other payment modes, if necessary, to contact the third party for the purposes of this Agreement.
6.6 Playmaker reserves the right to suspend Services until payment is received in full and all outstanding debt is cleared. Any non-payment of an invoice may be subject to an SGD$100 administration charge and interest of 3% per month will be charged for late payment or whichever is outstanding. You are responsible for all money owed on the account from the time it was established until Playmaker accepts Your cancellation request. You are responsible for any additional costs incurred by Playmaker in the collection of outstanding debt.
6.7 You are always required to have a valid contact details and including a valid email address registered to Your customer account for the purpose of Playmaker authorised representative to be contact with You, failure to do so will result in automatic suspension of Your account or Services.
6.8 No bills or invoices will be sent by regular mail. All invoices will be sent directly to You via email after the purchase or automated renewal transaction is completed.
6.9 If You fail to pay all Fees due, Playmaker reserves the right to interrupt, suspend or cancel the Services to You. Such interruption, suspension or cancellation does not relieve You from paying all Fees which are overdue and payable to Playmaker.
6.10 Any unused credit notes on Your account will be taken in payment of Your Services. Where the value of the unused credit note is less than the total payment due, the remainder of the balance will be invoiced to You.
7. Duration and Automatic Renewal of Services
7.1 Unless specifically stated to the contrary in the details of the Services You purchase, all Services for which payment is required on an annual basis are provided for a fixed annual (i.e. 12 month) term.
7.2 Unless specifically stated to the contrary in the details of the Services You purchase, all Services for which payment is required annually in advance shall be provided for a fixed annual (i.e. 12 month) term. The contract will automatically renew on its anniversary date and continue for successive further 12-month periods, unless terminated in accordance with these Terms & Conditions Agreements or the Services specific terms, if different to these Agreements.
7.3 Unless specifically stated to the contrary in the details of the Services You purchase, all Services for which payment is required monthly in advance shall be provided for a fixed monthly term. The contract will automatically renew on its anniversary date and continue a successive, monthly period, unless terminated in accordance with these Terms & Conditions Agreements or the Services specific terms, if different to these Agreements.
7.4 Please be aware that unless You terminate the Services in accordance with clause 3 below or the Services specific terms, the Services will automatically renew on the anniversary date of the contract for a successive contract term and You will be responsible for a further 12 months or monthly Fees whichever is applicable. If You choose to terminate the Services any time after the anniversary date of the contract You will still be required to pay the Fees for the remaining period of the then current term of the contract.
8.1 You are entitled to cancel the Services by submitting a cancellation request to Us via email no less than 14 days prior to the anniversary date of the contract term or the relevant service specific Terms & Conditions pertinent to the Services You have purchased or ordered.
8.2 Playmaker reserves the right to cancel and/or suspend Your Services at any time without notice if You breach these Terms & Conditions Agreements and/or Services specific Terms & Conditions.
9.1 Charges due on a pre-pay basis and deposit payment are non-refundable.
9.2 If You contravene Your Agreement with Playmaker, a refund will not be issued in the event of any cancellation.
9.3 Credit notes can only be used for payment (or partial payment) of Your Services and are non-refundable.
10.1 If You withdraw any payments made via a bank, credit card or PayPal account (a “chargeback”) You may be subject to an administration Fees of SGD$200, should Playmaker deem the chargeback to be unfair. Playmaker also reserves its right to defend such chargebacks and recover the original monies from You or the issuer.
10.2 If a chargeback is made, Playmaker reserves the right to interrupt, suspend or cancel the Services. Such interruption, suspension or cancellation does not relieve You from paying the original Fees which are overdue and payable to Playmaker.
11.1 Playmaker shall not be liable for any loss or damage of whatsoever nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.
11.2 Playmaker will not be liable for any indirect loss, consequential loss, loss of profit, revenue, data or goodwill howsoever arising suffered by You or for any wasted management time or failure to make anticipated savings or liability You incur to any third party arising in any way in connection with this Agreement or otherwise whether or not such loss has been discussed by the parties pre-contract or for any account for profit, costs or expenses arising from such damage or loss.
11.3 Playmaker shall not be responsible or liable for any delay or failure to deliver which is not attributable to Playmaker or within its reasonable control. Further, performance of orders and contracts, and delivery shipment of the Services are subject to and contingent upon delay directly or indirectly caused by, or in any other manner arising from fires, floods, accidents, riots, acts of God, war, government interference, embargoes, priorities, regulations, orders and restrictions, strikes, labour difficulties, shortage of labour, fuel, power, material or supplies, transportation delays, Playmaker’s production schedules, or any other causes (whether or not similar in nature to any of these hereinbefore specified) beyond the Playmaker’s control (“Force Majeure Event”) and Playmaker would not be liable for any loss or damage suffered by You arising therefrom. Playmaker reserves the rights, in the event if the happening of any of the above contingencies, at its option, to cancel the orders or the transaction or any part thereof without any resulting liability.
11.4 All delivery dates are based on estimation. In no circumstances shall Playmaker be liable to compensate damages or otherwise for non-delivery or late delivery of the Services or any loss suffered by You, whether or not Playmaker has been advised of the possibility of such losses. Should Playmaker be prevented from or hindered in the delivery of the Services or any part thereof due to a Force Majeure Event, the time of delivery shall be extended until the operation of the cause preventing or hindering delivery has ceased. Playmaker shall be entitled to deliver the Services in one or more consignments unless otherwise expressly agreed. Risk of loss or damage in the Services shall pass to You when the Services are delivered to or accepted by You. Playmaker retains title to all Services until Playmaker has received full payment for the Services.
11.5 In the event that the shipment or delivery of the Services is delayed for reasons attributable to You, Playmaker shall, at its sole discretion, have the right to place the Services in an appropriate storage location upon written notification to You. You shall pay all handling, insurance, storage charges and all incidental charges relating thereto, and shall assume the risk of loss or damage to such Services. Services placed in storage shall be deemed to have been delivered to and/or accepted by You. Nothing herein shall affect Playmaker rights to invoice You for the Services.
11.6 In event of any equipment that is breakdown or no longer in production, our liability is limited to providing a suitable replacement.
11.7 No matter how many claims are made and whatever the basis of such claims, Playmaker maximum aggregate liability to You under or in connection with this Agreement in respect of any direct loss (or any other loss to the extent that such loss is not excluded by other provisions in this Agreement) whether such claim arises in contract or in tort shall not exceed a sum equal to the fees paid by You for the Services in relation to which Your claim arises prior to such claim.
11.8 None of the clauses herein shall apply to restrict liability for death or personal injury resulting from the negligence of Playmaker, its employees or its sub-contractors.
11.9 Playmaker shall not be liable for any interruptions to the Services or outages arising directly or indirectly from:
11.9.1 interruptions to the flow of data to or from the internet;
11.9.2 changes, updates or repairs to the network or software which it uses as a platform to provide the Services;
11.9.3 the effects of the failure or interruption of Services provided by third parties;
11.9.4 factors outside of Playmaker reasonable control;
11.9.5 Your actions or omissions (including, without limitation, breach of Your obligations set out in the Agreement) or those of any third parties;
11.9.6 problems with Your equipment and/or third-party equipment;
11.9.7 interruptions to the Services requested by You.
12. Force Majeure
12.1 Playmaker shall not be responsible for any failure to provide any Services or perform any obligation under the Agreement because of any act of God, strike, lock-outs or other industrial disputes, whether involving the workforce of Playmaker (or any other party) or compliance with any law of governmental or any other order, rule, regulation or direction, accident, fire, flood, storm or default of suppliers, work stoppage, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunication Services generally, or other similar force beyond its reasonable control.
13. Disclaimers and Warranties
13.1 Applicable warranty period are commencing from the date of purchase: date of acceptance of Playmaker’s quotation or date of purchase order issued.
13.2 Claims for Services shortages, delays or failures in shipment or delivery, or for any other cause, shall be deemed waived and released by You unless made in writing within five (5) days after delivery or receipt of the Services. No claims will be considered for goods altered, defaced or upon which any additional operation has been performed and no claims will be allowed for labour, rework, transportation or other expense incurred by You, without prior written approval from Playmaker. If the Services failed to meet the written specifications agreed to, You shall not return them but shall notify Playmaker within the five (5) days period, stating full particulars in support of its claims, and Playmaker’s sole liability will be to, at Playmaker’s option: (a) repair or replace the Services upon return of the defective or unsatisfactory material; or (b) refund the amount paid by You for the Services in question; or (c) otherwise resolve the matter fairly and promptly.
13.3 Manufacturer warranties are provided and covered by the manufacturer/supplier. Playmaker will only assist to liaise with the manufacturer if such warranty Services are required.
13.4 If on-site Services are required for the such warranties, You agree to make the products accessible to Us or the manufacturer/supplier’s servicing crew by bringing the Services to ground level. Additional charges may incur if You require our service to bring down the Services to ground level. Services not reasonably accessible or cannot be safely accessed will be deemed to be outside the cover of the warranty and/or our scope of work.
13.5 Warranty does not cover Services if:
13.5.1 Any Services not purchased from Playmaker.
13.5.2 Damage, fault or failure due to alteration or repairs made by anyone other than Us, or the use of supplies and accessories other than those recommended by Us.
13.5.3 Damage, fault or failure due to causes beyond our control including, but not limited to, repairs necessary due to operator negligence, improper installation, damage caused by spillage of foods/liquids, wrong usage of electrical supply and voltage, abnormal voltage, excessive heat, dust, corrosive surroundings, chemical reaction, failure to maintain the Services, failure to operate or use the Services according to instructions, accident, mishandling, misuse, tampering, vandalism, theft, fire, lightning, flood, wind, freezing, power failure, static, normal wear and tear, pests, vermin, foreign matter entering the Services, inadequate or excess power supply, unusual atmospheric conditions, or acts of war or acts of God.
13.5.4 Damage, fault or failure resulting from software, virus(es), electrical wiring and connections, user facilitated minor adjustments and settings, external antenna or local reception problems, structural problems of Your premises, inaccessible Services or parts, negligence, misuse, tampering or abuse, whether wilful or not.
13.5.5 Damage, fault or failure due to improper transportation, inappropriate storage conditions or materials, improper ventilation, reconfiguration of the Services, movement of the Services.
13.5.6 Damage, fault or failure due to or arising out of, transit or delivery, packing, unpacking, assembly, installation, routine maintenance, dismantle, relocation or removal.
13.5.7 Non-failure problems that do not require parts and intermittent issues, including without limitations, reception and/or incompatibility issues, demonstration, training, reminders, adjustments, set-up, installations, battery change, replenishing of consumables, short circuit, routine maintenance and servicing, periodic check-ups, cleaning, checking of improper operation or incorrect use. We will not pay for adjustments or repairs required because of conditions at Your location or specific to You.
13.5.8 Services where the serial number is removed, defaced or made illegible, parallel imported sets, Services purchased overseas or from non-authorised dealers or retailers, second hand sets, Services sold “AS IS”, “REFURBISHED” or bearing similar notations.
13.5.9 Cosmetic defects reduced or impaired functionality, reduced lifespan or limitations of Services which, in our records indicate, are second hand, “Used”, “Refurbished”, “Open Set” or “Display Sets”.
13.5.10 Any utilization of Services that is inconsistent with either the design of the Services or the way the manufacturer/supplier intended the Services to be used. Any installation and/or modifications that prevents normal service. Any and all cases in which a reasonable manufacturer of such Services would not honour the warranty of the Services.
13.5.11 Normal wear and tear and cosmetic damage such as, but not limited to corrosion, scratches, dents, rust, stains. Non-functional parts such as, but not limited to, plastics and finishes. Expendable or lost items, such as, but not limited to cables, remote or screws.
13.5.12 Consumables. Consumables are defined as any part or component of an expendable nature and/or any item that is designed to be consumed (wear out) during the life of the Services, regardless if it is consumer replaceable or not and whether such consumables originate from Us or not. CONSUMABLE ITEMS INCLUDE WITHOUT LIMITATION, REPLACEMENT PARTS, GAS REFILLS, REFRIGERANT AND OTHER MISCELLANEOUS MATERIALS FOR THE PRODUCT, INSTALLATION MATERIALS, WHICH INCLUDE WITHOUT LIMITATION, INLET/OUTLET HOSES, INSULATION MATERIALS, COPPER PIPING, PVC PIPING AND ELECTRICAL WIRING.
13.5.13 Consequential losses and/or damages as a result of malfunctioning of, damage to, failure of an operating part of the covered Services, or damages, fault or failure as a result of any repairs or replacements under the warranty. Damages, fault or failure caused by delays in rendering of our Services or loss of use during servicing or otherwise awaiting parts are not covered. You are responsible for creating backups of all Your data and software on a regular basis.
13.5.14 Damages, fault, failure, imperfections, caused by abuse, tampering, illegal use, negligence, prolonged use or operation.
13.5.15 Services that are leased, rented, used exceeding normal limits, used continuously and/or subject to abuse, unreasonable, abnormal or extreme operations.
13.5.16 Warranty card is altered, defaced or erased in any manner whatsoever.
14.1 We will endeavour to provide a continuous high-quality service. If You experience problems with Your Services, You should consult Playmaker by phone or email.
15.1 The failure of Playmaker to require Your performance of any provision shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Playmaker of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
16.1 You shall not assign, sub-license or transfer Your rights or obligations under this Agreement to any third party without the prior written consent of Playmaker. However, in the event that Playmaker consents to such an assignment, sub-license or transfer, then this Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
17. Relationship of the Parties
17.1 Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.
18. Joint and Several Obligations
18.1 If any party consists of more than one entity, their obligations hereunder are joint and several.
19. No Third-Party Beneficiaries
19.1 This Agreement does not provide and shall not be constructed to provide any third parties, with any remedy, claim, cause of action or privilege.
20. Entire Agreement
20.1 This Agreement constitutes the entire Agreement between the parties and Agreements are representations or warranties, express or implied, statutory or otherwise and no Agreements collateral here to than as expressly set or referred to herein. This Agreement supersedes any prior Agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.
21. Amendment in Writing
22. Further Assurances
22.1 The parties shall execute such further and other documents and instruments and take such further and other actions as may be necessary to carry out and give full effect to the transactions contemplated by this Agreement.
23.1 The provisions, terms, conditions representations, warranties, covenants, and obligations contained in or imposed by this Agreement which by their performance after the termination of this Agreement, shall be and remain enforceable notwithstanding termination of the Agreement for any reason. However, neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms, but each party shall be liable for any damage from any breach by it of this Agreement.
24.1 You agree that any notice or communications required or permitted to be delivered under this Agreement by Playmaker to You shall be deemed to have been given if delivered by e-mail, in accordance with the contact information You have provided.
25. Legal Fees
25.1 If any legal action or proceeding, including arbitration, relating to the performance or the enforcement of any provision of this Agreement is brought by any party to this Agreement, the prevailing party shall be entitled to recover reasonable legal fees, expert witness fees, costs and disbursements, in addition to any other relief to which the prevailing party may be entitled.
26.1 In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. Playmaker will amend or replace such provision with one that is valid and enforceable, and which achieves, to the extent possible, the original objectives and intent of Playmaker as reflected in the original provision.
27.1 Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute, the parties confirm that they have requested that this Agreement and all related documents be drafted in English.
28.1 This Agreement is the entire Agreement between You and Playmaker and replaces all prior understandings, communications and Agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the written approval of Playmaker. However, Playmaker may assign or transfer it without Your consent to (a) an affiliate, (b) a company through a sale of assets by Playmaker or (c) a successor by merger. Any assignment in violation of this Section shall be void. If You want to request a transfer of this Agreement, kindly contact Us.
29. Governing Law
29.1 Your rights and obligations and all contemplated by this Agreement shall be governed by the laws of Singapore, without regard to its conflicts of law principles. Notwithstanding the foregoing, You acknowledge that Your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Playmaker or its manufacturer/suppliers’ intellectual property rights may cause Playmaker irreparable damage for which recovery of money damages would be inadequate. Accordingly, You agree that Playmaker shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by You or otherwise to protect Playmaker’s rights under this Agreement. The parties hereby submit to the non-exclusive jurisdiction of courts in Singapore and You agree that You will procure that any third party making a claim against Playmaker arising out of this Agreement shall bring such claim exclusively in Singapore courts and subject to the limitations and exclusions of liabilities provided for in this Agreement. Nothing herein confers or purports to confer on any third party any benefit or any right to enforce any of the Sale Terms pursuant to the Contracts (Rights of Third Parties) Act, Cap. 53B.
29.2 Playmaker does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Playmaker prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to Your use and access to the Services in Your jurisdiction.
(Revised: 23 March 2019)