Terms of Service
This Terms of Service, constituting a Service Agreement ("Agreement") governs your purchase and use of all Pongopost Services (collectively, the "Services"), as described on our website and signup form, that you order and Kolibri Solutions Pte. Ltd. ("Kolibri") accepts. You must register and accept the terms of this Agreement in order to use the Services. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. KOLIBRI may modify any of the terms and conditions contained in this Agreement and any policy or guideline incorporated by reference, at any time in its sole discretion and may also determine whether and when the modifications apply to existing or future customers. Any modifications are effective upon posting of the revisions on the KOLIBRI Web site (the "Site"). KOLIBRI will post a notice of modifications to this Agreement on the Site for 30 days. KOLIBRI may post modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following KOLIBRI's posting of any modifications constitutes your acceptance of the modifications.
IF YOU DO NOT AGREE TO THIS AGREEMENT'S TERMS, PLEASE IMMEDIATELY CONTACT FKOLIBRI SOLUTIONS PTE. LTD. FOR FULL REFUND WITHIN 7 DAYS. DO NOT CONTINUE TO USE THE SERVICES AND IMMEDIATELY NOTIFY KOLIBRI OF YOUR TERMINATION OF THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 1.2 BELOW.
1. Term and Payment for Services
1.1 Term. This Agreement will be for an "Initial Term" of either: (a) 12 months if you register for the Services, (b) 12 months from the order date if you register for the Services, or (c) as otherwise chosen by you in the Signup Page, located on the Site, at the time you register for the Services. This Agreement will be automatically renewed (the "Renewal Term") at the end of the Initial Term for the same period as the Initial Term, unless you provide KOLIBRI with notice of termination either: (a) at least 30 days before the end of the Initial Term or the Renewal Term, whichever is then applicable, if you registered for and are receiving the Services, other than the Services pre-paid for a 1-year period, or (b) at least 30 days before the end of the Initial Term or Renewal Term, whichever is then applicable, if you registered for and are receiving the Services or have pre-paid for a 1-year period of the Services. You must provide KOLIBRI with your notice of termination by a registered delivery of a written note to the Management of KOLIBRI. Upon termination, you will be asked to provide KOLIBRI with sufficient customer identification information so that KOLIBRI may properly identify you and your account. Any notice of termination will be effective upon KOLIBRI's receipt of notice.
1.2 Termination Policy. If you terminate the Services before the end of the Initial Term or the Renewal Term, whichever is then applicable: KOLIBRI will not refund to you any fees paid in advance of termination unless otherwise expressly provided in this Agreement. You must submit your termination request to KOLIBRI in the manner described in Section 1.1. KOLIBRI may terminate this Agreement at any time and for any reason by providing to you 7 days' prior written notice of termination. If KOLIBRI terminates this Agreement, KOLIBRI will refund to you the pro-rata portion of pre-paid fees attributable to Services not yet rendered as of the termination date, unless otherwise expressly provided in this Agreement.
1.3 Liability and Obligations on Termination. If the Agreement expires or is terminated for any reason, KOLIBRI is not liable to you on the expiration or termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with your business, or for any other reason whatsoever flowing from the termination or expiration. If you terminate this Agreement, KOLIBRI will not relieve you of any obligations to pay fees and costs accrued before the termination date or any other amounts you owe to KOLIBRI under this Agreement.
1.4 Charges. You will pay all charges for your use of the Services at the then current KOLIBRI prices, which will be exclusive of any applicable taxes. You are responsible for paying all local sales, use, value added, excise, duty and any other taxes assessed with respect to the Services, other than taxes based on KOLIBRI's net income.
1.5 Payment. You will pay all charges for Services in advance according to the then current price for the Services. If you choose to pay by credit card when registering for the Services or if you register for the Services, you authorize KOLIBRI to charge your credit or debit card to pay for any charges that may apply to your account. KOLIBRI may accumulate any supplemental charges, as described in the Signup Page that you incur in your use of the Services ("Supplemental Charges") until the charges exceed $20 and then charge your card. You must notify KOLIBRI of any changes to your card account (including, applicable account number or cancellation or expiration of the account), your billing address, or any information that may prohibit KOLIBRI from charging your account. KOLIBRI may also send periodic invoices to you for any applicable Supplemental Charges associated with your use of the Services. You will pay to KOLIBRI the amount indicated in each invoice by the due date reflected on the invoice.
1.6 14 Days Guarantee. If you are not fully satisfied with the Services, you may terminate this Agreement at any time during the first 14 (fourteen) days from your initial order date and receive a full refund of all payments you made to KOLIBRI for the Services, less 5% transaction fee should the payment is done online and less any other non-refundable surcharges. To receive your refund, you must terminate this Agreement in the manner described in Section 1.1 and cease using the Services, and KOLIBRI must receive your termination notice within the 14-days period. Your notice must describe why you are not satisfied with the Services. Refund may be delayed due to the nature of credit/debit card charge-back policy.
1.7 Late Payment. If you fail to pay any fees and taxes within 14 days from the applicable due date for credit card or invoice payments, KOLIBRI will assess late charges equal to the lesser of 5% per month or the maximum allowable under applicable law. Your failure to fully pay any fees and taxes after the applicable due date is a material breach of this Agreement, justifying KOLIBRI in suspending its performance and terminating this Agreement. If KOLIBRI terminates for your material breach, you must still pay past due fees plus interest. You are responsible for any costs KOLIBRI incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees. If you reinstate Services, you must pay any fees associated with reinstating Services.
2. Use of Services
2.1 Applicable Policies and Guidelines. The KOLIBRI Acceptable Use And Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. KOLIBRI's On-line Privacy Statement governs how KOLIBRI collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Statement are posted on KOLIBRI's Web site at www.pongopost.com (or such other location as KOLIBRI may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY MODIFICATIONS TO THE TERMS. KOLIBRI MAY TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS AGREEMENT, WITHOUT COMPENSATION OR REFUNDS.
2.2 Registration Requirements. You must ensure that the nature of business shall be legal within Republic of Singapore, and deem socially fit without restriction from any government authority or other statutory boards. KOLIBRI will make no effort to validate any of the registration for such restriction. During the course of this Agreement, should your nature of business fail to meet such a requirement, KOLIBRI may terminate this Agreement without refund of any subscription fees.
2.3 Usage of Registered Business Address. For Services, you shall not use the Registered Business Address for illegal activities and shall not instruct any parties to deliver articles or items that maybe dangerous or illegal. You are responsible for any unauthorized usage of Registered Business Address with full legal liability. You must also register your business or company with Accounting & Corporate Regulatory Authority within a reasonable period after using our service. Should our operation or premises be damaged by your company or any partners, creditors and clients, you will be liable to compensate KOLIBRI an amount of not less than FIVE HUNDRED THOUSANDS Singapore Dollars.
2.4 Mail-Alert. As part of the Services, you will require to provide KOLIBRI with a designated email address, of which will be used to send an alert whenever KOLIBRI received a postal mail under your account. Depending on the Services you had registered for, KOLIBRI will send an alert to your email address, indicating of the arrival of your postal mail, inclusive of courier packages. Based on the date of mail-alert, the related postal mail will be stored for your collection, for up to 90 days. After 90 days, the postal mail will be properly disposed. Though KOLIBRI will on its best effort to ensure the safety and security of the postal mail, KOLIBRI will not be liable for the lost of mails, before the postal mail has arrived, during the period which we received the postal mail and during the period before self-collection. KOLIBRI will not be liable for postal mail disposed. On the collection of the postal mail, you may be required to show your identification for verification, before KOLIBRI will pass the postal mail to you.
2.5 Mail-Forwarding. Should you subscribed to Mail-Forwarding service or any Services which offer Mail-Forwarding as part of its package, you will free KOLIBRI from any liabilities on the event if the mail is lost during transit, before or after we have received them. In the event if the mail is lost during our possession, our maximum liability per mail is TWO Singapore Dollars. However, this does not include, but not limited to, events like act of god, terrorism or any incident where KOLIBRI has no control.
2.6 Competition Protection. During the course of this Agreement or within the first twelve months after termination of this Agreement, you are not permitted to directly or indirectly operate a firm which provide similar virtual office services unless KOLIBRI has provided for a prior written agreement. Should this clause be violated, you will be liable to compensate KOLIBRI an amount of not less than ONE MILLION Singapore Dollars.
2.7 Staff Protection. During the course of this Agreement or within the first twelve months after termination of this Agreement, you are not permitted to directly or indirectly hire or present a career opportunity as a member of your firm, to any of our staff unless KOLIBRI has provided for a prior written agreement. Should this clause be violated, you will be liable to compensate KOLIBRI an amount of not less than FIVE HUNDRED THOUSAND Singapore Dollars.
2.8 Installation within Office Premises/Facilities. You are not permitted to install of any form of equipment including, not not limited to, phone lines, fax lines, office furnitures, computer hardware and Internet access (Cable/ADSL/Dial-Up) at the registered office. KOLIBRI will not be responsible for any costs and charges that incurred for the restriction of installation. Should such installation be done without the prior written approval of Management of KOLIBRI, your company shall be liable to compensate KOLIBRI an amount of not less than ONE HUNDRED THOUSAND DOLLARS Singapore Dollars and any costs or charges for the removal of such installation, reinstate and repair of any damages, and additional cost of insurance premium.
2.9 Privacy of Postal Mails. KOLIBRI reserved the rights, without liability, to open any postal mails for inspection or investigation purposes, repacking of any damaged mails and cosolidating any mails prior for bulk mail forwarding. Whilst KOLIBRI extends its assistance to protect privacy, KOLIBRI will forward all postal mails of your company to any Government officer that has an official court order for inspection or investigation from Republic of Singapore.
2.10 Unreasonable Mail Storage. KOLIBRI reserved the rights to charge for storage of mails which are deemed unreasonable.
3.1 Investigation of Violations. KOLIBRI may investigate any reported violation of this Agreement, or its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers or third parties.
3.2 Actions. KOLIBRI may terminate the Agreement, should any activities that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or that potentially violate any laws. If KOLIBRI becomes aware that you have possibly violated this Agreement, any related policies or guidelines, third party rights or laws, KOLIBRI may immediately take corrective action, including: (a) issuing warnings, and (b) suspending or terminating the Service. It is KOLIBRI's policy to terminate repeat infringers. These rights of action, however, do not obligate KOLIBRI to monitor or exert control over the information made available for distribution via the Services. If KOLIBRI takes corrective action because of a possible violation, KOLIBRI will not refund to you any fees you paid in advance of the corrective action, and you shall be liable for the cost of investigation.
3.3 Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect KOLIBRI's systems and customers, or to ensure the integrity and operation of KOLIBRI's business and systems, KOLIBRI may access and disclose any information it considers necessary or appropriate, including, user profile information (i.e., name, e-mail address, etc.), usage history, and content residing on KOLIBRI's servers and systems. KOLIBRI may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of KOLIBRI's On-line Privacy Statement and KOLIBRI's right to disclose under this section, KOLIBRI's right to disclose under this section will control.
4. Disclaimed Warranties
KOLIBRI exercises no control over, and accepts no responsibility for business activities passing through KOLIBRI's Services. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, KOLIBRI DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
5. Limitation and Exclusion of Liability
5.1 Limitations. IN NO EVENT WILL KOLIBRI OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER KOLIBRI NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO KOLIBRI'S OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF KOLIBRI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES.
THE LIABILITY OF KOLIBRI AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO KOLIBRI UNDER THIS AGREEMENT DURING THE 3 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY KOLIBRI UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE KOLIBRI AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 5.1.
5.2 Interruption of Service. KOLIBRI and its suppliers are not liable for any temporary delay, outages or interruptions of the Services. Further, KOLIBRI is not liable for any delay or failure to perform its obligations under this Agreement, where the delay or failure results from any act of God or other cause beyond its reasonable control (including, any mechanical, electronic, communications or third-party supplier failure).
You release and hold harmless, and agree to indemnify, KOLIBRI and its affiliates and suppliers (and their respective employees, directors and representatives) against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by KOLIBRI or its suppliers, arising out of or relating to: (a) your violation or breach of any term, condition, representation or warranty of this Agreement, or any applicable policy or guideline; (b) your improper or illegal use the Services; or (c) your violation, alleged violation, or misappropriation of any intellectual property right (including trademark, copyright, patent, trade secrets) or non-proprietary right of a third party (including defamation, libel, violation of privacy or publicity).
7. Miscellaneous Provisions
7.1 Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between you and KOLIBRI with respect to the subject matter of the Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines.
7.2 No Fiduciary Relationship; No Third-Party Beneficiaries. KOLIBRI is not the agent, fiduciary, trustee or other representative of you. Except for the rights of KOLIBRI's suppliers under sections 5 and 6, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person (other than the parties to this Agreement) any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of its representations, warranties, covenants, conditions and provisions are intended to be and are for the sole and exclusive benefit of the parties to this Agreement.
7.3 Amendments. Except as expressly provided in this Agreement, no amendment, change, waiver, or discharge of this Agreement by your company is valid unless in writing and signed by the parties.
7.4 Identification. KOLIBRI may, free of any obligation to pay compensation, use your name and identify you as a KOLIBRI client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.
7.5 Choice of Law and Forum. THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE REPUBLIC OF SINGAPORE, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE STATE COURTS LOCATED IN REPUBLIC OF SINGAPORE, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF THESE COURTS.
7.6 Compliance With Laws. You will comply with all applicable laws and regulations and will indemnify and save KOLIBRI harmless from your failure to so comply. KOLIBRI will not have to perform any obligations set forth in this Agreement if the performance would violate any present or future law, regulation or policy of any applicable government.
7.7 Non-Assignment. You may not assign this Agreement or any right or obligation under this Agreement, by operation of law or otherwise, without KOLIBRI's prior written consent. KOLIBRI may assign its rights and obligations under this Agreement, and may utilize affiliates and agents in performing its duties and exercising its rights, without your consent. This Agreement is binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
7.8 No Waiver. KOLIBRI's failure to enforce the strict performance of any provision of this Agreement does not constitute a waiver of KOLIBRI's right to subsequently enforce the provision or any other provisions of this Agreement.
7.9 Severability. If any term or provision of this Agreement is deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement, if applicable, will remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, the term or provision will remain in full force and effect with respect to all other applications.
7.10 Headings. The section headings used in this Agreement are for reference and convenience only and will not enter into the interpretation of the Agreement.
7.11 Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.
7.12 Termination. KOLIBRI may in its entire discretion cancel this Agreement and terminate the User's rights and obligations in terms of this Agreement, for any reason whatsoever, including, without limiting the extent of the aforegoing, any breach of this Agreement by the User.
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