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General Terms & Conditions

In order to use the Service, all Customers must accept these General Terms & Conditions by clicking the “I Accept” button. Upon such acceptance, each Customer will, at the discretion of O-RID, be granted access to the Service, subject to the Customer's compliance with these General Terms & Conditions.

Before you click on the “I Accept” button, carefully read these General Terms & Conditions. By clicking on the “I Accept” button you are consenting to be bound by these General Terms & Conditions and becoming the Customer as defined herein. If you do not accept to all of the terms of these General Terms & Conditions, do not use the Service.

  1. DEFINITIONS AND INTERPRETATION
    1.1 In these General Terms & Conditions, the following words and expressions shall have the following meanings:
    Contract
    means a contract entered into by a Customer and O-RID that comprises (i) the Registration Page; and (ii) the General Terms & Conditions and (iii) the Stored Value Facility Payment Specific Terms & Conditions.
    Changes
    means any addition, deletion, modification or alteration to the Service, the manner in which the Service is provided, or the performance standards of the Service, as determined by O-RID from time to time.
    Charges
    means the fees payable by the Customer in connection with the provision of the Service.
    Customer
    means any individual, association, partnership, firm or corporation who applies for, subscribes to, or utilises the Service.
    Customer Information
    means, in relation to a Customer, all information which O-RID obtains, and any other information and data provided by the Customer to O-RID, as a result of the Customer’s use of the Service.
    Documents
    means a Customer's document(s), material(s) and/or copyright work(s), that are submitted by the Customer via the Service, that are taken by the Customer using the Customer's mobile phone　or any other handheld/ information/computing/electronic device and used for/in the Service, and/or to which O-RID will be processing or dealing with in providing the Service.
    General Terms & Conditions
    means these general terms and conditions prescribed by O-RID with respect to the provision by it of the Service and that may be posted by O-RID on its website at http://www.o-rid.com/en/term/reglar_term.html, including any revised or amended version of the same as issued by O-RID from time to time and that may be posted on the said website. Such revised or amended version of the same shall apply to Customer and the Customer is deemed to have accepted the same, from the time it is published on O-RID’s website.
    GST
    means prevailing tax imposed under the Goods and Services Tax Act (Cap.117A) (the “GST Act”).
    Internet Data Center
    means O-RID’s server(s) or other equipment which provide storage for the Documents.
    Intellectual Property Rights
    means all vested, contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, trade marks, logos, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights, in each case whether registered or unregistered, and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world, whether now known or in the future created.
    Party
    means either O-RID or the Customer as the case may be.
    Stored Value Facility Payment Specific Terms & Conditions
    means the specific terms and conditions prescribed by O-RID with respect to the Charges in connection with the provision of the Service whose payment will be made by stored value facility and which forms part of the Contract between O-RID and the Customer and that may be posted by O-RID on its website at http://www.o-rid.com/en/term/ticket.html, including any revised or amended version of the same as issued by O-RID from time to time and that may be posted on the said website. Such revised or amended version of the same shall apply to Customer and the Customer is deemed to have accepted the same, from the time it is published on O-RID's website.
    Service
    means a service provided by O-RID that allows a Customer to submit Documents to be scanned, digitized and/or stored at the Internet Data Center via the Internet　from O-RID's retail outlet or directly from the Customer's computer or other handheld/information/computing/electronic device, and which allows the Customer to edit and tag and /or make various use of the Documents, Further details of the Service are set out at O-RID's website at http://www.o-rid.com/en/
    O-RID
    means O-RID GLOBAL BPO PTE LTD, a Singapore incorporated company.
    Registration Page
    means the webpage at O-RID's or the Service's website at http://www.o-rid.com/en/login/ or such other log in screen on the mobile phone or any other handheld/information/computing/electronic device where a Customer signs up to access the Service.
    Related Corporation
    has the meaning ascribed to it in Section 6 of the Companies Act, Chapter 50 of Singapore (and “related corporations” shall be construed accordingly).
    Software
    means "O-RID KYBYER", "KYBER Business Card" and /or any other software that is set out by O-Rid at O-RID's website.
    Working Day
    means any day which is not a Saturday, Sunday or a public holiday in Japan.
    1.2 Unless the contrary intention appears:
    a)
    A reference to these General Terms & Conditions or another instrument includes any variation or replacement of any of them;
    b)
    A reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
    c)
    The singular includes the plural and vice versa;
    d)
    The word “person” includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any government agency, and includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;
    e)
    If a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;
    f)
    A reference to a day is to be interpreted as the period of time commencing at midnight and ending twenty-four (24) hours later;
    g)
    A reference to a time is a reference to Japan time;
    h)
    A reference to any thing (including, without limitation, any amount) is a reference to the whole and each part of it and a reference to a group of persons is a reference to all of them collectively, to any two or more of them collectively and to each of them individually;
    i)
    The words “including”, “for example” or “such as” are not used as, or to be interpreted as a word of limitation, and do not limit the meaning of the words to which the example relates to that example or example of a similar kind;
    j)
    No rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of these General Terms & Conditions or any part of it; and
    k)
    Headings are inserted for convenience and do not affect the interpretation of these General Terms & Conditions.
  2. APPLICATION OF TERMS & CONDITIONS TO THE SERVICE
    2.1
    These General Terms & Conditions as well as the Stored Value Facility Payment Specific Terms & Conditions shall apply to the provision of the Service.
    2.2
    The Customer agrees to be bound by and to fully observe and comply with all the General Terms & Conditions as well as the Stored Value Facility Payment Specific Terms & Conditions.
  3. SERVICE
    3.1
    Notwithstanding anything that may be to the contrary in the Registration Page, or the General Terms & Conditions and regardless that the Contract has been concluded, O-RID reserves the right to refuse to provide the Service or to refuse commencement of the Service, without having to assign any reason for such refusal and without being liable to the Customer for any compensation whatsoever. Should O-RID choose to refuse to provide the Service to the Customer as aforesaid, the Contract between the Customer and O-RID shall be deemed to have never been concluded and neither Party shall owe any obligations to the other.
    3.2
    Without prejudice to clause [3.1], the Customer acknowledges that O-RID may require some time to activate the Service for the Customer subsequent to the Customer’s sign up for the Service.
    3.3
    Without prejudice to clause [3.1] and/or notwithstanding anything that may be to the contrary, the commencement date of the Service shall be at the absolute discretion of O-RID and may be on a date as may be notified to the Customer by O-RID.
    3.4
    The Customer will obtain and maintain at its own cost and shall be responsible for, to the absolute exclusion of O-RID, all telecommunications and other services, handheld / information / computing/electronic / mobile devices, computers and any other hardware and any ancillary software required to enable the Customer to access the Service via the Internet.
    3.5
    Without prejudice to the foregoing subclauses, O-RID will use its reasonable endeavours to provide the Service on a continuous basis subject to the terms of the Contract and to the following :
    a)
    the Customer acknowledges that the Internet or the systems, servers, and equipment through which the Service is provided may from time to time be inoperative in full or in part as a consequence of but not limited to (i) mechanical breakdown, maintenance (whether emergency, scheduled or otherwise), hardware or software upgrades, telecommunication connectivity problems; or (ii) other factors beyond the control of O-RID; and
    b)
    O-RID will not be liable in any way whatsoever for its failure or inability to provide the Service or to provide continuous, error free, uninterrupted Service, whether under the abovementioned or any other circumstances.
    3.6
    Notwithstanding anything that may be to the contrary, the Service is provided by O-Rid on an ‘as is’ basis and O-RID does not warrant in any way whatsoever that the Customer will be able to use the Service continuously or that such Service will be uninterrupted.
    3.7
    O-RID neither warrants nor guarantees that the form, wording, colour, style, text and look and feel of the Document that is eventually stored in the Internet Data Centre and accessed by the Customer via the Service will be the same as the Document when submitted by the Customer and O-RID shall not be liable to the Customer in any way whatsoever for the aforesaid. Without prejudice to the generality of the foregoing, O-RID may at its absolute discretion modify, edit, reproduce or re-format the Document as part of the Service and/or in storing the Document in the Internet Data Center.
    3.8
    The Customer is responsible for adopting reasonable measures to limit its exposure with respect to the potential loss and damage of its Documents, including (without limitation) preparation and storage of backup data, replacement of lost or damaged data or media, and reconstruction of data. Under no circumstances shall O-RID be liable to the Customer for any of the foregoing.
    3.9
    O-RID assumes neither responsibility nor liability arising from the content of any Documents including but not limited to any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, threats, or inaccuracy contained within any Document, and the Customer shall fully indemnify O-RID for any damages or losses incurred by O-RID arising from any of the aforesaid.
    3.10
    O-RID has absolute discretion to immediately suspend the Service if the Customer breaches any of the terms and conditions in these General Terms and Conditions or if there is any overdue Charges. In addition, O-RID is not obligated to provide the Service to the Customer during times of maintenance (whether emergency or scheduled maintenance or otherwise) to any of the computer systems and/or equipment through which the Service is to be provided.
    3.11
    O-RID may at its absolute discretion make Changes from time-to-time (including changes to its standards and procedures relating to the Service to improve the Service performance), without notice.
  4. CHARGES AND PAYMENT
    4.1
    The Customer shall pay to O-RID the Charges. The Charges for the Service shall be as specified on the list of Charges which will be determined at O-RID’s absolute discretion and posted on O-RID’s website. The payment procedure of the Charges shall be pursuant to the terms and conditions stipulated by the payment service provider designated by O-RID or such other payment terms as determined by O-RID (as posted by O-RID on O-RID’S website).
    4.2
    O-RID may at any time review and revise the Charges, and any new Charges so specified by O-RID shall apply from such date as O-RID may notify the Customer in writing or publish such new Charges (including by posting such new Charges on O-RID’s website).
    4.3
    The Charges for the Service and/or mechanism for payment shall be as specified on O-RID's or the Service's website(s). The mechanism for payment of the Charges shall be at O-RID's absolute discretion (such mechanism for payment may be changed by O-RID from time to time and the changed mechanism shall apply from such date as stipulated by O-RID on O-RID's or the Service's website(s)). All Charges are subject to prevailing GST　unless the contrary is expressly stated by O-RID.
    4.4
    Except as provided for otherwise by O-Rid, there will be no refund for the Charges for the Service.
  5. TAX
    5.1
    Pursuant to Clause [4.3], the Customer shall pay to O-RID, in addition to the Charges, a sum equal to the prevailing GST chargeable on the supply to the Customer of the Service by O-RID in accordance with these General Terms & Conditions.
    5.2
    Except as provided for otherwise, the Customer shall be responsible for all taxes, duties, levies, and other similar charges (and any related interest and penalties), however designated (hereinafter referred to as “Taxes”), arising out of or in connection with the Service, including but not limited to, any tax which the Customer is required to withhold or deduct from payments to O-RID, except any income tax imposed upon O-RID by the Inland Revenue Authority of Singapore.
    5.3
    If Taxes pursuant to Clause [5.2] above are required to be paid, the Customer shall pay such additional sums as are necessary to ensure that O-RID receives a net amount equal to the Charges which O-RID would have received had the payment not been made subject to such Taxes.
  6. ACCESS
    6.1
    Subject to clause [3] and the Customer’s acceptance of these General Terms and Conditions, the Customer shall be issued a user identification and a password to access the Service.
    6.2
    The Customer shall not allow any other person/party to use the user identification and password assigned to the Customer by O-RID nor transfer or assign the same to any other person/party whatsoever.
    6.3
    The Customer shall keep the user identification and password strictly confidential and not disclose the same to any other party. If the Customer becomes aware of any unauthorised access, the Customer shall immediately notify O-RID.
    6.4
    The Customer shall be entirely responsible for all access to the Service where access is facilitated by the Customer’s identification and password whether such access is with or without the Customer’s consent. O-RID is under no obligation to verify whether any request for Service through the Customer’s user identification and password is authorised or legitimate and the Customer shall remain wholly responsible for all Charges applicable to O-RID’s performance of the Service in response to a request for such Service through the use of the Customer’s user identification and password, regardless that such request for Service may not be with the Customer’s authority.
    6.5
    The Customer will be required to download and install the Software before the Customer may gain access to the Service.
    Clause [8.4] shall apply to the use of such software. If the Customer downloads and installs the Software through the software distribution service or webpage that the third party provides, the Customer will be bound by the terms and conditions that the third party specifies with regard to the use of such third party Software, without prejudice to the applicability of these General Terms & Conditions to the Customer.
  7. RIGHT TO REFUSE AND DISCLOSURE
    7.1
    O-RID may at its absolute discretion refuse to process any Documents submitted by the Customer, and may return to the Customer as well as remove or delete from the Internet Data Center and/or the Service, any Documents or any other transmitted item(s) that in O-RID’s sole opinion :
    a)
    are not of a quality or condition suitable for processing based on O-RID’s prevailing standard specifications and procedures applicable for the same;
    b)
    do not comply with O-RID’s applicable standards and procedures;
    c)
    are otherwise not in proper machine-readable form; or
    d)
    contains any material that O-RID deems at its absolute discretion, to :
    ⅰ)
    have breached any terms and conditions of the Contract;
    ⅱ)
    likely to subject O-RID to unfavourable regulatory or statutory action;
    ⅲ)
    contravene or likely to contravene any law;
    ⅳ)
    infringe or likely to infringe the rights of any persons; or
    ⅴ)
    subject or likely to subject O-RID to liability for any reason whatsoever.
    7.2
    For the avoidance of doubt, O-RID is under no obligation to vet or monitor the Documents or contents therein submitted by a Customer for the Service and the Customer agrees and undertakes that the Customer alone will be wholly responsible for the Documents that it submits to O-RID.
    7.3
    The Customer shall be responsible for correcting rejected Documents and resubmitting the same to the Service. Charges will still apply for any such Documents rejected by O-RID.
    7.4
    Without prejudice to the generality of clause [7.2], O-RID may refuse to process the Documents or any part thereof until such time that the Customer provides to O-RID’s satisfaction, documentary proof of the Customer’s rights to use, deal in, reproduce, distribute, communicate to the public and/or modify, the Documents, as may be required by O-RID from time to time.
    7.5
    Upon the request of any government authorities, a court order or the legitimate request of the copyright owner of any of the Documents (O-RID shall have absolute discretion in determining whether a request is indeed from a copyright owner and whether such request is legitimate), the Customer agrees that O-RID may at O-RID’s absolute discretion :
    a)
    remove any of the Customer’s Documents from the Internet Data Centre and/or the Service; and/or
    b)
    disclose the Customer’s identity, contact details and the Documents including the contents thereof to the requesting party (as well as provide copies of such Documents to the requesting party).
  8. INTELLECTUAL PROPERTY RIGHTS AND WARRANTIES
    8.1
    The Customer acknowledges that all Intellectual Property Rights in the software (including the Software) and technology comprised in the Service are retained exclusively by O-RID and/or their rightful owner(s) and the Customer shall not do or permit any act which is directly or indirectly likely to prejudice the rights, title or interest of the said rightful owner(s) in and to any of the aforesaid. Without prejudice to the generality of the foregoing, the Customer shall not use in any way and shall not reproduce any trademarks that is associated with the Service or that the Customer has sight of when using the Service, without the prior written consent of O-RID.
    8.2
    Except as expressly provided in these General Terms & Conditions, all express and implied warranties or conditions, statutory or otherwise as to completeness, accuracy, sufficiency, quality or fitness of the Service for any purpose or any business whatsoever, whether known to O-RID, are hereby excluded, and the Service is provided on an “as is” and ‘as available’ basis. In addition, O-RID does not represent or warrant that the use or application of the Service by the Customer will not constitute an infringement or misuse of any Intellectual Property Rights.
    8.3
    The Customer agrees to assume all risks arising out of or relating to its use of the Service. Notwithstanding anything that may be to the contrary, O-RID makes no warranty or guarantee of the maintenance of the confidentiality of the Documents (including the contents thereof) that the Customer may submit via the Service. O-RID further makes no warranty that any information, software or any material made available by O-RID via the Internet relating to the Service does not contain computer viruses and O-RID accepts no responsibility or liability whatsoever relating to the aforesaid.
    8.4
    The Customer agrees to be bound by and shall execute any end user licence agreements relating to any software or technology utilized in the Service that O-RID may from time to time require the Customer to agree to and execute for the purpose of the provision of the Service, failing which the Service shall be discontinued or suspended at the discretion of O-RID.
    8.5
    The Customer hereby grants to O-RID, its related corporations, affiliates and associated companies and O-RID's agents and subcontractors, a non-exclusive and worldwide licence to use, process, display, reproduce, store, publish, transmit, communicate to the public, adapt, modify, deal in, and to use in any other way whatsoever, the Documents or any part thereof.
    8.6
    The Customer shall ensure, and warrants and represents to O-RID that :
    a)
    all information, materials and Documents (including the contents thereof) that the Customer submits via the Service or that the Customer stores in the Internet Data Center shall not be defamatory of any party;
    b)
    the Documents do not infringe the rights of any party (including any Intellectual Property Rights of any third party throughout the world);
    c)
    it is the proprietor or authorized licensee of any and all Intellectual Property Rights (including copyright) in the Documents (including the contents thereof). The Customer further warrants that none of the Intellectual Property Rights in the Documents infringe the rights of any third party. In cases where the Customer is the licensee of any such Intellectual Property Rights in the Documents, the Customer warrants that it has a licence and has obtained the necessary consents to permit O-RID to deal in the aforesaid Intellectual Property Rights in any way conceiveable, in the course of, in connection with or for the purpose of, providing the Service to the Customer.
    d)
    the Customer is entitled to enter into the Contract, is able to perform its obligations under the Contract and to grant O-RID the rights (including the licence under clause [8.5]) under the Contract;
    e)
    the Customer has all the necessary consents, licences, permits and approval(s) from the relevant authorities, bodies, organizations or as required by applicable laws in order to perform its obligations under the Contract;
    f)
    the Documents (including the contents thereof) do not infringe any laws, statutes and regulations of any territory, including Singapore; and
    g)
    the Documents (including the contents thereof) do not : cause annoyance, embarrassment, distress, harassment, disturbance or nuisance of any kind whatsoever, or which is not in the public interest, or contain obscene, racially or ethnically objectionable material, or be offensive in any way;
    8.7
    The Customer undertakes :
    a)
    not to send or submit any materials or information or otherwise use the Service for a purpose, which under the laws, regulations or policies of Singapore, Japan, the country of the Customer, or under international conventions, codes, regulations or licences of such countries, would be prohibited;
    b)
    not to engage in unauthorised spamming or otherwise distribute material that is not in accordance with applicable law;
    c)
    not to cause O-RID to do anything that would amount to a contravention of the laws of Singapore, Japan, or international conventions, codes or regulations; and
    d)
    that in using the Service, the Customer will not do anything that will be unlawful or that will infringe the Intellectual Property Rights of any third party.
    8.8
    Without prejudice to the foregoing provisions and without limitation to O-RID’s rights under these General Terms and Conditions, at the request of O-RID, the Customer shall provide O-RID with all necessary documents evidencing the Customer’s rights to the Documents as warranted by the Customer hereinabove, to the satisfaction of O-RID within two (2) Working Days from the date of receipt of O-RID’s written notice requesting for the same, failing which O-RID shall be entitled to immediately suspend or terminate the Service.
  9. LIMITATION OF LIABILITY
    9.1
    The Customer acknowledges that the use of the Service presents the possibility of some human and machine errors, omissions, delays, and losses, including the inadvertent loss of data which may give rise to loss or damage suffered by the Customer, and the Customer agrees that it shall not hold O-RID liable in any way whatsoever for the said loss or damage.
    9.2
    To the extent permitted by law, O-RID shall not be liable to the Customer in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever and whatever the cause thereof, for any indirect, consequential, collateral, special or incidental loss or damage suffered or incurred by the Customer in connection with the Service whether during or after the term of the provision of the Service. For the purposes of these General Terms & Conditions, indirect or consequential loss or damage includes, without limitation, loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment including software, claims of third parties, and all associated and incidental costs and expenses.
    9.3
    Where O-RID’s liability is not expressly excluded under these General Terms & Conditions or under any applicable law, O-RID’s liability for direct damages to the Customer in contract, tort (including negligence) or otherwise whosoever and whatever the cause thereof, arising by reason of or in connection with the Service shall be up to a maximum aggregate amount not exceeding the Charges paid by the Customer to O-RID for the Service for a period of three (3) months preceding the event giving rise to the claim.
    9.4
    O-RID shall not be liable to the Customer for its failure to perform its obligations if, and to the extent that, such failure results from the Customer failing to perform any of its obligations under these General Terms & Conditions.
    9.5
    O-RID shall not be liable for all claims for libel, slander or infringement of copyright arising from the Documents or material transmitted or received in connection with the Service and all other claims arising out of any act or omission of the Customer in connection with the Service. In the event of any such claim, the Customer shall indemnify and keep indemnified O-RID in full in respect of such claim.
    9.6
    Nothing in these General Terms & Condition in any way excludes or restricts a Party’s liability for death or personal injury resulting from the negligence of that Party.
    9.7
    Notwithstanding anything that may be to the contrary, no action may be brought under the Contract by the Customer against O-RID more than one (1) year after the cause of action arose. For the avoidance of doubt, this limitation shall not apply to claims by O-RID against the Customer.
  10. INDEMNITY

    The Customer shall indemnify O-RID and its related corporations, affiliates and associated companies and hold O-RID and its related corporations, affiliates and associated companies harmless from and against any and all claims, liabilities, loss, costs, damages and expenses (including legal fees on a solicitor and client basis) incurred by or that may be incurred by O-RID and/or its related corporations, affiliates and associated companies as a result of any claims by any and all third parties howsoever arising from or in connection with :

    a)
    the Documents or any part thereof (including but not limited to any use or dealing by O-RID or its related corporations, affiliates and associated companies, and its agents or subcontractors, of the Documents);
    b)
    use of the Service by the Customer;
    c)
    the performance of O-RID's obligations under the Contract or performance of the Service;
    d)
    any act, omission or default (whether or not negligently) of any of the Customer's obligations under these General Terms & Conditions; or
    e)
    a breach by the Customer of any of the provisions in these General Terms & Conditions (including but not limited to a breach of any of the warranties or undertakings in clause [8].

    For the purposes of this clause, “claim” shall mean all demands, claims and liability (whether criminal or civil, in contract or tort or otherwise).

  11. FORCE MAJEURE
    11.1
    Force Majeure means anything outside the reasonable control of a Party (other than in respect of payment obligations), including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, power shortage or failure, server crashes, severance of the Internet submarine transmission cable under the sea that prevents or impedes the transmission of Customer submissions and data, emergency maintenance on the Service that is necessary to protect the Service in response to actual or reasonably anticipated acts or threats of terrorism (including internet terrorism involving but not limited to the release of new internet viruses and worms that are not in existence at the date of the Contract), deletion, corruption, loss or removal of data, transportation embargo, failure or delay in transportation, including without limitation where a Party ceases to be entitled to access the Internet or ceases to have access to the Internet for whatever reason, any act or omission (including laws, regulations, disapproval’s or failures to approve) of any government or government agency.
    11.2
    If a Party is wholly or partially precluded from complying with its obligations under the Contract by a Force Majeure event, then that Party’s obligation to perform in accordance with the Contract will be suspended for the duration of the Force Majeure event and that Party shall not be liable in any way whatsoever for its failure to perform for the duration of the Force Majeure event.
    11.3
    If such event continues for a period in excess of thirty (30) continuous Working Days, then the Party whose performance is not prevented by such Force Majeure event shall be entitled at its sole discretion to terminate the Contract forthwith on notice in writing.
    11.4
    Except as otherwise expressly set out herein, termination of the Contract as aforesaid shall be without prejudice to the rights or liabilities of the Parties that have accrued prior to the date of termination.
  12. TERMINATION
    12.1
    Either Party (“Terminating Party”) may terminate the Contract by providing written notice to the other Party where :
    a)
    The Terminating Party provides not less than one (1) month’s prior written notice to the other Party (i.e termination without cause); or
    b)
    The other Party breaches any of the terms and conditions of these General Terms & Conditions and the Terminating Party has given seven (7) days’ (for the avoidance of doubt, Saturdays, Sundays and public holidays shall be taken into consideration in the computation of the said 7 days) notice of such breach and the other Party has failed to rectify such breach within that time.
    12.2
    O-RID may terminate the Contract immediately by providing written notice to the Customer where :
    a)
    O-RID is of the opinion that the Service has been used by the Customer in any manner unacceptable to O-RID, and where O-RID has given seven (7) days’ (for the avoidance of doubt, Saturdays, Sundays and public holidays shall be taken into consideration in the computation of the said 7 days) notice of such breach and the Customer has failed to rectify such breach within that time;
    b)
    The Customer has outstanding Charges or any other monies due and payable to O-RID which remain unpaid, and where O-RID has given fourteen (14) days’ notice of such breach and the Customer has failed to rectify such breach within that time;
    c)
    O-RID is unable to provide the Service due to lack of reasonable operating capacity;
    d)
    The Customer has been adjudged bankrupt or if a receiving order has been made against it, or if the Customer is insolvent or is in liquidation (whether voluntary or compulsory) or if the Customer has made compositions or arrangements with, or assignment for the benefit of, its creditors;
    e)
    The Customer, in the case of a corporation, has a winding-up petition presented against it, or has a receiver or a receiver and manager or a judicial manager appointed;
    f)
    The Customer, in the case of a corporation, has in O-RID’s reasonable opinion, ceased to carry on business;
    g)
    The continued operation of the Service would in the opinion of O-RID (at its absolute discretion) be unlawful or be commercially non-viable to O-RID;
    h)
    In O-RID’s reasonable opinion, the Customer attempted to use, is likely to use or has used the Service (whether with or without the authorisation and/or permission of O-RID) in contravention of any law; or
    i)
    Any material information provided or representation made by the Customer to O-RID is untrue, misleading or inaccurate and has an adverse material impact on O-RID in relation to its provision of the Service.
    12.3
    In the event that any governmental or regulatory authorities directs or instructs or gives guidance that O-RID should cease the Service or the Service would cause O-RID to be in breach of any laws or regulatory requirements or guidance to which it is subject, O-RID shall be entitled to immediately terminate the Contract forthwith without entitling the Customer to receive any compensation in respect of the termination.
    12.4
    O-RID reserves the right to immediately suspend the Service and/or terminate the Contract if O-RID is unable to provide the Service or is unable to continue providing the Service due to a termination of the underlying licence or agreement permitting O-RID to use the software or system through which the Service is to be provided. O-RID shall not be liable to the Customer whatsoever and the Customer shall not be entitled to receive any compensation from O-RID, arising from such immediate termination.
    12.5
    Regardless of termination of the Contract for any reason, the Customer shall remain obligated to pay O-RID all Charges and any other sums that have accrued or are otherwise owed by the Customer to O-RID up to the date of termination.
    12.6
    In the event of termination of the Contract due to any cause :
    a)
    the Customer acknowledges that O-RID will upon termination of the Contract immediately cease the Service and O-RID may at its absolute discretion delete all of the information stored by the Customer on the Service and/or the Documents;
    b)
    the Customer shall immediately cease all use of and access to the Service upon the date of termination of the Contract; and
    c)
    notwithstanding anything that may be to the contrary, the Customer shall from the date of termination of the Contract, cease submission of any new Documents via the Service and cease the use of the Service.
    12.7
    Unless otherwise expressly stated, any termination by either Party of the Contract shall be without prejudice to any other rights or liabilities of either Party accrued prior to and including the date of termination.
    12.8
    Any termination or suspension of the Service by O-RID for whatever reasons shall not entitle the Customer to receive any compensation in respect of the termination.
    12.9
    Any termination of the Contract (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. Without limiting the generality of the foregoing, clauses [8.1 to 8.3, 8.5 to 8.7, 9, 10, 12.5, 12.7 to 12.9, 14 and 15.8] shall survive termination of the Contract.
  13. NOTICES
    13.1
    All notices, demands or other communications required or permitted to be given or made under or in connection with the Contract shall be in writing and shall be sufficiently given or made if :
    a)
    if delivered by hand;
    b)
    sent by pre-paid registered post; or
    c)
    sent by legible facsimile transmission or by email (provided that there has been successful transmission); or
    d)
    notified to the other Party via the Service and/or via O-RID's website.

    addressed to the intended recipient at its address or facsimile number or email address as may be notified to the other Party in writing from time to time.

    13.2
    Any such notice, demand, court process or communication shall be deemed to have been duly served if it is (i) delivered by hand or sent by pre-paid registered post, at the time of delivery; or (ii) if made by successfully transmitted facsimile or email transmission, at the time of dispatch; or (iii) if posted by O-Rid on its website for the Service, at the time of posting.
  14. GOVERNING LAW AND DISPUTE RESOLUTION
    14.1
    The Contract shall be subject to and construed in accordance with the laws of the Republic of Singapore and the Parties hereby submit to the exclusive jurisdiction of the Singapore courts.
    14.2
    This Contract is made in accordance with the law of Republic of Singapore. Even if this Contract is translated into　other languages, it doesn't influence this Contract.
  15. MISCELLANEOUS
    15.1
    If any of the provisions of the Contract becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
    15.2
    O-RID has the right to assign or transfer all or part of its rights, benefits and/or obligations under the Contract.
    15.3
    O-RID has the right to enter into any sub-contract for the performance of any of its obligations under the Contract without prior consent of the Customer.
    15.4
    A person who is not a Party to the Contract has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any term of the Contract.
    15.5
    The relationship of the Parties shall be solely that of independent contractors. Nothing in this contract shall be deemed to constitute, create or give effect to or otherwise recognise a joint venture, partnership or formal business entity of any kind, and the rights and obligations of the Parties shall be limited to those expressly set forth herein. Nothing herein contained shall be construed as authorising either Party to act as an agent or representative of the other Party.
    15.6
    The Contract (as may be amended from time to time pursuant to the terms hereof) shall constitute the entire understanding between the Parties hereto concerning the provision of the Service and supersedes and replaces any prior agreements and negotiations related to the subject matter herein.
    15.7
    O-RID reserves the right to amend or supplement these General Terms & Conditions from time to time, and the Customer shall be bound to observe and comply with any such amendments or supplements to these General Terms & Conditions upon their publication by O-RID (whether by posting on O-RID’s website or otherwise).
    15.8
    The Customer hereby affirmatively consents to and authorises the use by O-RID in any manner and for any purpose whatsoever or to disclose to any person, any Customer Information, including for the purposes of the sending of commercial messages to the Customer by O-RID and/or its partners. The provisions of this clause shall constitute a consent of the Customer for the purpose of the provisions of the Spam Control Act (Cap. 311A).
2010/07/06 (Original Document created)
2010/07/07 (Document Update)
2010/10/08 (Document Update)
2010/11/01 (Document Update)
2011/01/12 (Document Update)
2011/07/01 (Document Update)

O-RID GLOBAL BPO PTE. LTD.
President/CEO Masahiro Miura