Terms of Use

Welcome to https://www.sharpa.com/. Please read these terms and conditions carefully. The following Terms of Use govern your use and access of the Platform (as defined below), Content (as defined below), and Services (as defined below). By accessing the Platform and/or using the Content and/or Services, you agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this Platform or the Services.

1.General use of the Content, Services and/or access of Platform

1.1 Guidelines to the use of Platform and/or Services: You agree to comply with the following when accessing and/or using the Platform, Content and/or Services: 

1.1.1 any and all the guidelines, directions, notices, operating rules and policies and instructions pertaining to the use of the Content, Services and/or access to the Platform, as well as any amendments to the aforementioned, issued by us, from time to time; and 

1.1.2 applicable laws. 

We reserve the right to revise these guidelines, directions, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.

1.2 Restricted activities: You agree and undertake not to do or attempt to do the following: 

1.2.1 impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity; 

1.2.2 use the Platform or Services for illegal purposes;

1.2.3 commercialise the Platform, Content and/or Services, including renting, selling, leasing, distributing or directly or indirectly charging others for use of the Platform, Content and/or Services;

1.2.4 gain unauthorised access to password-protected and/or secure areas of the Platform and/or to any other protected information, through any means not intentionally made available by us for your specific use;

1.2.5 attempt to gain unauthorised access to or otherwise interfere or disrupt other computer systems or networks connected to the Platform, Content and/or Services;

1.2.6 interfere with another’s utilisation and enjoyment of the Platform, Content and/or Services;

1.2.7 use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Platform’s data or damage or interfere with the operation of another user’s computer or mobile device or the Platform or Services; and

1.2.8 use the Platform or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards or any other applicable laws and regulations. 

1.3 Availability of Platform, Content and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform, Content and/or Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Platform or any part of the Content and/or Services.

1.4 Privacy Policy: Your use of the Services and/or access to the Platform is also subject to the Privacy Policy as set out at [Privacy Policy]. By continuing to use the Platform or submitting any personal data through the enquiry form, you acknowledge that you have read and agree to the Privacy Policy and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy. 

1.5 Additional terms: In addition to these Terms of Use, the use of specific aspects of the Content and Services, more comprehensive or updated versions of the Content offered by us or our designated sub-contractors, may be subject to additional terms and conditions, which will apply in full force and effect. 

1.6 Product description: While we endeavour to provide an accurate description of our products (including SharpaWave), we do not warrant that such description is accurate, current or free from error. If you wish to receive more information about our products or speak to one of our sales representatives, please contact us using the enquiry form at Contact. 

1.7 Contact details: If you have any question about these Terms of Use, the Platform, Content and/or Services, please contact us using the enquiry form at Contact. 

2.Intellectual Property

2.1 Ownership: The Intellectual Property Rights in and to the Platform, Content and/or Services are owned, licensed to or controlled by us, our licensors or our service providers. 

2.2 Restricted use: No part or parts of the Platform, Content and/or Services may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 2.3, permission will only be granted to you to download, print or use the Content for personal and non-commercial uses, provided that you do not modify the Content and that you retain all proprietary notices contained in the Content. 

2.3 Trade Marks: The Trade Marks are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use (including as a metatag or as a “hot” link to any other website) any Trade Marks that appear on or are displayed in connection with the Platform, Content and/or Services, without our written permission or any other applicable trademark owner. 

3.Limitation of liability

3.1 No representations or warranties: The Platform, Content and Services are provided on an “as is” and “as available” basis. All data and/or information contained in the Platform, Content or Services are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform, Content or Services. Without prejudice to the generality of the foregoing, we do not warrant: 

3.1.1 the accuracy, correctness, effectiveness, currency, timeliness, reliability, availability, adequacy, commercial value or completeness of all data and/or information contained in the Platform, Content or Services; 

3.1.2 that the Platform, Content or any of the Services will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected; 

3.1.3 that the Platform, Content or Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros; and 

3.1.4 the security of any information transmitted by you or to you through the Platform or the Services, and you accept the risk that any information transmitted or received through the Platform or the Services may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet. 

3.2 Exclusion of liability: We shall not be liable to you or any third party for any and all Losses whatsoever or howsoever caused (regardless of the form of action) including any direct or indirect, special or consequential damage, loss of income, revenue or profit, lost or damaged data, or damage to your device, software or any other property, whether arising directly or indirectly in connection with:

3.2.1 any access, use and/or inability to use the Platform, Content and/or Services; 

3.2.2 reliance on any Content, data or information provided, downloaded or otherwise made available through the Platform. You should not act on such Content, data or information without first independently verifying its contents; 

3.2.3 any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and 

3.2.4 any use of or access to any other website or webpage linked to the Platform, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

3.3 At your own risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Platform is entirely at your own risk and we shall not be liable therefor. 

4.Indemnification 

4.1 You agree to defend, and hold harmless Sharpa, its officers, directors, employees, agents, and licensors from and against any and all claims, losses, liabilities, damages, costs, or expenses (including any and all Losses, liabilities and damages, related to such claim) arising out of (i) your negligent, unlawful, fraudulent or reckless conduct, or your wilful misconduct; (ii) your breach of any applicable laws as may be applicable in respect of your access and use of the Platform, Content and/or Services.

5.Hyperlinks

5.1 For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk. 

6.Termination

6.1 In our sole and absolute discretion, we may (i) discontinue or terminate the Platform, Content and/or Services (or any part thereof) for any reason whatsoever (including a breach of any of these Terms of Use), whereupon these Terms of Use shall also terminate. Notice may be given by posting the discontinuance or termination on the Platform or through such other means as we may deem appropriate.

6.2 Upon termination of these Terms of Use for any reason all rights and/or licences granted to you under these shall immediately cease and terminate and you must immediately cease all access and use of the Platform, Content and Services. Any termination of these Terms of Use for any reason shall not affect any of our rights accrued prior to termination, and your obligations under any provisions of these Terms of Use which are meant to survive the termination. 

7.General

7.1 Notice: Any notice that we intend to give to you may be posted on the Platform or sent to any contact information you may have provided us with. You are deemed to have received notice of the same upon us posting on the Platform or sending such notice to you.

7.2 Cumulative rights and remedies: Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms of Use or at law or in equity) operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.  

7.3 No waiver: Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use. 

7.4 Severability: If at any time any provision of these Terms of Use shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms of Use shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms of Use.

7.5 Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act, 2001 or any similar legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use. 

7.6 Governing law: Use of the Platform, Content and/or Services and these Terms of Use shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of the Singapore courts.  

7.7 Injunctive relief: We may seek immediate injunctive relief if we make a good faith determination that a breach or non-performance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy. 

7.8 Amendments: 

7.8.1 We reserve the right to change, modify or supplement these Terms of Use at our discretion and at any time, by posting the changed, modified or supplemented Terms of Use on the Platform or through such other means as we may deem appropriate. 

7.8.2 Your continued access and/or use of the Platform following the posting of any change, modification or supplement will constitute your acceptance of such change, modification or supplement. If you do not agree to any changes, modifications or supplements to these Terms of Use, please do not access or use the Platform or the Services. Notwithstanding Clause 7.5, our right to vary these Terms in the manner aforesaid may be exercised without the consent of any person who is not a party to these Terms of Use. 

7.9 Language: In the event that these Terms of Use is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms of Use shall govern and shall take precedence over the Foreign Language Version.

7.10 Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

7.11 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Platform, Content and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate. 

7.12 Assignment: You may not assign your rights under these Terms of Use. We may assign, novate, transfer, or sub-contract the rights and liabilities in respect of the Platform, Content, Services or these Terms of Use without notifying you, without your consent, and without further reference to you. 

7.13 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform, Content and/or Services if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control. 

8.Interpretation

8.1 In these Terms of Use, unless otherwise defined or unless the context otherwise suggests, when the following words and phrases are used, they will have the following meanings: 

8.1.1 “Content” means any and all information, functionalities or content, including the information, text, code, scripts, webpages, images, photographs, links, sounds, music, graphics, video, graphical user interface, forms, diagrams software, applications and other content or materials displayed or made available on the Platform and the functionalities or services provided on the Platform; 

8.1.2 “Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights; 

8.1.3 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not;

8.1.4 “Personal Data” means data, whether true or not, about an individual who can be identified from that data; or from that data and other information to which the organisation has or is likely to have access;

8.1.5 “Platform” means both the web and mobile versions of the website operated and/or owned by Sharpa which is presently located at the following URL: https://www.sharpa.com/

8.1.6 “Services” means services, information and functions made available by us at the Platform;

8.1.7 “Sharpa”, “we”, “our” and “us” refer to SHARPA PTE. LTD., a company incorporated pursuant to the laws of Singapore under registration number [202550338G] and having its registered address at [11 BEACH ROAD, #03-01, CRASCO BUILDING, Singapore 189675], and shall include any of its subsidiaries, affiliates, associated companies and jointly controlled entities; 

8.1.8 “Trade Marks” means the trade marks, service marks, trade names and logos used and displayed on the Platform and the Content, whether registered or not; and 

8.1.9 “you” and “your” refers to any person who accesses or uses the Platform, Content and/or Services. 

8.2 Unless the contrary intention appears in these Terms of Use —  

8.2.1 headings are inserted for convenience only and do not affect the interpretation of these Terms of Use;

8.2.2 words importing the singular include the plural and vice versa;

8.2.3 references to persons are to be construed as references to an individual or a body corporate as the context requires;

8.2.4 the words, “include”, “includes”, and “including” are to be read as if they are followed by the phrase “without limitation”; 

8.2.5 unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months;

8.2.6 any reference to “Platform” includes a reference to “part of the Platform”, any reference to “Content” includes a reference to “part of the Content” and “Services” includes a reference to “part of the Services”; and   

8.2.7any reference to any Act of Parliament includes any amendment, replacement or re-enactment to that Act and includes any subsidiary legislation made under that Act.

8.3 In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of Sharpa and the provision which is more favourable to Sharpa shall prevail.