Terms & Conditions of Sale
LAST UPDATE: 10/02/2017
- Definitions & Interpretation
Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms & Conditions of Sale.
- Purchase of Products
2.1 Customer’s compliance: The Customer agrees to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by PLAYe (whether as part of use of the Platform or in relation to the purchase of Products, and/or/on behalf of Seller), from time to time. PLAYe reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and the Customer is deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.
2.2 Product description: PLAYe or Seller endeavours to provide an accurate description of the Products. However, neither PLAYe nor Seller warrants that such description is accurate, current or free from error. In the event that the Product the Customer receives is of a fundamentally different nature from the Product as described on the Platform and which the Customer has ordered, Clause 6 of these Terms & Conditions of Sale shall apply.
2.3 Sellers: Products are sold by “Sellers”, which may include PLAYe or parties other than PLAYe. Parties other than PLAYe are hereinafter referred to as “Third Party Vendors”. Where a particular Product is listed for sale on the Platform by a Third Party Vendor, additional terms may apply to the sale of that Product. Products sold to the Customer by Sellers will be governed by individual Customer Contracts (more details below in Clause 2.6) which:
2.3.1 for Products sold by Third Party Vendors, shall be agreements entered into directly and only between the Third Party Vendor and the Customer; and
2.3.2 for Products sold by PLAYe, shall be agreements entered into directly and only between PLAYe and the Customer.
2.4 Placing the Customer’s Order: The Customer may place an Order by completing the Order form on the Platform and clicking on the “Buy” button. Seller will not accept Orders placed in any other manner. The Customer shall be responsible for ensuring the accuracy of the Order.
2.5 Orders are irrevocable and unconditional: All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller shall be entitled (but not obliged) to process such Order(s) without the Customer’s further consent. Nevertheless, in certain circumstances as stated in Clause 8, the Customer may request to cancel or amend the Order which Seller will endeavour to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order.
2.6 Seller’s reservation of rights in respect of Orders: All Orders shall be subject to Seller’s acceptance in its sole discretion and each Order accepted by Seller (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. The Customer acknowledges and agrees that unless and until the Customer receives a notice from Seller accepting the Customer’s Order, Seller shall not be party to any legally binding agreements or promises made between Seller and the Customer for the sale or other dealings with the Product(s) and accordingly Seller shall not be liable for any Losses which may be incurred as a result. For the avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion.
2.7 Actions by Seller in the event of pricing error:
2.7.1 Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract, in the event that a Product has been mispriced on the Platform, in which event PLAYe and/or Seller shall notify the Customer of such termination by giving three Business Days’ notice. PLAYe and/or Seller shall have such right to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to the Customer.
2.7.2 PLAYe Price Guarantee: In the event that excess monies are paid due to a Product being mispriced on the Platform, PLAYe and/or Seller reserves the right to refund the excess amount into the Customer’s PLAYe Wallet (governed by the Wallet Balance Terms of Service found at http://play-e.com/wallet-termsofuse/). PLAYe and/or Seller shall duly notify the Customer about the refund within fourteen days from the date that the pricing error was identified.
2.8 Customer’s acknowledgement: The Customer acknowledges and warrants that the Customer has not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by either PLAYe or Seller. The Customer also acknowledges and agrees that the exclusion of warranties, exclusion of liability and exclusion of remedies in these Terms & Conditions of Sale and Customer Contracts allocate risks between the parties and permit Seller to provide the Products at lower fees or prices than Seller otherwise could and the Customer agrees that such exclusions on liability are reasonable.
2.9 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.8 and to the maximum extent permitted under applicable law:
2.9.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied, or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to PLAYe and/or Seller;
2.9.2 PLAYe and/or Seller binds itself only to deliver Products in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of Seller's opinion in that behalf. Neither PLAYe nor Seller gives any warranty as to the quality, state, condition or fitness of the Products;
2.9.3 Neither PLAYe nor Third Party Vendor shall be liable for any of the following measures and actions taken by the Customer or third parties and the consequences thereof: improper remedy of defects, alteration of the Products without the prior agreement of PLAYe or Third Party Vendor, addition and insertion of parts, in particular of spare parts which do not come from PLAYe and/or Third Party Vendor;
2.9.4 Neither PLAYe nor Third Party Vendor shall be liable in respect of any defect arising from unsuitable or improper use, defective installation or commissioning by the Customer or third parties, fair wear and tear, wilful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating materials and replacement materials, poor work, unsuitable foundation, chemical, electrotechnical / electronic or electric influences, the Customer or third parties’ failure to follow PLAYe and/or Third Party Vendor’s instructions (whether oral or in writing), misuse or alteration or repair of the Products without PLAYe and/or Third Party Vendor’s approval;
2.9.5 Neither PLAYe nor Third Party Vendor shall be liable for any Losses suffered by any third party whether directly or indirectly caused by repairs or remedial work carried out without PLAYe and/or Third Party Vendor’s prior written approval and the Customer shall indemnify PLAYe and/or Third Party Vendor against all Losses arising out of such claims;
2.9.6 Neither PLAYe nor Third Party Vendor shall be liable under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid by Customer in cleared funds by the due date for payment; and
2.9.7 Neither PLAYe nor Third Party Vendor shall be liable whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, if any.
2.10A For the avoidance of doubt, nothing in this Clause excludes, restricts or modifies any condition, warranty, right or liability implied into these terms and conditions (including any condition, warranty, right or liability imposed by the Unfair Contracts Terms Act (Cap. 396) or the Sale of Goods Act (Cap. 393)) where to do so is illegal or would render any provision hereof void.
2.10 Intellectual Property:
2.10.1 Unless the prior written consent of PLAYe has been obtained, the Customer shall not remove or alter the Trademarks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products.
2.10.2 Where software applications, drivers or other computer programmes and/or all other design details, technical handbooks or manuals, drawing or other data (all collectively referred to as “Product Materials”) are supplied to the Customer by PLAYe and/or Seller in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of licence or use (such as enduser licences, restrictions or conditions of use) as may be prescribed by Seller and/or its licensors and must not be used other than strictly in accordance with such terms and conditions.
2.10.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of PLAYe, Seller and/or its licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of PLAYe, Seller and/or its licensors (as may be applicable). Unless otherwise expressly provided in the Order or the prior written consent of PLAYe has been obtained, the Customer undertakes to return the Product Materials and/or any copies thereof upon PLAYe’s request.
2.11 Personal Data:
- Delivery of Products
3.1 Address: Delivery of the Products shall be made to the address or email address the Customer specifies in the Customer’s Order either by PLAYe or by Seller (or its agents) on behalf of PLAYe and/or Seller.
3.2 Delivery & packing charges: Delivery and packing charges shall be as set out in the Order.
3.3 Delivery timeframe: The Customer acknowledges that delivery of the Products is subject to availability of the Products. PLAYe and/or Seller will make every reasonable effort to deliver the Product to the Customer within the delivery timeframe stated on the relevant page on which the Product is listed, but the Customer acknowledges that while stock information on the Platform is updated regularly, it is possible that in some instances a Product may become unavailable between updates. All delivery timeframes given are estimates only and delays can occur. If the delivery of the Customer’s Product is delayed PLAYe and/or Seller will inform the Customer accordingly via email and the Customer’s Product will be dispatched as soon as it becomes available to PLAYe and/or Seller. The time for delivery shall not be of the essence, and PLAYe and/or Seller (nor any of its agents) shall not be liable for any delay in delivery howsoever caused.
3.4 Deemed receipt: In the event the Customer does not receive the Product (physical products only) by the projected delivery date and provided that the Customer inform PLAYe and/or Seller within 3 Business Days immediately from such projected delivery date, Seller will try, to the best of Seller’s ability, to locate and deliver the Product (physical products only). If PLAYe and/or Seller does not hear from the Customer within 3 Business Days from such projected delivery date, the Customer shall be deemed to have received the Product.
3.5 Compensation from PLAYe: If there is a delay in delivery of the Products, PLAYe may in its sole discretion offer compensation to the Customer. Customer acknowledges and agrees that the compensation offered by PLAYe shall be the sole and exclusive remedy of the Customer and upon the acceptance of such compensation by the Customer, the Customer shall have no further claim against PLAYe and/or Seller.
3.6 Customer’s failure to take delivery: If the Customer fails to take delivery of the Products or provide inaccurate delivery information (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of PLAYe and/or Seller’s fault) then without prejudice to any other right or remedy available to PLAYe and/or Seller, PLAYe and/or Seller may terminate the Customer Contract.
3.7 The Customer can view a copy of PLAYe’s shipping policy by clicking here http://play-e.com/policies/. Our shipping policy is incorporated by reference into these Terms & Conditions of Sale.
- Prices of Products
4.1 Listing Price: The price of the Products payable by a Customer shall be the Listing Price at the time at which the Order placed by the Customer is transmitted to Seller (through the Platform).
4.2 Taxes: All Listing Prices are inclusive of GST (Goods & Services Tax), unless otherwise stated. PLAYe and/or Seller reserves the right to amend the Listing Prices at any time without giving any reason or prior notice.
5.1 General: The Customer may pay for the Product using any of the payment methods prescribed by PLAYe and/or Seller from time to time. When the Customer places an Order, actual payment will be only charged upon PLAYe and/or Seller’s acceptance of the Customer’s Order and formation of a Customer Contract. All payments shall be made to PLAYe, either accepting payment in its own right or as Seller’s agent (where Seller is a Third Party Vendor). The Customer acknowledges that PLAYe is entitled to collect payments from the Customer on behalf of Third Party Vendors.
5.2 Additional terms: The payment methods may be subject to additional terms as prescribed by PLAYe from time to time.
5.3 Payment methods: The Customer agrees that the Customer is subject to the applicable user agreement of Customer’s chosen payment method. Customer may not claim against PLAYe, Seller or any of its agents, for any failure, disruption or error in connection with the Customer’s chosen payment method. PLAYe reserves the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to the Customer or giving any reason.
5.4 Payment by Voucher: Without prejudice to the foregoing Clause 5.3, if the Customer uses a Voucher to make payment, the Voucher Terms & Conditions as set out at http://play-e.com/vouchercodes-termsofuse/ would apply.
5.5 Invoicing: Seller may invoice the Customer upon the due date of any payment under a Customer Contract.
5.6 Failure to pay: If the Customer fails to make any payment pursuant to the terms and conditions of the payment method elected or payment is cancelled for any reason whatsoever, then without prejudice to any other right or remedy available to PLAYe and/or Seller, PLAYe and/or Seller shall be entitled to cancel the Customer Contract or suspend delivery of the Products until payment is made in full.
5.7 Refund of Payment:
(a) All refunds shall be made via the original payment mechanism and to the person who made the original payment, except in exceptional cases where refunds will be made via bank transfer into the individual’s bank account provided that complete and accurate bank account details are provided to us.
(b) We offer no guarantee of any nature for the timeliness of the refunds reaching the Customer’s account. The processing of payment may take time and it is subject to the respective banks and/or payment provider internal processing timeline.
(c) All costs associated with the refund process imposed by the processing bank and/or payment provider shall be borne by us.
(d) All refunds are conditional upon our acceptance of a valid return of the Product.
(e) We reserve the right to modify the mechanism of processing refunds at any time without notice.
(f) The Customer can view a copy of PLAYe’s refund policy by clicking here http://play-e.com/policies/. Our refund policy is incorporated by reference into these Terms & Conditions of Sale.
(g) Pre-Orders - Payments made for pre-orders are non-refundable/non-transferrable.
6.1 Return Policy: All returns must be done in accordance with the instructions set out in the Return Policy at http://play-e.com/policies/. PLAYe and/or Seller is not obliged to agree to any return unless all such instructions are followed to PLAYe and/or Seller’s satisfaction. Should PLAYe and/or Seller agree to the return, PLAYe and/or Seller will make refunds of payment in accordance with Clause 5.7 above.
6.2 Permitted returns: Subject to Clause 6.1, within three days from the date of delivery of the Product, the Customer may return a Product when the Customer:
6.2.1 receives a product that is fundamentally different in nature from the Product specified in the Customer Contract; or
6.2.2 receives a faulty or damaged Product.
6.3 Repair, replacement or price reduction: As an alternative to returning faulty or damaged Products under Clause 6.2, a Customer may request for a repair or replacement of such Products. Such request shall be irrevocable upon notification of the request to PLAYe and/or Seller and the Customer may not later elect for a return under Clause 6.2 once the Customer has requested for a repair or replacement. Where the Products have not been repaired or replaced within a reasonable time, PLAYe may, at its sole discretion, grant to the Customer a reduction of the price in proportion to the reduced value of the Product(s), Upon a repair, replacement or price reduction being made as aforesaid, the Customer shall have no further claim against PLAYe and/or Seller.
6.4 Replacement Products: When PLAYe and/or Seller has provided replacement Products or given the Customer a refund, the nonconforming Products or parts thereof shall become PLAYe and/or Seller’s property and upon request such Products or parts thereof should be shipped back to PLAYe and/or Seller at Customer’s cost.
- Questions and complaints
If the Customer has any questions or complaints, please contact PLAYe via firstname.lastname@example.org. PLAYe will liaise with Sellers on the Customer’s questions and complaints.
8.1 Cancellation by Customer: The Customer may cancel the Customer Contract before PLAYe and/or Seller dispatches the Products under such Customer Contract by written notice to PLAYe at email@example.com. If the Products have already been dispatched, the Customer may not cancel the Customer Contract.
8.2 Cancellation by PLAYe and/or Seller: Without prejudice to any other right of termination elsewhere in these Terms & Conditions of Sale, Seller, or PLAYe acting on Seller’s behalf, may stop any Products in transit, suspend further deliveries to the Customer and/or terminate the Customer Contract with immediate effect by written notice to the Customer on or at any time after the occurrence of any of the following events:
8.2.1 the Products under the Customer Contract being unavailable for any reason;
8.2.2 the Customer being in breach of an obligation under the Customer Contract;
8.2.3 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Customer’s winding up or dissolution or the commencement of or any threat thereof of bankruptcy proceedings against the Customer;
8.2.4 the making of an administration order in relation to the Customer or the appointment of a receiver over or an encumbrancer taking possession of or selling any of the Customer’s assets; or
8.2.5 the Customer making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors.
8.3 Cancellations Policy: All order cancellations are subject to the terms set out in the Cancellations Policy at http://play-e.com/policies/.
- Risk and property of the Products
9.1 Risk of damage to or loss of the Products shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the Products, the time when PLAYe and/or Seller has tendered delivery of the Products.
9.2 Notwithstanding delivery and the passing of risk in the Products or any other provision of these Conditions the title in the Products shall not pass to the Customer until PLAYe has received in cash or cleared funds payment in full of the price of the Products and all other goods agreed to be sold by PLAYe and/or Seller to the Customer for which payment is then due.
9.3 Until such time as the title in the Products passes to the Customer, the Customer shall hold the Products as PLAYe's fiduciary agent and bailee and shall keep the Products separate from those of the Customer.
9.4 The Customer agrees with PLAYe that until such time as the title in the Products passes to the Customer, the Customer shall immediately notify PLAYe and/or Seller of any matter from time to time affecting PLAYe’s title to the Products and the Customer shall provide PLAYe and/or Seller with any information relating to the Products as PLAYe may require from time to time.
9.5 Until such time as the title in the Products passes to the Customer (and provided the Products are still in existence and have not been resold) PLAYe shall be entitled at any time to demand the Customer to deliver up the Products to PLAYe and in the event of noncompliance PLAYe reserves its right to take legal action against the Customer for the delivery up of the Products and also reserves its right to seek damages and all other costs including but not limited to legal fees against the Customer.
9.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property of PLAYe but if the Customer does so all moneys owing by the Customer to PLAYe shall (without prejudice to any other right or remedy of PLAYe) forthwith become due and payable.
9.7 If the provisions in this Condition 9 are not effective according to the law of the country in which the Products are located, the legal concept closest in nature to retention of title in that country shall be deemed to apply mutatis mutandis to give effect to the underlying intent expressed in this condition, and the Customer shall take all steps necessary to give effect to the same.
9.8 The Customer shall indemnify PLAYe and/or Seller against all Losses incurred by the Customer in connection with the assertion and enforcement of PLAYe's rights under this condition.
- LIMITATION OF LIABILITY
10.1 SOLE REMEDIES OF CUSTOMER: THE REMEDIES SET OUT IN CLAUSE 6 ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR NONCONFORMITY OF OR DEFECTS IN THE PRODUCTS.
10.2 MAXIMUM LIABILITY: NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS & CONDITIONS OF SALE, SELLER’S MAXIMUM CUMULATIVE LIABILITY TO THE CUSTOMER OR TO ANY OTHER PARTY FOR ALL LOSSES UNDER, ARISING OUT OF OR RELATING TO THE SALE OF PRODUCTS UNDER EACH CUSTOMER CONTRACT WILL NOT EXCEED THE SUMS THAT THE CUSTOMER HAS PAID TO SELLER UNDER SUCH CUSTOMER CONTRACT.
10.3 EXCLUSION OF LIABILITY: PLAYE INDEMNITEES SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSSES WHATSOEVER OR HOWSOEVER CAUSED (REGARDLESS OF THE FORM OF ACTION) ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH: (I) AMOUNTS DUE FROM OTHER USERS OF THE PLATFORM IN CONNECTION WITH THE PURCHASE OF ANY PRODUCT; (II) THE SALE OF THE PRODUCTS TO CUSTOMER, OR ITS USE OR RESALE BY CUSTOMER; AND (III) ANY DEFECT ARISING FROM FAIR WEAR AND TEAR, WILFUL DAMAGE, MISUSE, NEGLIGENCE, ACCIDENT, ABNORMAL STORAGE AND OR WORKING CONDITIONS, ALTERATION OR MODIFICATION OF THE PRODUCTS OR FAILURE TO COMPLY WITH SELLER’S INSTRUCTIONS ON THE USE OF THE PRODUCTS (WHETHER ORAL OR WRITTEN).
10.4 The foregoing exclusion of liability applies to all loss or damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties. Notwithstanding the foregoing, nothing in these Terms & Conditions of Sale is intended to exclude or limit any liability that may not by law be excluded or limited, nor in any way to exclude or limit PLAYe’s liability to Customer for death or personal injury resulting from PLAYe’s negligence or that of PLAYe’s employees or agents.
11.1 References to “PLAYe”: References to “PLAYe” in these Terms & Conditions of Sale apply both to PLAYe’s actions on its own behalf as Seller and/or as the operator of the Platform or as the agent of Third Party Vendors as Sellers in respect of each and every Customer Contract.
11.2 Right to subcontract: Third Party Vendors shall be entitled to delegate and/or subcontract any rights or obligations under these Terms & Conditions of Sale to only PLAYe or any of PLAYe’s designated service providers, subcontractors and/or agents.
11.3 Cumulative rights and remedies: Unless otherwise provided under these Terms & Conditions of Sale, the provisions of these Terms & Conditions of Sale and Seller’s rights and remedies under these Terms & Conditions of Sale are cumulative and are without prejudice and in addition to any rights or remedies Seller may have in law or in equity, and no exercise by Seller of any one right or remedy under these Terms & Conditions of Sale, or at law or in equity, shall (save to the extent, if any, provided expressly in these Terms & Conditions of Sale or at law or in equity) operate so as to hinder or prevent Seller’s exercise of any other such right or remedy as at law or in equity.
11.4 No waiver: Seller’s failure to enforce these Terms & Conditions of Sale shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms & Conditions of Sale. Seller would still be entitled to use its rights and remedies in any other situation where the Customer breaches these Terms & Conditions of Sale.
11.5 Severability: If at any time any provision of these Terms & Conditions of Sale shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms & Conditions of Sale 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 & Conditions of Sale.
11.6 Rights of third parties: A person or entity who is not a party to these Terms & Conditions of Sale shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any similar legislation in any jurisdiction to enforce any term of these Terms & Conditions of Sale, 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 & Conditions of Sale.
11.7 Governing law: These Terms & Conditions of Sale shall be governed by, and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.
11.8 Injunctive relief: Seller may seek immediate injunctive relief if Seller makes a good faith determination that a breach or nonperformance is such that a temporary restraining order or other immediate injunctive relief is the only appropriate or adequate remedy.
11.9 Amendments: Seller may by notice issued jointly with PLAYe through the Platform or by such other method of notification as Seller may designate solely through PLAYe (which may include notification by way of email), vary the terms and conditions of these Terms & Conditions of Sale, such variation to take effect on the date Seller specifies through the above means. If the Customer uses the Platform or the Services after such date, the Customer is deemed to have accepted such variation. If the Customer does not accept the variation, the Customer must stop access or using the Platform and the Services and terminate these Terms & Conditions of Sale. Seller’s right to vary these Terms & Conditions of Sale in the manner aforesaid will be exercised with the joint involvement of PLAYe (either via the Platform or such other means as PLAYe prescribes) and subject to the foregoing, may be exercised without the consent of any person or entity who is not a party to these Terms & Conditions of Sale. The version of Terms & Conditions of Sale applicable to any particular Order is the latest version in force.
11.10 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on Seller’s part shall be subject to correction without any liability on Seller’s part.
11.11 Currency: Money references under these Terms & Conditions of Sale shall be in Singapore Dollars.
11.12 Language: In the event that these Terms & Conditions of Sale is executed or translated in any language other than English (“Foreign Language Version”), the English language version of these Terms & Conditions of Sale shall govern and shall take precedence over the Foreign Language Version.
11.13 Entire agreement: These Terms & Conditions of Sale shall constitute the entire agreement between the Customer and Seller 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.
11.14 Binding and conclusive: The Customer acknowledges and agrees that any records (including records of any telephone conversations relating to the Services, if any) maintained by Seller or its service providers relating to or in connection with the Platform and Services shall be binding and conclusive on the Customer for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between Seller and the Customer. The Customer hereby agrees that all such records are admissible in evidence and that the Customer shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and the Customer hereby waive any of Customer’s rights, if any, to so object.
11.15 Subcontracting and delegation: PLAYe reserves the right to delegate or subcontract the performance of any of its functions in connection with the performance of its obligations under these Terms & Conditions of Sale and reserves the right to use any service providers, subcontractors and/or agents on such terms as PLAYe deems appropriate.
11.16 Assignment: The Customer may not assign Customer’s rights under these Terms & Conditions of Sale without Seller’s prior written consent. Seller may assign its rights under these Terms & Conditions of Sale to any third party.
11.17 Force Majeure: Neither PLAYe nor Seller shall be liable for nonperformance, error, interruption or delay in the performance of its obligations under these Terms & Conditions of Sale (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Platform's and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond PLAYe’s or Seller’s reasonable control.
Definitions and Interpretation
1.1 “Business Day” means a day (excluding Saturdays and Sundays) on which banks generally are open for business in Singapore.
1.2 “Customer” means an authorised user of the Platform and/or the Services who is an individual over the age of 18 or otherwise under the supervision of a parent or legal guardian.
1.3 “Customer Contract” shall be as defined in Clause 2.6.
1.4 “Intellectual Property” 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.
1.5 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.6 “Losses” means all losses, settlement sums, costs (including legal fees and expenses on a solicitorclient basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.7 “Order” means Customer’s order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.8 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate Customer. Personal Data can include Customer’s name, email address, billing address, shipping address, phone number and credit card information.
1.9 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by PLAYe which is presently located at the following URL: playe.com, as may be updated or amended from time to time; and (b) the mobile applications made available from time to time by PLAYe, including the iOS and Android versions.
1.10 “PLAYe Indemnitees” means PLAYe, its parent company, subsidiaries and affiliates and all of its respective officers, employees, directors, agents, contractors and assigns.
1.11 “PLAYe” refers to PLAY-e Pte. Ltd., a company incorporated pursuant to the laws of Singapore under registration number 201523435W and having its registered address at 29 Tai Seng Avenue #01-01 Natural Cool Lifestyle Hub Singapore 534119.
1.12 “Product” means a physical product (including any installment of it or any parts thereof) and/or digital codes (used to access software/online content on other platforms) made available on the Platform for purchase by Customers.
1.13 “Product Warranty” means the period of time for which either PLAYe/Third Party Vendor guarantee that a Product purchased by the Customer meets the requirements of quality and fitness for purpose.
1.14 “Return Policy” means the return policy set out at http://play-e.com/policies/.
1.15 “Third Party Vendor” means a seller which, with PLAYe’s permission, uses the Platform and/or Services to sell Products to Customers, and excludes PLAYe.
1.16 “Seller” means a seller of Products as described in Clause 2.3, and includes a Third Party Vendor and PLAYe, where PLAYe is the seller of the Product.
1.17 “Services” means services, information and functions made available by Seller at the Platform.
1.18 “Terms & Conditions of Sale” means Clauses 1 to 11 and any Schedules to these terms and conditions.
1.20 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform.
1.21 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform.
1.22 “Voucher Terms & Conditions” are set out at http://play-e.com/vouchercodes-termsofuse/.
- Interpretation: Any reference in these Terms & Conditions of Sale to any provision of a statute shall be construed as a reference to that provision as amended, reenacted or extended at the relevant time. In these Terms & Conditions of Sale, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. 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. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms & Conditions of Sale. In the event of a conflict or inconsistency between any two or more provisions under these Terms & Conditions of Sale, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favour of PLAYe and the provision which is more favourable to PLAYe shall prevail.