OCTOROCKET GENERAL TERMS AND CONDITIONS

1. Acceptance of these Terms

1.1 These Terms, together with the Terms of Use and the Privacy Policy, govern the relationship and conduct between:

(a) you as the Customer or the Supplier as the case may be,

(b) the Counterparty (who is either the Customer or the Supplier as the case may be), and

(c) us.

1.2 By using the Octorocket Platform, you agree to these Terms.

2. Definitions and Interpretation

2.1 References to "we", "us" and "our" are to Octorocket Pte Ltd, trading as Octorocket.

2.2 In these Terms, unless the context otherwise requires, the following definitions shall apply:

"Applicable Law" means all applicable laws as the case may be.

"Chat Service" means the chat function maintained by us on the Octorocket Platform that is meant for communication between you and the Counterparty, and/or between you and us.

"Completion Date" means the agreed date by which the Order must be fulfilled and completed by Parties.

"Counterparty" means one of the following in a Transaction:

(a) The Customer, if the person in question is the Supplier; or
(b) The Supplier, if the person in question is the Customer.

"Customer" means a person who requests for Products through the Platform, whether by issuing his own Specifications or by selecting a Supplier's pre-existing offered Products.

"Customer's Information" means information from the Customer provided to the Supplier for the purposes of providing the Products, including such information as will enable the Supplier to deliver the Products.

"End User" means any individual or company that is using or is browsing, or has used or browsed the Octorocket Website.

"Intellectual Property Rights" means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world.

"Octorocket Platform" means the platform provided by us at the Octorocket Website.

"Octorocket Website" means our website available at www.Octorocket.asia.

"Order" means a transaction between Parties confirmed through the OctorocketPlatform, but for which the Supplier has yet to provide Products and the Customer has yet to make payment.

"Order Form" means the form to be filled up on the Octorocket Platform by the Customer or the Supplier as the case may be, complete with the necessary information required by the Counterparty.

"Parties" means both the Customer and the Supplier.

"Party" means the Customer, Supplier or us, as the case may be.

"Personalised Store Page" means the page(s) setting out information relating to a Supplier uploaded by the said Supplier that is made available on the Octorocket Platform.

"Privacy Policy" means the Octorocket Privacy Policy located on the Octorocket Website, as may be amended by us from time to time.

"Product(s)" means the product(s), together with any ancillary items or information necessary for their use, to be ultimately delivered or provided by the Supplier to the Customer.

"Request(s) for Quotation" means the request(s) by a Customer of Products, which may be tailored to his needs, for which Suppliers bid to fulfil.

"Specifications" means, in relation to the Products under these Terms, the description of the price, quantity, delivery details of and any other relevant term for theProducts to be agreed between the Customer and the Supplier, and set out in the Order Form.

"Sub-vendor" means any person (other than the relevant Supplier) who agrees to provide Products for the benefit of the Customer in relation or arising from this Agreement, and is carrying out the said provision of Products on behalf of the Supplier for the purposes of fulfilling an Order.

"Supplier" means any person who agrees to provide Products to the Customer by using the Octorocket Platform to communicate with the Customer.

"Terms" means these OctorocketGeneral Terms and Conditions, as may be amended by us from time to time.

"Terms of Use" means the terms of use governing the use of the Octorocket Platform and the Octorocket Website, accessible atthe Octorocket Website or at any other webpage as we may provide for on the Octorocket Website, as may be amended by us from time to time.

"Territories" means jurisdictions, countries and/or territories (as the case may be).

2.3 In these Terms, unless the context otherwise requires:

(a) a reference to any statute or statutory provision is a reference to the statute or statutory provision in force as amended or re-enacted at the date of these Terms, and includes all subsidiary legislation under that statute or statutory provision;

(b) a reference to persons includes natural persons, corporate bodies, and unincorporated associations, whether or not they possess separate legal personality;

(c) a reference to a Party includes its personal representatives, heirs, successors, and assigns;

(d) a reference to the terms include, including, in particular, for example, and other like phrases shall be illustrative only and shall not be construed as having exhaustive effect;

(e) a reference to the singular is a reference also to the plural, and a reference to the masculine is also a reference to the feminine and to the gender-neutral “it”; and

(f) a reference to writing and its grammatically cognate expressions shall include a reference to email.

3. General

3.1 You agree that you are capable of complying with these Terms, and that you shall indemnify and hold harmless your Counterparty and us from any loss caused to it or us by your non-compliance with these Terms.

3.2 You warrant that you have the capacity to be bound by these Terms and to enter into Orders under these Terms. If you are a minor or otherwise legally disabled, you warrant that your parent or legal guardian is aware of your use of the Octorocket Platform, has consented to your use, and will be responsible for your use of the Octorocket Platform.

3.3 You agree that any records maintained by the Octorocket Platform of transactions shall be conclusive as to the matters contained within, and agree to waive any right to object to the admissibility or correctness of the records. Such records may include ratings by the Customer with respect to the Products provided, for which we disclaim any responsibility in ensuring that the ratings are provided malice-free and/or error-free.

3.4 You agree that upon your connection with the Counterparty and/or Sub-vendors (where applicable), or the access to the Counterparty's requirements or other information on the Octorocket Platform, you shall not procure with the Counterparty and/or Sub-vendors (where applicable) outside of the Octorocket Platform any Products which are in any way similar to the Products considered by you or the Counterparty and/or Sub-vendors (where applicable) on the Octorocket Platform.

3.5 You agree that in providing information to the Octorocket Platform, such information shall be accurate and you must update the Octorocket Platform of any changes in the information you have provided.

3.6 You agree that in the event of any inconsistency between these Terms and any other documents, including but not limited to the Specifications and Order Forms, these Terms shall prevail. You further agree that these Terms shall not be amended unless with the express written permission of Octorocket.

3.7 You further agree that any records in electronic form are admissible pursuant to the Electronic Transactions Act (Cap. 88), and will not contest the validity of such records solely on the basis of being in an electronic form.

3.8 By using and/or accessing the Octorocket Platform, you agree to these Terms, as updated from time to time on the Octorocket Website.

4. Some Customer-specific rights and obligations

4.1 As a Customer, you may agree for the purchase of a Product as follows:

(a) Post a Request for Quotationfor Products to the relevant Supplier;
(b) Negotiate with the Supplier on the Specifications;
(c) Once Specifications for the Products are agreed between the Customer and the Supplier, the Supplier will make a proposal to the Customer by way of an Order Form setting out the relevant Product Specifications; and
(d) The Customer chooses to accept the Order Form.

4.2 As a Customer, you have the responsibility to ensure that your Request for Quotationand Specifications are accurate. The Supplier and us shall not be liable for any loss caused by any inaccuracy in the Request for Quotation and/or Specifications.

4.3 As a Customer, you are wholly responsible for ensuring that your provided Specifications are correct and fit for your purpose, but you may ask the Supplier for assistance thereto if the request for such assistance is part of your Request for Quotation.

4.4 We do not guarantee the correctness of the description of the Products provided by Suppliers and will not be liable to you,theCustomer, for any loss caused by any inaccuracy in the Supplier's postings.

4.5 In addition to the other representations, warranties and undertakings by the Customer elsewhere in these Terms, the Customer further represents, warrants and undertakes that:

(a) it has the full power and authority to procure the Products and to grant the rights and undertake the obligations hereunder;
(b) it shall comply strictly with all Applicable Laws and regulations, including but not limited to all food safety and customs laws and regulations (where applicable to the Customer);
(c) it shall keep to its payment obligations confirmed under the Order as well as those agreed with us;
(d) it shall provide all necessary information and shall extend any necessary cooperation to the Supplier for the Supplier to fulfil its obligations under the Order and for the Supplier to deliver the Products; and
(e) it shall act reasonably in clarifying the Specifications, and in providing instructions to the Supplier, but only insofar as agreed between the Customer and the Supplier.

5. Some Supplier-specific rights and obligations

5.1 As a Supplier, you may sell your Productsas follows:

(a) Browse Requests for Quotationfrom Customeron the Octorocket Platform, respond toRequests for Quotationby submitting relevant proposals to the Customers behind the respective Requests for Quotationand confirming with the Customers the Specifications, and enter into an Order with the Customer behind a relevant Request for Quotation;
(b) Negotiate with the Customer on the Specifications;
(c) Once Specifications for the Products are agreed between the Customer and the Supplier, the Supplier will make a proposal to the Customer by way of an Order Form setting out the relevant Product Specifications; and
(e) The Customer chooses to accept the Order Form.

5.2 As a Supplier, you have the responsibility to ensure that your listed Products are accurate, including the descriptions of the Products and your desired prices.The Customer and us shall not be liable for any loss caused by any inaccuracy in your listed Products.

5.3 As a Supplier, you shall also state which Territories you are able to sell your Products in. You agree not to accept any Orders containing certain Products relating to particular Territories, or make any delivery of the said Products to these Territories, if you do not have the necessary rights, licences and/or documentation required to carry out the same.

5.4 Without prejudice to any other obligation of the Supplier, all Products being put up for sale on the Octorocket Platform by the Supplier must fall within certain approved categories set out by Octorocket on the Octorocket Platform. Such categories are subject to changes further to the exercise of Octorocket's sole and absolute discretion.

5.5 You warrant that you shall deliver the Products in accordance with industry standards. For those who meet the standard of good quality delivery, we may provide appropriate incentives. We may take reference from the Customers' ratings feedback for your performance as a guide in determining whether you meet industry standards.

5.6 We do not guarantee the correctness of any Request for Quotationor Specifications posted by Customers, and will not be liable to you as a Supplier for any loss caused by any inaccuracy in the Customer’s Request for Quotationthereto.

5.7 We may require that you pay to us a deposit for the purposes of compensating the Customer in the event of any of your breaches under these Terms. Nothing in this clause purports to limit your liability under these Terms.

5.8 In addition to the other representations, warranties and undertakings by the Supplier elsewhere in these Terms, the Supplier further represents, warrants and undertakes that:

(a) it has the full power and authority to provide the Products in the stated Territories and to grant the rights and undertake the obligations hereunder and satisfies all the requirements and fulfils all the conditions set forth in the Specifications;

(b) it will perform all its obligations under these Terms including those set out in the Specifications in accordance with the terms thereof;

(c) the Products provided by the Supplier will conform in all respects to the Specifications and such other specifications as may have been agreed between the Parties in writing;

(d) it will procure the delivery of the Products in a proper and professional manner at all times;

(e) the provision of the Products by the Supplier to the Customer and the provision of information on the Products (including but not limited to write-ups and photographs) on the Octorocket Platform, does not and will not infringe any Intellectual Property Rights or any rights of whatever nature of any third party;

(f) it shall act, at all times in the best interests of the Customer and not allow its interest to conflict with the duties it owes to the Customer;

(g) it shall treat the Specifications and other information from the Customer as confidential unless the Customer has dispensed of such confidentiality with prior written consent;

(h) it shall modify Order Formbased on reasonable demand by the Customer;

(i) it shall not fraudulently post on the Octorocket Platform, whether for fishing for proposals, to inflate total transaction value or otherwise, and shall only post on the Octorocket Platform for the purpose and intent of completing a transaction with a Customer on the Octorocket Platform;

(j) it shall not fraudulently procure the purchase of its own Products in order to boost its own score on the Octorocket Platform;

(k) it shall not carry out acts of sabotage against other Suppliers;

(l) it shall remain reasonably available to the Customer, and unless otherwise agreed with the Customer, it shall not be unresponsive for more than 48 hours at any single time without prior written notice to the Customer;

(m) it shall not unreasonably request for additional payments after the Order has been confirmed by Parties;

(n) it shall act towards the Customer dutifully and in good faith;

(o) it shall comply strictly with all Applicable Laws and regulations, including but not limited to all food safety and customs laws and regulations, and any operating guidelines and rules specified by the Customer in the Specifications;

(p) it shall absorb all costs and/or expenses incurred in the handling and/or delivery of the Products unless otherwise expressly agreed in writing by the Customer;

(q) all Products produced under this agreement are truthful, accurate, complete and provided in accordance with the Specifications and the instructions of the Customer;

(r) it shall not represent or set itself up as legal or implied agents for the Customer save as expressly permitted by the terms of this agreement or with the written consent of the Customer, nor incur any liability in the name of or on behalf of the Customer or otherwise pledge the credit of the Customer;

(s) it shall not to enter into contracts or commitments or receive any money on behalf of the Customer without the Customer's express written consent; and

(t) all prices, benefits, warranties and other terms and conditions under the Orders shall continue to be no less favourable to the Customers than those currently being offered or that will be offered by the Supplier to any of its similarly situated Customers outside of the Octorocket Platform, and the Supplier agrees to pay to Octorocket the difference due to a breach of this provision without qualification.

6. Orders

6.1 Whether as Customer or Supplier, you accept offers by selecting the appropriate button on the Octorocket Platform. After acceptance of an Order Form by you and your Counterparty, an Order will be deemed to be entered into by both Parties that will be binding on both Parties. Before accepting offer, Parties are encouraged to utilise the Chat Service in order to finalise the Specifications and other terms of an Order before entering into one.

6.2 You agree that when you receive confirmation that your offer has been accepted, you agree that the offer becomes an Order and you are irrevocably and unconditionally bound to complete the Order (whether by paying as a Customer or by delivering the Product as a Supplier) subject to these Terms.

6.3 You may agree with your Counterparty to vary an Order in accordance with Clause 14, but we shall not be liable in respect of any loss thereby occasioned.

6.4 As a Customer, where you have provided:

(a) Customer's Information; or
(b) significant or substantial portions of the Specifications, for the purposes of the Order,
you warrant, as applicable, that
(c) you have the rights to use and/or license the royalty-free use, of Customer’s Information and/or the Specifications;
(d) the Customer's Information and/or the Specifications are accurate; and
(e) any legal obligations in force that may govern the Customer’s provision of such Customer's Information, or Specifications have been complied with.

6.5 As a Customer, you shall indemnify your Counterparty Supplier in respect of any loss resulting from your breach of Clause 6.4.

6.6 As a Supplier providing Products, where you or your Sub-vendors need the Customer's co-operation to:

(a) provide access to premises; or
(b) provide relevant and necessary Customer's Information, whether or not stated in the Specifications, the Customer shall be bound by these Terms to co-operate,

you will not be held liable under these Terms for failure to fulfil the Order if your failure was due to the CounterpartyCustomer's failure to co-operate under this clause.

6.7 As a Supplier, you undertake to use reasonable skill and care, and to execute work to a workmanlike standard, with properly-qualified staff, in fulfilling the Order.

6.8 As a Supplier, you warrant that the Products you provide under an Order:

(a) are free from material defects in workmanship;
(b) are free from material defects in design and material, insofar as you are the originator of the design and/or material; and
(c) comply with all legal obligations in force that may govern your provision of such Products, whether directly or indirectly.

6.9 Where as a Supplier you offer Products on the Octorocket Platform for a purpose, you warrant that they are fit for purpose, unless otherwise expressly provided in the Specifications in the Order.

6.10 Where as a Supplier you provide Products, you warrant that the Products conform to the Specifications.

7. Completion

7.1 As a Customer, you may include a request for punctual completion in your Specifications, in which case only shall completion on time be treated as a condition.

7.2 As a Supplier, you undertake to fulfil the Order by the Completion Date, which may include delivery of Products as applicable. If the Customer has indicated a request for punctual completion, any lateness in completion shall be considered a breach of condition and you may be liable for damages as a result.

7.3 As a Supplier, you may charge delivery costs to the Customer only in the event that these have been included in the relevant Order Form.

7.4 Where there are multiple tranches of Products, each tranche may have its own Completion date, and the provisions of this clause shall apply to each of them individually.

8. Remedying Defects and Errors

8.1 As a Supplier, where applicable, you are obliged to assist the Customer to remedy any defects or errors that may appear in the Products which are not in accordance with the Specifications, or as you have agreed between yourselves under Clause 8.6.

8.2 Clause 8.1shall not apply if the defects and errors are due to:

(a) failure of the Customer to store, install, use, or maintain the Products in accordance with any instructions the Supplier may give;
(b) inherent defects or inaccuracies in the Specifications where the Specifications were substantially or significantly provided by the Customer;
(c) the Customer or any third party altering the Products in any way, including in attempts to repair, without the consent or authorisation of the Supplier; or
(d) ordinary wear and tear, wilful damage, negligence, abnormal working conditions, or misuse.

8.3 As a Customer, if you receive Products fundamentally different from what you have requested or accepted, and if such difference is not due to your own neglect, you have the right to return the Products and to request a refund from your CounterpartySupplier. In the event of a dispute as to what is fundamentally different, you agree that Octorocket shall have the absolute discretion in deciding and to decide whether and how much refund should be paid from the Supplier to the Customer.

8.4 As a Supplier, you shall bear the costs of any transport of Products for the purposes of executing repairs, remedies, refunds or returns under this Clause 8.

8.5 This Clause 8 shall apply to replaced or repaired Products, save that any computation of time shall be taken with reference to the delivery or provision of the original Products, such that any warranty or replacement periods will not be extended by any replacement or repair of Products.

8.6 If you agree with your Counterparty for a more generous warranty or repair period than this Clause 8 provides, the terms of such warranty or repair period shall supersede the terms of this Clause 8.

9. Pricing and Payment

9.1 As a Customer, you are obliged to make payment for the Products via such means as we may provide or specify, which includes, but may or may not be limited to, a valid credit or debit card. You are also obliged to make payment in the currency of our choice, which may be limited to US dollars or Singapore dollars.

9.2 Payment shall be made subject also to the Terms of Use of any payment agents or methods that we may specify. The expected timelines and fees to be deducted for costs due to Octorocket are indicated at the following website:[website], and you as the Customer and/or Supplier agree to these fees.

9.3 Supplier shall bear the costs of all bank fees and charges in relation to the payment for the Products.

9.4 We reserve the right to modify or vary the availability of payment agents or methods without providing Parties with any reason or explanation.

9.5 When payment by way of a deposit is required to be made by the Customer to us as required by us, we shall hold the money, which shall be released to the Supplier, provided that:

(a) the Supplier has indicated on the Octorocket Platform that the delivery of the Products by the Supplier to the agreed destination (as set out in the Order Form) has been completed;
(b) we have sent a notification to the Customer asking for the Customer for verification that the Products have been duly delivered;
(c) the Customer does not inform us of any non-delivery or delivery of Products that do not conform to the Specifications as set out in the Order Form within 7 days from the date of the notification;
(d) there is no dispute under Clause 18.2 between the Customer and the Supplier; and
(e) there are no claims or potential claims by us against the Supplier.

9.6 In any event, we shall not be liable for any payments due or owing to you, including but not limited to any outstanding payments from the Counterparty due and owing.

9.7 Where there are potential claims or claims by us against the Supplier, we reserve the right to apply a set-off against the deposit.

10. Our Rights

10.1 You agree that we shall not be held liable in respect of any non-performance of obligations by you or your Counterparty. For the avoidance of doubt, we shall not be held liable in respect of any violations of food safety and customs laws and regulations.

10.2 We do not provide any warranty with respect to the quality of the Products.

10.3 You agree that we reserve the rights to enforce these Terms and the Terms of Use as against any of the Parties for any non-compliance thereto, including barring Parties from the use of the Octorocket Platform without any compensation.

10.4 The Terms of Use and the Privacy Policy shall be deemed to be incorporated by reference under these Terms.

10.5 You agree that any violation of the Terms of Use render any Orders voidable at our option only. You will not have any right to plead the invalidity of any Orders based solely on the grounds that the Terms of Use were breached.


10.6 If you breach any of these Terms, we shall have the rights to do any or all of the following, in addition to any of the other remedies under these Terms and at law we are entitled to claim against you:

(a) Limit or remove entirely your profile on the Octorocket Platform;
(b) Restrict or remove your access to the Octorocket Platform;
(c) Where you acted fraudulently or provided inaccurate information to us, remove your access to the Octorocket Platform without any refunds for any fees or other monies paid to us; and/or
(d) Delete or modify any of the content you upload onto the Octorocket Platform

11. Confidentiality

11.1 As a Supplier, theCustomer may provide Customer’s Information to you. Such information may include his proprietary data or information, or personal data within the meaning of the Personal Data Protection Act 2012 (No. 26 of 2012).

11.2 As a Supplier, you acknowledge that you may only use Customer’s Information for the purposes of providing Products under these Terms. For this purpose, you may permit your employees, officers, representatives, contractors, or agents access to Customer’s Information to the extent that they need to know for the purposes of providing Products under these Terms.

11.3 As a Supplier, you undertake to observe the following:

(a) To keep Customer’s Information confidential;

(b) To ensure the reasonable security of Customer’s Information;


(c) Not to disclose Customer’s Information to third parties unless compelled to by force of law; and

(d) To destroy any copies of Customer’s Information in your possession at a reasonable time after the conclusion of your obligations under these Terms, including your remedial obligations under Clause 11.

11.4 As a Supplier, where Customer’s Information is personal data within the meaning of the Personal Data Protection Act 2012, you are expected to comply with the Personal Data Protection Act 2012 as a data intermediary of the Customer, unless otherwise provided in the Specifications or by separate agreement in writing by you and the Customer.

11.5 As a Supplier, if you cause any loss to your Counterparty Customer by breaching this clause, you undertake to indemnify him for any loss and damages occasioned by a breach of this clause for which you are responsible.

12. Intellectual Property Rights

12.1 The Supplier shall defend, indemnify and hold harmless the Customer and/or us (as the case may be) and its officers, directors, employees, agents and representatives against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, anticipated savings, business opportunity, reputation or goodwill, and all interest, penalties and legal costs and all other professional costs and expenses) arising from or in connection with any claim or action against Customer and/or us by any third party for actual or alleged infringement of the Intellectual Property Rights in the Products.

13. Termination

13.1 As a Customer, you may not terminate an Order once the Order has been entered into by Parties. You agree that once the Order has been entered into by Parties, you shall not be entitled to any refund of the Order price.

13.2 As a Supplier, you may not terminate an Order after the Order has been entered into by Parties if for whatever reason you find yourself unable to fulfil the Order. If you are unable to fulfil the Order for whatever reason, you will be liable for any losses occasioned to the Customeron top of being liable to the Customer for a reimbursement of the Order price, if the said Order price has already been paid to you.

13.3 Whether as Customer or Supplier, you acknowledge that, without affecting other rights and remedies available under these Terms or the Applicable Law, either the Customer or the Supplier may terminate an Order with immediate effect by giving notice in writing if:

(a) either the Customer or the Supplier commits a material breach and, if remediable, fails to remedy the breach within 7 calendar days;
(b) either the Customer or the Supplier takes any steps or actions in connection with:
(i) administration;
(ii) provisional liquidation;
(iii) composition;
(iv) arrangements with its creditors (unless for a solvent restructuring);
(v) being wound up, whether voluntarily or by order of court (unless for a solvent restructuring);
(vi) having a receiver appointed to any of its assets; or
(vii) ceasing to carry on business, regardless of the jurisdiction in which the steps are taken;
(c) either the Customer or the Supplier suspends, ceases, or threatens to suspend or cease all or a substantial part of its business;
(d) either the Customer’s or the Supplier’s financial position deteriorates to such an extent that in the terminating Party’s reasonable opinion, the other Party’s ability to fulfil the Agreement is in serious jeopardy.

13.4 For the avoidance of doubt, if you as the Customer fails to make payment, whether in respect of the entirety of the Products or an instalment thereof, your non-payment shall be considered a material breach, especially for the purposes of Clause 13.3(a).

13.5 Whether as Customer or Supplier, if your Order is terminated, you will no longer owe any obligations due in the future to your Counterparty, but you will still be liable in respect of any obligations or payments already owed but not fulfilled at the date of the termination.

13.6 Notwithstanding Clause 13.5, the termination of an Order shall not affect any provision of these Terms, or any remedies available to you, that expressly or by implication is intended to come into force or continue after the termination of an Order.

13.7 Orders shall not be invalidated or terminated merely by reason that we or the Octorocket Platform cease to exist without a successor or otherwise transferring its rights under Clause14, and will continue in full force and effect subject as far as possible to these Terms as if you and your Counterpartyhad contracted for the Products on your own accord without us or the Octorocket Platform having been a Party in these Terms.

14. Assignment, Variation, and Third Party Rights

14.1 Except as agreed between you and the Counterparty and/or provided for under Clause 14.2, you shall not have the right to assign, mortgage, delegate, or purport to otherwise shift their obligations and benefits due under these Terms, unless your Counterpartyconsents.

14.2 As the Supplier, you may subcontract your obligations due under these Terms, but you shall remain liable for the same.

14.3 You shall not have the right to vary these Terms as between yourself and your Counterparty, unless your Counterpartyconsents to your proposed variation of terms.

14.4 We shall have the ability to assign, mortgage, subcontract, delegate, or otherwise shift its obligations and benefits under these Terms to any person it may name, and that person shall be party to these Terms as if he had been in our position from the beginning.


14.5 Any person or entity who is not a party to these Terms, with the exception of the Counterparty, shall have no rights in respect of these Terms under the Contracts (Rights of Third Parties) Act (Cap. 53B), even if identified by name, by class, or by description. For the avoidance of doubt, this shall not affect any assignment of rights, benefits, or obligations in accordance with this Clause 14.

15. Rights and Remedies, Waiver, and Severance

15.1 Any rights and remedies accruing to you under these Terms shall be cumulative, and shall not prevent the exercise of any other right or remedy that you may have under these terms.

15.2 A waiver by you of any of your rights or remedies under these Terms or the Applicable Laws is only effective if given in writing, and shall not operate to waive any future breach or default except to any extent expressly stated.

15.3 A delay by you in exercising any legal right or remedy under these Terms or the Applicable Laws will not be taken to be a waiver of that right or remedy, and will not restrict or prevent your exercise of that right or remedy at any point in time.

15.4 Your single or partial exercise of any right or remedy shall not prevent or restrict your further exercise of that or any other right or remedy.

15.5 If any clause or sub-clause of these Terms is or becomes illegal, invalid, or unenforceable, it shall be deemed modified to the extent necessary to render it legal, valid, and enforceable. If it cannot be so modified, the relevant clause or sub-clause shall be excised. Any such excision will not affect the validity of the remaining clauses.

16. Force Majeure, Acts of God, and Frustrating Events

16.1 You are not liable for failure to perform your obligations if such failure is a result of:

(a) acts of God (natural disasters, including fire, flood, earthquake, storm, or hurricane); or
(b) events force majeure (man-made interruptions, including war, invasion, hostilities, strikes, rebellion, sanctions, strikes, blockades, interruption in utilities, lockouts, or passage of adverse legislation, but not eviction for non-payment of rent, or confiscation of materials as security for non-payment), that are beyond your control, or that originate in human agency beyond your power to realistically affect.

16.2 If you are wholly unable to perform your obligations under these Terms because of events under Clause 16.1, the Agreement shall be treated as frustrated, and the Frustrated Contracts Act (Cap. 115) shall apply.

16.3 For the avoidance of doubt, performance shall be deemed wholly impossible only if it is physically or legally impossible, and not merely because it has become more onerous or difficult, or financially disadvantageous to you to do so.

17. Exclusions

17.1 Nothing in these Terms shall limit or exclude your liability for:

(a) death or personal injury caused by your negligence or the negligence of your employees, agents, or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) active sabotage or other wilfully malicious activity; or
(d) breach of any term or condition for which liability cannot be limited or excluded by the Applicable Law, for which you remain liable to the Counterparty and to us for any loss, damage, costs and expenses incurred as a result of these breaches.

17.2 For the avoidance of doubt, this Clause 17 shall not waive or exclude any liability in relation to matters on which these Terms are silent.

18. Dispute Resolution

18.1 Subject to Clause 18.2, if any dispute arises between you and the Counterparty as to the application of these Terms, you shall first refer the dispute to us by sending us a notice of dispute by contacting our customer service officers or raising a dispute via the Octorocket Platform as indicated on the Octorocket Website.

18.2 For Productswhich delivery is completed as indicated by the Supplier or the Customer for less than 7 days, we may attempt to resolve any dispute between you and the Counterparty thus arising by way of mediating between you and the Counterparty, and you agree that we have the right to make a determination on the dispute between you and the Counterparty based on evidence submitted by you and the Counterparty.

18.3 You agree that in the event of us making the said determination on the dispute between you and the Counterparty, such determination shall be final, without any recourse by you to take up any further dispute resolution proceedings whatsoever. Our determination on the dispute may include us imposing a full or partial refund or direct that a reasonable sum of money to be paid for Products already delivered (whether or not such Products conform fully to the Specifications). Our discretion for such a determination is final and binding, and Parties agree that the said determination shall not be appealable or applied to be set aside by Parties.

18.4 You agree that you shall have recourse to the Singapore courts only after the dispute has first been referred to us under Clause 18.1, we have been unsuccessful in resolving the dispute or have not replied to you within 28 days from the date of notice as provided in accordance with Clause 18.1and Clause 18.3.

18.5 We reserve the right to refuse to assist in resolving any dispute under this Clause in any event.

19. Governing Law and Jurisdiction

19.1 These Terms shall be governed by the laws of the Republic of Singapore, excluding its choice-of-law rules.

19.2 Subject to Clause18, and in respect of any dispute arising from these Terms, you and us agree to submit to the exclusive jurisdiction of the Singapore courts, including subsidiary tribunals.

20. Entire Agreement and Implied Terms

20.1 These Terms, the Terms of Use and the Privacy Policy are intended by each and every Party as a final expression of agreement and intended to be a complete and exclusive statement of the agreement and understanding of each and every Partyhereto in respect of the subject matter contained herein. These Terms, the Terms of Use and the Privacy Policy supersedes all prior agreements and understandings between the each and every Party with respect to such subject matter.

20.2 Any conditions, warranties or other terms implied by statute or common law on our part are excluded to the fullest extent permitted by Applicable Law.