Terms & Conditions

GENERAL TERMS
In this Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and "we", "us" and "our" refer to A&P Co-ordinator Pte Ltd ("A&P"). This Agreement explains our obligations to you and your obligations to us in relation to your use of our services. Please read this Agreement carefully prior to using the A&P service(s). By registering for A&P service(s), you have agreed to establish an account with us for such services and be bound by the terms and conditions herein. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional A&P service(s) or to modify or cancel your A&P service(s) (even if we were not notified of such authorization), this Agreement covers any such service or actions. This Agreement may be updated from time to time by A&P with or without notice.

1.	TERM
1.1	This Agreement is initially for the Term of one (1) year. Upon the expiry of the Term, this Agreement (unless terminated) shall be renewed thereafter upon similar terms herein for successive one-year term.

2.	LEVEL OF SERVICES
2.1	During the Term, A&P shall ensure that the Customer shall have access to the Services and that the Services shall meet the Service Levels.
2.2	A&P shall use its best endeavours to maintain continuous improvements in service standards and to implement technology improvements where deemed appropriate by us in our sole and absolute discretion.
2.3	A&P's deliverance of the above level of Services is subject to the following :

	2.3.1	the Customer's equipment have been configured according to A&P's requirements;
	2.3.2	the Customer provides full co-operation to A&P's staff during the process of problem resolution; and
	2.3.3	the Customer allows reasonable access to the Customer's equipment by A&P's staff during office hours. The Customer shall also allow reasonable access to the A&P's staff outside of office hours provided that A&P shall have notified the Customer of the requirement for such access not less than one working day in advance.

3.	CONSIDERATION
3.1	In consideration of A&P providing the Services, the Customer shall pay to A&P the Fees promptly on the dates due. Unless otherwise agreed, the Fees are excluding GST, which the Customer shall pay to A&P.
3.2	A&P shall be entitled to charge late payment interest calculated at 2% pa for the period when the Fee is outstanding. In the event that the Fees are overdue by more than thirty (30) days, A&P reserve the right suspend the use of Service(s) until full payment is made.
3.3	A&P reserves the right, at any time, to change its fees and billing methods, including the addidtion of supplemental fees or separate charges for services provided by A&P which will be effective after thirty (30) days notice via online posting at our websites or via email.

4.	INDEPENDENT CONTRACTOR
4.1	The Parties acknowledge and agree that :-

	4.1.1	the Parties are contracting as independent contractors in relation to their respective businesses;
	4.1.2	each Party will not, as a result of this Agreement, be carrying on business jointly or deriving any return or profit jointly;
	4.1.3	the Parties are not carrying on any business in partnership and nothing in this Agreement constitutes them as partners of each other for the purposes of the general law or any statute (including without limitation a statute relating to a partnership or taxation); and
	4.1.4	except as expressly provided in this Agreement, each Party is not the agent of the other and neither of them has any power or authority to enter into any commitment or to bind the other, or both of them together or to pledge the credit of the other.

5.	CUSTOMER'S DATA
5.1	The Customer agrees to (a) provide true, accurate, current and complete information about the Customer during the Service Registration Process (such information being the "Registration Information") and (b) maintain and promptly update the Registration Information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or A&P has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, A&P has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
5.2	A&P will use reasonable efforts to assign to the Customer the selected UserIDs and passwords that it selects. However A&P reserves the right to reject or terminate use of a UserID if it has been previously assigned to another Customer or if A&P in its sole discretion determines (a) the UserID is offensive or its use violate applicable law, (b) the Customer has selected or is using a UserID of another party with the intent to impersonate that party or (c) the UserID contains, may interfere or be confused with, violate, exploit, or capitalise on, the name, goodwill, trade name, trademark, registered trademark, service mark, or proprietary or other rights of any party.
5.3	The Customer is solely responsible for maintaining the confidentiality of the UserIDS, the passwords, the Site and the information stored on the Site (collectively, the "Site Information") and of all information that they transmit through the Service(s) and any and all activities that occur under the Customer's account. The Customer agrees to immediately notify A&P of any unauthorised use of the Customer's account or any other breach of security known to it.
5.4	A&P shall, in its relationship with all other parties, take all reasonable steps to ensure that the Customer's information and data are kept confidential on the terms set out in A&P's Privacy Statement. However, the Customer acknowledges and agrees that the complete privacy of the Customer's data transmitted while using the Services cannot be guaranteed and these activities are conducted at the Customer own risk.

TERMINATION

6.1

The Customer agrees and acknowledges that A&P, in its sole discretion, may terminate, cancel, suspend, limit, discontinue, and/or deactivate (temporarily or permanently) all or part of the Services, UserID, any password, registration, any part or all of the Site, and/or the Customer's access to and use of any part or all of the Customer's personally, identifiable information (collectively "Personal Information"), Registration Information, Site Information, the Services and/or the Site, and/or the Customer's rights under these Terms all at any time, with or without cause and for any reason, including without limitation if:

	6.1.1	A&P believes that the Customer has violated or is threatening to violate these Terms or other policy of A&P, its Third Party Providers or applicable law, has misused or is threatening to misuse the Services, or has conducted or is threatening to conduct any fraudulent, abusive or illegal activity; or
	6.1.2	A&P believes that the Customer has accessed or is attempting to access any part of the Services or Content without authorisation, or the Site, or Registration Site or Personal Information of any other Customer.

A&P reserves the rights to investigate the validity of any complaint presented to it, which alleges that any site has been used to conduct fraudulent, abusive or illegal activity. Such investigations may include logging on to the Site and/or reviewing any data or information contained therein. A&P shall not, however, provide any such information to any third party unless required by law or court order.

6.2

Either party may forthwith terminate this Agreement by giving written notice to the other party if:

	6.2.1	the other party becomes insolvent or if a liquidator, receiver, manager, administrator or trustee in bankruptcy of the other party or the other party's business is appointed or if an application or order for the winding up of the defaulting party is made and not withdrawn or dismissed within thirty days or if the defaulting party enters into any composition or scheme of arrangement;
	6.2.2	the other party commits a breach of any term of this Agreement.

6.3	You may terminate this Agreement and your subscription to the Service at any time. However, if you terminate your subscription prior to the end of the minimum subscription period you have committed to, you will be required to pay A&P a termination fee equal to one hundred percent (100%) of the monthly service fee multiplied by the number of months remaining in the initial period as applicable.
6.4	The expiration or termination of this Agreement will have no effect on any rights or liabilities, which have accrued to either party prior to expiration or termination.
6.5	A termination described in clause 6.1 may be made with or without notice and will be effective immediately. In the event of Termination, A&P may remove and/or permanently delete from its servers all of the Customer's Site Information, Registration Information and Personal Information and all backup copies, provided that A&P will first give notice of its intent to do so. A&P will provide Customer a period of not more than 30 days to copy and/or remove all the Site Information. At the expiration of such period, A&P may remove from its servers and/or permanently delete all such information and/or all backup of copies thereof, without further notice and without any liability of A&P to the Customer or any third party.


7.	ACCESS TO SERVICES
7.1	A&P will make commercially reasonable efforts to keep the Site operational and ensure that access to the Site is available 24x7 basis. However, certain technical difficulties and access to the Services, Site and Site information may be unavailable from time to time for any reason, including without limitation, interruption for major network connectivity, network and server outages, and backup and regular maintenance by A&P and any operators of our servers. A&P also reserves the right at any time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that A&P shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
7.2	To use the Services, the Customer must obtain and pay all fees for access to the World Wide Web and provide all equipment necessary to make such connection, including a computer and modem or other access device.

8.	PRIVACY POLICY
	A&P respects the privacy of its Customer. The A&P Privacy Policy is set forth at http://www.kikuze.com/general/privsta.htm and may be amended at any time in our sole discretion.

9.	CUSTOMER'S RESPONSIBILITIES
	All Site Information, Registration Information, Personal Information and other information stored, publicly posted or privately transmitted through the Services by the Customer, the confidentiality and privacy of all of the same and of the Site, and all uses of the Services and the Site by the Customer and its Members are at their sole risk and responsibility. Without limitation, the Customer agrees that it and its Members will use the Services and the Site only in accordance with these Terms, and will not use them to:

	a.	upload, store, post, link to, email or otherwise transmit, distribute, publish or disseminate any Site Information, Content or other information (i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, profane, defamatory, indecent, vulgar, obscene, objectionable or libellous, or promotes such activity; (ii) that (or the transmission, distribution, publication or dissemination of which) infringes any patent, trademark, trade secret, copyright, or other rights or proprietary rights of any party, violates any contractual or fiduciary relationships (such as inside, proprietary or confidential information); (iii) that is harmful to minors; or (iv) that contains software viruses, Trojan horses, worms, time bombs, cancelbots or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or circumvent any "copy-protect" devices, any other harmful or disruptive program, or any cracks, hacks, associated utilities or other piracy related information;
	b.	provide inaccurate, incomplete, outdated or misleading Registration Information or e-mail addresses, create a false identity or manipulate identifiers to mislead or to disguise the origin of any information stored on the Site or transmitted through the Services, or impersonate or otherwise misrepresent any affiliation with any person or entity;
	c.	modify, use, download, publish, upload, post, transmit, transfer, sell, reproduce, create new or derivative works from, licence, distribute, perform, display, broadcast, exploit or otherwise copy any portion of the Services, Site Name, or any Content, or any products or other services (including software) obtained therefrom, or permit access to the same by any unauthorised person or entity;
	d.	interfere with or disrupt any advertising, "banner ads", links or click-through URLs provided through the Services, the Services, or servers or networks connected to the Services, or violate the regulations, policies or procedures of such servers or networks, or interfere with another Subscribing Organisation's or Member's use and enjoyment of the Services;
	e.	interfere with another Customer's use and enjoyment of the Services, Content, other Sites, Registration Information, Site Information or Personal Information or another Member's use and enjoyment of such services; or
	f.	attempt to gain unauthorised access to the Services, Content, other Sites, Registration Information, Site Information or Personal Information, or other computer systems, servers or networks connected to the Services.

	A&P does not monitor any information transmitted through the Services, Site Information or use thereof except to the limited extent permitted in these Terms or the Privacy Policy, but we have the right (but not the obligation) to delete, move or edit and to require the Customer to delete, move or edit any Registration, Site or Personal Information that violates the same. The Customer must evaluate and bear all risks associated with use of any Site Information and any other information or products obtained from the Services, including any reliance on the accuracy, completeness or usefulness thereof.

10.	INTELLECTUAL PROPERTY RIGHTS
10.1	All copyright and other intellectual property and proprietary rights in the content contained in the Site or Services belong to A&P or other third party content providers. Content received through the Service may be used for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, make available to third parties or circulate the content received through the Service to anyone or to exploit any such content for commercial or non-commercial purposes without the express prior written consent of A&P. All rights and interests in Intellectual property, copyright and licences pertaining to any programs developed and used in connection with the Services shall at all times remain the property of A&P.
10.2	The Customer acknowledges that nothing in this Agreement shall be deemed to be a transfer by A&P to the Customer of any interest whatsoever in any intellectual property relating to the Services. The Customer shall have a bare licence to use any application or program necessary for the provision of the Services during the Term. Except as expressly provided herein, the Customer is not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Services or its contents, and A&P reserves all rights not expressly granted hereunder. The Customer shall promptly notify A&P in writing upon your discovery of any unauthorised use or infringement of the Service or its contents, or A&P's patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.

11.	TRADEMARK INFORMATION
	Kikuze®, Sales Promotion Manager™, Print Manager™, Sales Communication Kit™ Kikuze® Print on Demand, and the KIKUZE logos are trademarks of A&P Co-ordinator Pte Ltd. All other trademarks/logos are the property of their respective owners. Users are not permitted to use any trademarks, service marks, or logos without the prior written consent of A&P.

12.	EXTERNAL SITES
	This site may contain links to sites that are owned, operated and maintained by third parties, which are provided as a convenience to you. These linked sites are not under the control of KIKUZE, and KIKUZE is not responsible for the accuracy of the content on such sites, or the privacy practices of such sites, and you expressly understand that your access by link to such sites is at your own risk.

13.	WARRANTY AND DISCLAIMERS
13.1	THE SERVICES, CONTENT, SITE, THIS WEBSITE, LINKED SITES, SERVERS, STORAGE FACILITIES, AND ALL INFORMATION, SERVICE AND PRODUCTS ADVERTISED, PURCHASED, OBTAINED OR ACCESSED THROUGH THEM OR ANY THIRD PARTY PROVIDER (COLLECTIVELY, THE "MATERIAL") ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OR ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, A&P EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING NOT LIMITED TO:

	(A)	WARRANTIES OF MERCHANTABILITY, FIT FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS;
	(B)	ANY WARRANTIES THAT THE SERVICES AND/OR CONTENTS WILL MEET THE CUSTOMER'S REQUIREMENT OR EXPECTATION, OR WILL BE RELIABLE, ACCURATE, TIMELY, QUICK, CONSISTENT, SECURE, COMPLETE OR FREE OF ERRORS,
	(C)	ANY WARRANTIES CONCERING THE USE OR THE RESULTS OF USE OF ANY OF THE SERVICES AND CONTENTS.

13.2

THE CUSTOMER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS MEMBER'S USE OF THE SERVICES AND CONTENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL A&P BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUTIIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLES) ARISING OUT OF OR IN ANY WAY CONNECTED WITH:

	(A)	PERFORMANCE, USE, INABILITY TO USE, MISUSE OR PROVISION OF THE SERVICES AND/OR CONTENTS, OR ANY FAILURE, DELAY, INTERRUPTION, SUSPENSION, CHANGES OR TERMINATION THEREOF, OR THE COST OF PROCURING SUBSTITUTES THEREFOR;
	(B)	ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR INFORMATION IN THE SERVICES;
	(C)	FAILURE TO BACKUP OR STORE, LOSS OF ACCESS, DELETION OR UNAUTHORISED ACCESS TO OR ALTERATION OR USE OF THE SERVICES OR THE CUSTOMER'S TRANSMISSION, DATA OR PERSONAL, REGISTRATION OR SITE INFORMATION;
	(D)	ANY LOSS OR INTERRUPTION OF DATA, TRANSMISSION, PERSONNAL OR SITE INFORMATION RESULTING FROM NETWORK, SERVER OR SYSTEM OUTRAGES, FILE CURRUPTION OR ANY OTHER REASON;
	(E)	ANY INFRINGEMENT OF RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS);
	(F)	STATEMENTS OR CONDUCT OR ANY PARTY USING THE SERVICES; OR
	(G)	ORDER FULFILLMENT, CUSTOMER SERVICE, BILLING OR ACCOUNT COLLECTION BY A THRID PARTY PROVIDER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF A&P HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


14.	LIMITATION OF LIABILITY
14.1	The Parties agree that in the event of any claim or claims against A&P by the Customer for any neglect or default or any other matter or thing whatsoever or howsoever arising, the maximum amount payable by A&P in respect of such claim or claims shall be the aggregate amount paid by the Customer to A&P under the terms and conditions of this Agreement prior to such claim or claims.
14.2	Notwithstanding Clause 14.1 or anything to the contrary in this Agreement, A&P shall not in any circumstance be liable to the Customer or any other person by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any consequential loss or damage (whether for loss of profits or otherwise and whether occasioned by the negligence of A&P or its employees or agents or otherwise) arising out of or in connection with any act or omission of A&P relating to the supply of the Services and the use thereof by the Customer or by any third party.

15.	MISCELLANEOUS
15.1	Notices by either party must be given by registered letter or by facsimile message addressed to the other party at (in the case of a company) its registered office for the time being and (in the case of an individual) his last known address or sent to their respective facsimile numbers set out above and any such notice given by letter or facsimile shall be deemed to have been given at the time at which the letter or facsimile would be delivered in the ordinary course of post or transmission as the case may be.
15.2	The expiration or termination of this Agreement howsoever arising shall not operate to affect such of the provisions hereof which in accordance with their terms are expressed to operate or have effect after the expiration or termination of this Agreement.
15.3	This Agreement is in substitution for all previous contracts between the parties (if any) which shall be deemed to have been terminated by mutual consent as from the date on which this Agreement commences.
15.4	This Agreement constitutes the entire agreement between the parties with respect to the subject matters hereof and there are no representations, understandings or agreements relative hereto which are not fully expressed herein.
15.5	In the event that any term condition or provision of this Agreement is held to be in violation of any applicable law statute or regulation the same shall be deemed to be deleted from this Agreement and shall be of no force and effect and this Agreement shall remain in full force and effect as if such term condition or provision had not originally been contained in this Agreement.

16.	DISPUTE & JURISDICTION
16.1	This Agreement shall be governed by and be construed in accordance with the laws of Singapore and the parties hereto submit to the non-exclusive jurisdiction of the Courts in Singapore.
16.2	In the event of any dispute, the Parties shall first attempt to resolve it amicably through private means. Failing this the Parties shall refer the dispute to the Singapore Mediation Centre for mediation prior to commencement of any legal proceedings.

A&P Co-ordinator Pte Ltd
6 Aljunied Ave 3 #01-02
Singapore 389932