1.1. These terms and conditions ("Terms"), together with the registration form to which these Terms are attached ("Registration Form")form the agreement ("Agreement") between Trident Digital Tech Pte. Ltd. ("Tridentity") and the merchant named on the Registration Form ("Merchant" or "The Merchant") for the products ("Products") defined by Merchant.
1.2. Tridentity and Merchant shall collectively be referred to as "Parties" and individually as "Party", as the case may be.
2.1. The initial term ("Term") of this Agreement shall be effective for a period of one year, commencing from the effective date stated above. The Agreement shall automatically renew for additional one year periods on either the same terms herein or subject to modifications, mutually agreed between the Parties in writing, unless either Party provides the other Party with written notice stating such Party's intention that this Agreement not to renew in which case this Agreement shall terminate on the last day of the one year period in which such notice was received. Notwithstanding anything to the contrary, either Party may terminate this Agreement for convenience with thirty (30) days' written notice to the other party, subjected to Termination clause.
3.1. Tridentity shall provide to the Merchant the following services in relation to each of the Sites set out at the start of this agreement:
(in respect of the Delivery Orders, the "Main Services" and in respect of Pick-up Orders (in which case the Delivery Services are excluded), the "Pickup Services", together the "Services").
4.1. The Merchant appoints Tridentity as an independent authorised retailer of Merchant and to this purpose, Merchant through this agreement grants Tridentity full authority to conclude and negotiate contracts with customers in the name and for the account of the Merchant and for the offers of the Merchants made via the Platform.
4.2. The Merchant appoints Tridentity as its agent to collect Customer payments owed to the Merchant. Tridentity shall be authorised to take such steps as it considers necessary to obtain such funds and shall hold such funds for and on behalf of the Merchant. The Merchant acknowledges and represents that where a Customer pays any funds due to the Merchant to Tridentity, Tridentity shall receive such payment on the Merchant's behalf and that receipt shall constitute settlement of the relevant Customer's debt to the Merchant.
4.3. The Merchant acknowledges and agrees that all Orders shall be paid for by Customers via the Platform and the Merchant shall not permit Customers to pay for Pick-up Orders at the time of collection.
Tridentity shall:
5.1. Use reasonable endeavours to onboard the Merchant onto the Platform. The Merchant acknowledges and agrees that Tridentity shall have the right to sub-contract any part of the onboarding process without the Merchant's consent;
5.2. Grant Merchant a non-exclusive license to use the platform, and any other programs such as Loyalty points which Tridentity stipulates in the Terms during the effective period of this Agreement to the extent necessary to open or operate its Outlet and conduct Sales;
5.3. Display the Merchant and the Products on the Platform as available for Orders;
5.4. Facilitate and implement a real-time ordering process which will enable Customers to place Orders on the Platform;
5.5. Where applicable, from time to time change the specification of and/or upgrade the Platform at its sole discretion. In addition, Merchant acknowledge and agree that Tridentity may change the specification of the platform and add any affiliate program, payment method, or service at Tridentity's sole discretion.
5.6. Provide the Customer Support Services through a professionally manned telephone call and/or online support centre which shall be operative during the Opening Hours. The Customer Support Services shall be provided in an orderly and efficient manner at no further cost to the Merchant;
5.7. Provide the Delivery Services to the Merchant in relation to each Delivery Order; and procure that the Delivery Services are performed in a professional manner and with reasonable care and skill.
5.8. Ensure full compliance with the guidelines of MUIS with regards to the delivery of Halal food.
The Merchant shall:
6.1. Procure and maintain in force such permits, certificates, registrations, licences and approvals and comply with all Applicable Law, regulations and industry best practices as are applicable to the Merchant in carrying out its obligations in connection with the Agreement;
6.2. Provide to Tridentity all information, materials and assistance as is reasonably required by Tridentity in order for Tridentity to onboard the Merchant to the Platform, including in relation to Products and Opening Hours;
6.3. Provide Tridentity, its employees, agents, consultants and subcontractors, access to the Merchant's premises and other facilities as reasonably needed by Tridentity to perform the Services;
6.4. Provide Tridentity with, and/ or itself enter, accurate descriptions of Products Items (including any relevant allergen advice, restriction and applicable tax amounts). Tridentity and the Merchant shall jointly determine the Products Items to be displayed on the Platform. The Merchant agrees that:
6.5. Give Tridentity not less than 3 days' written notice of any change and/or the discontinuance of any Products and any change to the Opening Hours;
6.6. Ensure that the relevant Products are available to be ordered by a Customer during Opening Hours;
6.7. Accept and reject Orders. For each Order, the aggregate value of the Products must reach Tridentity's Minimum Order Value;
6.8. Ensure that Orders are prepared promptly and in accordance with the timescales communicated by the Merchant to the Customer via the Platform;
6.9. Process and prepare Orders using reasonable skill, care and diligence and in accordance with best practice in the Merchant's industry;
6.10. Where applicable, take into account any information relating to Customer allergies submitted along with the Order;
6.11. Ensure all Orders are packaged in such packaging as may be determined by the Merchant acting reasonably to avoid tampering, to minimise spillage and maintain the Order at an appropriate temperature;
6.12. Ensure that the Products, where applicable:
6.13. Ensure that each Order number on the Order packaging corresponds with the Order number provided by Tridentity to the Merchant before the Order is handed over to the relevant Rider or in respect of Pick-up Orders, the Customer; and provide each Customer with an official receipt (and a tax receipt, if applicable) in respect of an Order, if the Customer so requests;
6.14. Ensure that Customers are at all times treated in a professional manner by Merchant staff, and wherever practical are provided with access to a safe waiting area inside the relevant Site when collecting a Pick-up Order; and
6.15. Use its best endeavours to resolve any Customer complaints or requests made by a Customer at a Site in a co-operative, timely and professional manner.
7.1. The Merchant shall use reasonable endeavours to: reject less than 1% of all Orders received through the Platform (which shall exclude issues caused by errors in the Platform or otherwise caused by Tridentity);
7.2. In respect of Delivery Orders, ensure that the relevant Products are available for collection by Riders at the Site(s) at the time stipulated on the Platform (the "Collection Time"). In any event the Merchant shall ensure that the time for which a Rider may have to wait at the Site(s) ("Rider Held Time") to pick up an Order shall be no longer than 5 minutes. The Rider Held Time shall be measured from the Collection Time (or if later, the time at which the Rider actually arrives at the relevant Site and notifies the relevant Merchant staff of their arrival) to the time at which the Order is provided to the Rider by the Merchant for delivery to the Customer;
7.3. In respect of Pick-up Orders, ensure that the Products are ready for collection by Customers within 10 minutes of the Pick-up Collection Time for at least 80% of all Pick-up Orders at the location stated by the Merchant on the Platform; and
7.4. Shall use reasonable endeavours to ensure that the Rating remains at no less than 80% during the Term.
8.1. Tridentity shall have the right to limit the features on the Platform or temporarily suspend the Merchant from the Platform, without liquidated damages, if in its reasonable opinion, the Merchant (i) is in breach of any terms of this Agreement, (ii) is involved in Fraudulent Activities, or (iii) commits any act that may negatively affect Tridentity's business. "Fraudulent Activities" includes, without limitation, in Tridentity's reasonable opinion:
8.2. For the avoidance of doubt, any suspension shall not result in the termination of this Agreement, the provisions of which shall remain fully applicable.
8.3. Notwithstanding Clauses 8.1 and 8.2 above, if in Tridentity's reasonable opinion, the Merchant is involved in Fraudulent Activities, Tridentity may, at its sole discretion and as per its internal policies (amended from time to time), including without limitation:
9.1. The Merchant grants Tridentity the authority to receive any funds in the name, and for the account, of the Merchant paid by the customers, whether by online means or in cash.
9.2. Subject to Clause 8.3(b), Tridentity will reconcile the monies as stated in this Clause 9 with the Merchant and issue an invoice to the Merchant within 3 business days from the date on which the customer places an Order (the "Invoicing Day"). The monies received by Tridendity from the customers or from the payment service provider (as the case may be), less the Platform Fees, Delivery Charges and different in Platform Minimum Order Fees, shall be paid to the bank account listed on the Registration Form.
9.3. Tridentity will pay the Merchant on the Invoicing Day. Any bank fees shall be borne by the Merchant. There are no bank fees for DBS, POSB, UOB and OCBC.
9.4. If the Merchant is GST registered, the prevailing GST rate on the full basket price will be charged by Tridentity to the final customers.
9.5. Tridentity is a GST registered company and will charge the Merchant (if applicable) the prevailing GST rate on the full amount of its revenues.
9.6. Tridentity will charge Merchant the agreed percentage % for all orders paid for by the end customer by Credit Card or Paypal on the Platform to cover bank, credit card and paypal charges.
9.7. The Merchant shall pay to Tridentity a replacement fee of S$300 (exclusive of GST) for any lost or damaged device. There will be a seven-day grace period after receipt of the devices by the Merchant. In this grace period, faulty devices can be exchanged for a new device at no cost to the Merchant.
9.8. If the Merchant is GST registered, it shall report and remit the correct GST amounts collected from the customers in respect of the Products to IRAS. For the avoidance of doubt, Tridentity is not responsible for reporting or remitting any GST amounts arising from any Products to the relevant tax authorities.
10.1. In the event of an accident caused by a defect of any Sold Product, the Merchant will defend at its own expense any legal proceeding brought against Tridentity and pay all damages and costs eventually adjudicated against Tridentity, provided that the Merchant is notified promptly and given full authority, information, and assistance for such defence.
10.2. Each Party warrants that
10.3. The Merchant warrants to Tridentity that:
11.1. If either Party is affected by Force Majeure (defined as any circumstances beyond the reasonable control of any Party, including without limitation, strike, lock-out, fire, act of God, war, flood, drought, storm, or other forms of industrial action) it shall forthwith notify the other Party of the nature and extent thereof.
11.2. Neither Party shall be deemed to be in breach of this Agreement, nor otherwise liable to the other, by reason of any delay in performance, or non-performance, of any Force Majeure of which it has notified the other Party and the time for performance of that obligation shall be extending accordingly.
11.3. If the Force Majeure in question prevails for a continuous period in excess of six (6) months, the Parties shall enter into bona fide discussions with a view of alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
12.1. Notwithstanding any other provision in this Agreement, the Merchant may not revoke or terminate this Agreement unless due to reasons stated in clause 13.3.
12.2. Notwithstanding any other provision in this Agreement, Tridentity may terminate this Agreement by giving the Merchant one (1) month' notice in writing.
12.3. Either Party may terminate this Agreement immediately if:
12.4. Either Party may terminate this Agreement with one (1) month's notice in writing if the other Party commits a breach of any of the provisions of this Agreement, and in the case of a breach capable of remedy, fails to remedy the same within fifteen (15) days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied by the Party, not in breach.
12.5. The right to terminate this Agreement under Clause 7 shall be without prejudice to any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.
12.6. Subject as otherwise provided herein or any other rights or obligation which have accrued prior to termination, neither Party shall have a further obligation to the other Party under this Agreement.
13.1. Failure to enforce a provision of this Agreement will not constitute a waiver of that oo any other provision of the Agreement. If any of the provisions of these terms is or becomes invalid, illegal, or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.
14.1. A person who is not a party to this Agreement has no right under The Contracts (Rights of Third Parties) Act, Chapter 53B, to enforce any term of this Agreement.
15.1. The Merchant will not during the course of this Agreement (except in the proper performance of his duties) nor at any time after the termination of this Agreement, for any reason whatsoever, divulge or communicate to any person, company, business entity or other organizations and third parties, or use for its own purpose or for any purpose other than those of Tridentity; or through any failure to exercise due care and diligence, cause any unauthorized disclosure of any Confidential Information.
15.2. The term "Confidential Information" shall mean information whether in electronic form or otherwise related to Tridentity's operational process, business affairs, or finances or any such information relating to Tridentity employees or other business entities which Tridentity associates with or has contractual relations and where knowledge or details of information was received by the Merchant during the period of this Agreement or in connection with this Agreement.
15.3. Confidential Information shall not include information, which is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other information by the Merchant.
15.4. Nothing in this agreement shall give the Merchant any rights in respect of any trademarks or trade name used by Tridentity in connection with and in relation to all documents used or supplied to the Merchant for the purposes of this Agreement.
15.5. The obligations of the Parties under Clause 16 shall survive the expiry of the termination of this Agreement for whatever reason.
16.1. This Agreement shall be governed and construed in accordance with the laws of Singapore. The Parties hereby submit to the exclusive jurisdiction of the Courts of Singapore in relation to any legal action or proceeding arising out of or in connection with this Agreement.
17.1. Tridentity shall have the right to amend these Terms and Agreement at its sole discretion, provided that it shall inform Merchant of such amendments in writing fourteen (14) days from the date of amendment.
17.2. Merchant shall have the right to object to such amendments within seven (7) days from receipt of such amendments (the "Objection Period") and shall provide reasonable grounds for such objections, which shall be reviewed by Tridentity. Tridentity shall provide Merchant with its decision on the acceptance or rejection of the objection within five (5) business days from receipt of such objections, which decision shall be final.
17.3. The amendments shall become valid and effective between the Parties (i) upon the expiry of the Objection Period, if no objection was submitted, or (ii) two (2) business days after the rejection by Tridentity of any objections made by Merchant.
17.4. Merchant has the right to terminate this Agreement in the event of no agreement being reached between the Parties on the amendments, provided that such termination must be notified to Tridentity within seven (7) days of the rejection by Tridentity of any objections made by the Merchant. In such event, this Agreement shall terminate seven (7) days after the Merchants' written termination notice is received by Tridentity. For the avoidance of doubt, during that fourteen (14) day period, Merchant shall not be obliged to abide by any amendments made by Tridentity and shall abide by the then valid Terms.
18.1. Any notice made in accordance with the Agreement may be sent by mail to the address or email to the email address mentioned on the Registration From, or any other email address as agreed between the Parties and shall be deemed notified at 09.00hrs of the next business day following the day on which such email was sent.
18.2. Either Party may notify the other of any change in the above particulars by notice in writing. Such change shall take effect upon receipt of the notice in accordance with the provisions of this Clause 19.
18.3. Any communication pertaining to formal notice should be sent either by registered mail or by email followed by a telephone notification shall be deemed to be received by the Party.
19.1. Each Party shall bear their own legal costs and expenses incurred in relation to the preparation of this Agreement.
20.1. Any variation to the terms of this Agreement must be in writing and signed and accepted by the department manager or other more senior management of Tridentity.
20.2. This Agreement supersedes all prior agreements and arrangements between the Parties relating to the subject matter hereof. All amendments to this letter must be in writing and signed by both Parties.
20.3. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any invoice or Purchase Order from the Merchant, the provisions of this Agreement will prevail.