Below we have listed important legal terms that apply to anyone who uses our applications or services. These terms are necessary in order to protect both you and us and to make our services possible and more enjoyable for everyone. Gebirah offers a wide range of services and features and part of the terms below may not be relevant to the specific services you use.
We understand that legal terms can be exhausting to read, and we’ve tried to make the experience more pleasant. If you have suggestions on how we can improve them, you are welcome to contact us.
This subscription agreement is a legal agreement between you, the customer ('Customer', 'You' or 'Your') and Gebirah of 132 Lorong Sarina, Singapore 416701, company registered number 09948760 ('Supplier', 'Us', 'Guiding Hand' or 'We'), for the provision of the Services and Documentation for the Guiding Hand web application software.
In subscribing to this service by ticking the 'I agree to the terms & conditions box' then clicking on the 'proceed' button you agree to the terms of the agreement which will bind you.
If you do not agree to the terms of this agreement, we will not provide you with the services and documentation.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
'Authorised Venues:' the Venues which have Venue Subscriptions to use the Services and the Documentation.
'App:' the Guiding Hand app developed by Gebirah.
'Business Day:' a day other than a Saturday, Sunday or public holiday in Singapore.
'Confidential Information:' information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5.
'Data:' the data provided by you or by us on your behalf for the purpose of using the Services.
'Documentation:' the documents made available to you by us online via https://www.gebirah.org/ or such other web address notified by us to you from time to time which sets out a description of the Services.
'End User:' the ultimate user of the App.
'Effective Date:' the date of this agreement.
'Trial Period:' You will be given free subscription, in which you are able to purchase enterprise plan to establish better communication with your customers.
'Normal Business Hours:' 9.00 am to 5.00 pm local Singapore time, each Business Day.
'Push Notifications:' any notifications sent by you to the End User through the App.
'Renewal Period:' the period described in clause 14.
'Services:' the subscription services provided by us to you under this agreement via the App or any other website notified to you by us from time to time, as more particularly described in the Documentation which entitle you access and use of the Services and the Documentation in accordance with this agreement.
'Subscription Date:' the first date following the Trial Period on which you make payment for the Services.
'Subscription Fees:' the subscription fees payable by you to us for the Subscription Packages.
'Subscription Term:' has the meaning given in clause 13.1 (being the Trial Period together with any subsequent Renewal Periods).
'Virus:' any thing or device (including any App, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer App, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the Venue experience, including worms, trojan horses, viruses and other similar things or devices.
1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.
2.1 You shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) in a manner that is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause.
2.2 You shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the App and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the App; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Venues; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2.
2.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify us.
2.4 The rights provided under this clause 2 are granted to you only, and shall not be considered granted to any subsidiary or holding company of you.
3.1 We shall, during the Subscription Term, provide the Services and make the Documentation available to you subject to the terms of this agreement.
3.2 We shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for any planned and unnecessary maintenance carried out.
3.3 We will, as part of the Services and at no additional cost to you, provide you with our standard customer support services during Normal Business Hours in effect at the time that the Services are provided.
4.1 You shall own all right, title and interest in and to all of your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of you Data.
4.2 In the event of any loss or damage to your Data, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged Data from the latest back-up of your Data maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of your Data caused by any third party (except those third parties sub-contracted by us to perform services related to your Data maintenance and back-up).
4.4 If we process any personal data on your behalf when performing our obligations under this agreement, the parties record their intention that you shall be the data controller and shall be a data processor and in any such case:
(a) you acknowledge and agree that the personal data may be transferred or stored outside the country where you are located in order to carry out the Services and our other obligations under this agreement;
(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
(c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
5. Push Notifications
You shall have sole responsibility for the content, legality, accuracy, reliability, integrity and quality of any Push Notification you send to the End User.
6. Our Obligations
6.1 The Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to our instructions, or modification or alteration of the Services by any party other than us or our duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, we will, at our expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
Notwithstanding the foregoing, we:
(a) do not warrant that your use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements; and
(b) are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 This agreement shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7. Your Obligations
(a) provide us with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as may be required by us in order to provide the Services, including but not limited to your Data, security access information and configuration services;
(b) comply with all applicable laws and regulations with respect to your activities under this agreement;
(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in your provision of such assistance as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) ensure that the use of the Services and the Documentation is in accordance with the terms and conditions of this agreement and shall be responsible for any breach of this agreement;
(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this agreement, including without limitation the Services;
(f) ensure that your network and systems comply with the relevant specifications provided by us from time to time; and
(g) be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
You represent and warrant that:
(a) you possess the legal authority, right and freedom to enter into the Gebirah Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Gebirah Terms;
(b) You further confirm that you are not included on any sanctions list and that you are not owned 50 percent or more, directly or indirectly in the aggregate, by a Sanctioned Party and are not otherwise controlled by such a party (“Sanctioned Party”). You further confirm that you will not use Gebirah Services or the Guiding Hand App directly or indirectly to or for the benefit of a Sanctioned Party. You agree to indemnify Gebirah against any and all losses, including without limitation, monetary penalties and legal fees, that Gebirah may suffer should you violate any of the forgoing confirmations regarding your non-sanctioned status.
(c) your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
(d) you understand that Gebirah does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;
And specifically regarding your User Content:
(a) you confirm you own all rights in and to any content uploaded, developed or provided by you, or imported, connected, copied or uploaded by Gebirah for you, to your User Platform (“User Content”), including any designs, images, animations, videos, audio files, fonts, logos, code, algorithms, SPIs, APIs, databases, illustrations, compositions, artworks, interfaces, usernames, information you provide for the purpose of creating a subdomain name, text, literary works and any other materials (“Content”), or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally access to, import, copy, use, connect, develop, publish, transfer or license such User Content, by you and us or any of our affiliates;
(b) you have (and will maintain) the full power, title, licenses, consents and authority to allow Gebirah or Guiding Hand to access any websites, web pages and/or other online services, for the purpose of importing, exporting, copying, displaying, uploading, publishing, transmitting and/or otherwise using your User Content.
(c) the User Content is (and will continue to be) true, current, accurate, non-harmful, non-infringing upon any third party rights, and in no way unlawful for you to upload, import, export, copy, possess, post, publish, transmit, display or otherwise use, in the country in which you or your User Platform’s visitors and users (“End Users”) reside, or for Gebirah and/or your End Users to access, import, export, copy, upload, publish, post, store, use or possess in connection with Gebirah's Services;
(d) you have obtained all consents and permissions required under all applicable laws, regarding the processing, storing, collection, posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto.
8. Charges and Payment
8.1 You shall pay the Subscription Fees to us for the Venue Subscriptions in accordance with this clause 8.
8.2 You shall on the Effective Date provide to us valid, up-to-date and complete credit card details or approved purchase order information acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, if you provide your credit card details to us, you hereby authorise us to bill such credit card:
(i) on the Subscription Date for the Subscription Fees payable in respect of the first Renewal Period; and
(ii) subject to clause 14, on each calendar month after the Subscription Date for the Subscription Fees payable in respect of the next Renewal Period;
8.3 If we have not received payment on the due date, and without prejudice to any other rights and remedies of us:
(a) we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of DBS Bank from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.4 All amounts and fees stated or referred to in this agreement:
(a) shall be payable in Singapore dollars;
(b) are, subject to clause 12.4(b), non-cancellable and non-refundable;
(c) are exclusive of value added tax, which shall be added to our invoice at the appropriate rate.
9. Proprietary Rights
9.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9.2 We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant all the rights we purport to grant under, and in accordance with, the terms of this agreement.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute our Confidential Information.
10.6 We acknowledge that your Data is the Confidential Information belonging to you.
10.7 This clause 10 shall survive termination of this agreement, however arising.
10.8 No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
You shall defend us, indemnify us and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services and/or Documentation.
12. Limitation of Liability
12.1 This clause 13 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you:
(a) arising under or in connection with this agreement;
(b) in respect of any use made by you of the Services and Documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
12.2 Except as expressly and specifically provided in this agreement:
(a) you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the Documentation are provided to you on an "as is" basis.
12.3 Nothing in this agreement excludes our liability:
(a) for death or personal injury caused by our negligence; or
(b) for fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.2 and clause 12.3:
(a) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Subscription Fees paid for the Venue Subscriptions during the 12 months immediately preceding the date on which the claim arose.
13. Terms and Termination
13.1 By accepting our subscription agreement, this agreement shall, unless otherwise terminated as provided in this clause 14 section (a), commence on the Effective Subscription Date and shall continue for the Subscription Period of 12 calendar months and, thereafter, this agreement shall be automatically renewed for a successive period of a further 12 calendar months (each a Renewal Period), unless:
(a) either party notifies the other party of termination, by emailing firstname.lastname@example.org, at least 1 calendar month before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of this agreement;
and the Subscription Period together with any subsequent Renewal Periods shall constitute the Subscription Term.
13.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice via email to the other party if:
(a) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 ;
(d) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(g) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.3 On termination of this agreement for any reason:
(a) all licences granted under this agreement shall immediately terminate;
(b) We may destroy or otherwise dispose of any of your Data in our possession unless we receive, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to you of the then most recent back-up of your Data. We shall use reasonable commercial endeavours to deliver the back-up to you within 30 days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by us in returning or disposing of your Data; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
14. Force Majeure
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17. Rights and Remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
18.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. Entire Agreement
19.1 This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
19.2 Each of the parties acknowledges and agrees that in entering into this agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
20.1 You shall not, without the prior written consent of us, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement.
20.2 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of our rights or obligations under this agreement.
21. No Partnership or Agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
22. Third Party Rights
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
23.1 Any notice required to be given under this agreement sent shall be via email to email@example.com.
23.2 A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
24. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Singapore.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
26. The Standard Suite
Upon choosing your pricing package, you accept our terms and conditions and acknowledge that by choosing our Standard Suite pricing at £12.50 + VAT per Calendar month, that this is a special offer running for the year 2023 and will be subject to change upon further research and development as we grow. However we acknowledge that the price you are given today will be valid for 12 months upon sign up. We also accept that we must notify you about any pricing/ renewal changes that may take place in advance.
27. Opting in to our emailing lists
- by clicking the T&Cs box you agree to receiving promotional and marketing material
Upon claiming your listing on the Roam app, you agree to "opt-in" to receiving emails from us to help you with the onboarding process. Emails will include training, resource links, new feature announcements and company newsletters. Such emails are sent to keep you up to date with the latest offers, services and additional opportunities that Gebirah provides.