Terms of Use
1. ACCEPTANCE OF TERMS
1.1 These terms of use constitute a contract (“Agreement”) between you (referred to as “you” or “your” or “User”, as appropriate) and Ledger 23 (referred to as "Ledger 23", "We", or "Us", as appropriate) and applies to your use of our services (the “Services”) on the Ledger 23 website or otherwise.
1.2 By accessing, viewing and/or using the Ledger 23 website (hereafter known as the "Ledger 23", "We", or "Us", as appropriate ), whether through Ledger 23 website or on any mobile device, you agree to be bound by the following Terms and Conditions and to our Privacy Policy (“Privacy Policy”) which is available at Privacy Policy, and is incorporated into this Agreement by this reference.
1.3 We may make changes to these Terms and Conditions from time to time and post a revised version on Ledger 23 website, which shall be effective immediately upon such posting. We are under no obligation to separately inform you of any such revision. If you do not accept the Terms of this Agreement, please do not access the Ledger 23 or any of the Services offered or provided therein.
1.4 Your continued access of the Ledger 23 website after the revised Terms and Conditions have taken effect will constitute your unconditional acceptance of such revised Terms and Conditions.
1.5 While this Agreement applies to your access to and/or use of the Ledger 23 website, they may be supplemented or changed by the terms and conditions relating to (i) the use of specific aspects of products, services, offers, promotions, applications, programmes, functions and/or features made available on or through the Ledger 23 website, and/or (ii) more comprehensive and/or updated version(s) of the Ledger 23 website (collectively the “Additional Terms”), which shall apply in full force and effect, where applicable. In the event of any inconsistency between these Terms and the Additional Terms, the Additional Terms shall, unless otherwise provided, prevail.
1.6 You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of the Services.
1.7 We reserve the right to close, suspend, or limit your access to your Account, the Services or New Services if you violate this Agreement or any other agreement you may enter into with us.
1.8 These Terms and Conditions are subject to any Service Agreement subsequently entered into by you. If there is any conflict between the two, the Service Agreement will prevail to resolve such conflict. For the avoidance of doubt, all other terms of the Terms of Use (to the extent that they are not inconsistent with the Terms of Business and Service Agreement) shall continue to bind you.
2. SERVICES
2.1 Ledger 23 provides advisory services via physical interaction and/or Third Party Software and/or other electronic means like email. The availability of our Services may vary from country to country. We do not have any control over, and are not responsible or liable for, the Third Party Services provided by the Third Party Service Providers that Ledger 23 used. We shall have the right (but not the obligation) to introduce New Services to the Ledger 23 website from time to time and from country to country.
3. SIGN-UP AND ENQUIRY
3.1 As part of the sign-up or enquiry process on the website, you are required to provide us with the correct Registration Information in the website. We have the sole and absolute discretion whether or not to onboard you as a Client, and may suspend or reject your registration application if we believe it is appropriate in order to comply with our legal or regulatory obligations, or if we are not provided with the requisite Registration Information. We shall not be required to provide any reason or explanation for our decisions.
3.2 For details about how we may use any personal data submitted by you (including any such information contained in your Registration Information), please refer to our Privacy Policy.
3.3 You must be at least eighteen (18) years of age and have the requisite authority to use our Services.
3.4 By submitting any Registration or Enquiry Information (known as Registration Information hereafter):
a. you agree to authorise Ledger 23, directly or through third parties, to conduct such inquiry checks on you and your business as it deems necessary. This may include asking you for further information or documentation, requiring you to take steps to confirm ownership of your business; and
b. you agree to receive communication (through any medium whatsoever) from us and our partners, which will include marketing materials such as newsletters, updates and promotions about the Services and/or this website.
c. If we approve (and continues to approve) your registration as a User, it is deemed to have done so in reliance of the Registration Information and the following representations and warranties, each of which is deemed repeated on each day that you are a User for the purposes of the Infinitude Life website:
d. all Registration Information furnished by you is true, accurate, current and complete;
e. each individual acting on your behalf have been provided with due consent and authorisation to register with us and use the Services;
f. you own or are authorised to furnish such Registration Information, you are solely and entirely responsible for the Registration Information and any content you upload to the Ledger 23 website and acknowledge that we shall have no liability for any Registration Information nor any other content you upload to the Ledger 23 website (including any errors, omissions or loss and damages incurred in connection there with) and may reject, delete or omit any content uploaded to the Ledger 23 website by you as it deems appropriate;
g. it is not illegal or unlawful for you to access the Ledger 23 website from the territory in which you are carrying out such access;
h. you will not adapt or circumvent the systems in place in connection with the Ledger 23 website nor access any of our Services other than by using the credentials assigned to you and by following the instructions that we have provided in relation thereto; and
i. you have and will take all reasonable precautions to ensure that any data uploaded or submitted to the Ledger 23 website is free of viruses and anything else which may have a contaminating or destructive effect on any part of the Ledger 23 website or any other technology.
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3.5 It is your responsibility keep your email address and mobile number up to date so that we can communicate with you electronically. You understand and agree that if we send you an electronic communication but you do not receive it because your email address or mobile number in our records is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic communication, we will be deemed to have provided the communication to you effectively.
3.6 In the event there are any changes to the substance of any information, documentation, declarations, or affirmations provided by you to us, you shall immediately make any such changes by sending us a message via our Contact Form.
4. ACCESS TO AND USE OF THIRD PARTY SOFTWARE
4.1 Upon approval of your registration as a User, you will be provided a username and password to the Third Party Software. Your Account is personal to you and is not transferable.
4.2 Your username and password are how we identify you, and so you must keep them secure at all times. You are responsible for all information and activity on the Third Party Software (referred to as “Account”) by anyone using your username and password whether or not authorised by you.
4.3 Ledger 23 reserves the right not to act on your instructions or to withhold the Services where we suspect that the person logged into your Account is not you or if we suspect illegal or fraudulent activity or unauthorised use. Ledger 23 is however not obliged to and may not be able to detect unauthorised, illegal or fraudulent use of your Account.
4.4 Information transmitted via the Account will pass through public telecommunications networks. Ledger 23 accepts no liability if communications sent via the Account or any of its systems are intercepted by third parties, incorrectly delivered or not delivered.
4.5 The inherent nature of the internet and/or telecommunications services is such that transmissions may be subject to interruption, interception, hacking, fluctuation, inaccuracy, defect, corruption, loss, connection error, transmission blackout, delayed or failed transmission and/or incorrect, garbled or incomplete data transmission. We will not be liable for breakdown, interruption, failure, closure or malfunctions in communications facilities not under its control that may affect the accuracy, authenticity or timeliness of messages and transactions that may be sent and does not warrant that any identified defect will be corrected.
4.6 We gives no representation, warranty or undertaking to any User that:
a. any information, data or other content that you store on or provide to the Account will not be subject to inadvertent damage, temporary unavailability, corruption or loss; and
b. registration as a User will enable you to receive from Ledger 23 any or all the services (including the Services) provided by Ledger 23.
4.7 Ledger 23 may, from time to time, but accepts no obligation to, require that any User update or amend their information.
5. LIMITATION OF LIABILITY
5.1 To the maximum extent permitted by law, Ledger 23 expressly excludes all conditions, warranties and other terms that might otherwise be implied by law into these Terms of Use.
5.2 Ledger 23, and all of its subsidiaries, affiliated companies, directors, officers, agents including the shareholders, partners, and employees, shall not be liable to any person, including any Client and User, for any direct, indirect, punitive, incidental, special, consequential damages, losses, expenses or liabilities under any causes of action or any damages whatsoever, including damages for loss of use or data, loss of opportunity, loss of goodwill, loss of profits (including revenue or anticipated profits) or losses to third parties, arising out of or in any way connected with:
a. any loss or damage (whether direct or indirect), howsoever caused, as a result of any computer viruses, trojan horses, worms or similar items or processes arising from your use of this website and/or the Third Party Software;
b. the maintenance, provision and operation of this website, the Third Party Software and the Services by us;
c. any failure to perform the Services, in part or in full, due to Third Party Services and/or abnormal and unforeseen circumstances beyond our control; and
d. any inaccuracy or other defect in any document or information you provide
6. THIRD PARTY RIGHTS
6.1 Save for Ledger 23, the Indemnified Parties and the Users, no other person will have any right whatsoever under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce these Terms of Use or have the benefit of any of its terms.
7. INDEMNITY
7.1 Without prejudice to the other provisions herein, you hereby undertake to indemnify and hold us harmless from time to time and at all times hereafter, from and against all actions, proceedings, costs, claims, expenses (including all legal costs on a full indemnity basis), demands, liabilities, losses (whether direct, indirect or consequential) and damages (whether in tort, contract or otherwise) whatsoever and howsoever arising, including claims made by third parties and claims for defamation, infringement of intellectual property rights, death, bodily injury, wrongful use of computers, unauthorised or illegal access to computers (including hacking), property damage or pecuniary losses which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to:
a. any breach by you of these Terms of Use or otherwise in connection with your use of this website and content, the Third Party Software or the Services including a breach of its representations, warranties, obligations, covenants and undertakings hereunder;
b. the access to and/or the use of this website, the Third Party Software or the Services by you, whether or not such access or use was authorised or whether it was due to any act or omission on its part including any transmission error or delay via the internet of any instruction made by you; or
c. the violation by you of any rights of another person or entity or the breach by you of any statutory requirement, duty or law.
8. SEVERANCE
8.1 If at any time any provision of this Agreement shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from this Agreement.
9. GOVERNING LAW & DISPUTE RESOLUTION
9.1 These Terms of Use are governed by Singapore law.
9.2 Any dispute arising out of or in connection with these Terms of Use, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The Tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be English.
10. GENERAL TERMS
10.1 Notices to Us. Except as otherwise stated in this Agreement, all notices to Ledger 23 must be sent via Contact Us.
10.2 Intellectual Property.“ledger23.com”, “Ledger 23” and all other URLs, logos and trademarks related to our Services are either trademarks or registered trademarks of Ledger 23 or its licensors. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Ledger 23. You may not copy, imitate, or use them without our prior written consent. All right, title and interest in and to the Ledger 23 website, any content thereon, our Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Ledger 23 and its licensors.
10.3 Calls to You; Mobile Telephone Numbers. By providing us with your mobile number, you consent to receiving calls, including auto-dialled and pre-recorded messages from us at that number. You consent to receiving text messages from us about your use of our Services at that number.
10.4 Password Security. You are responsible for maintaining adequate security and control of any and all IDs, passwords, personal identification numbers (PINs), or any other codes or biometrics that you use to access our Services through Third Party Software.
10.5 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. We reserve the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.
10.6 No Waiver. Our failure or delay to act with respect to a breach by you or others does not waive our right to act with respect to such breach or any subsequent or similar breaches.
10.7 Entire Agreement. This Agreement constitutes the entire agreement between you and Ledger 23 relating to your use of the Ledger 23 website and the Services.
10.8 Force Majeure. We shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of our obligations (including the provision of our Services to you), if the delay or failure was due to any event or circumstance (including any network failure or system downtime) the occurrence and the effect of which we are unable to prevent and avoid notwithstanding the exercise of reasonable foresight, diligence and care on our part.
11. DEFINITIONS
11.1 Unless the context otherwise requires and, in addition, the following terms shall have the respective meaning corresponding to them:
Account means an account assigned by Ledger 23 to a Client to access the Third Party Software and the Services.
“Confidential Information” means this agreement and all information of any nature which a party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.
Privacy Policy means the privacy policy of Ledger 23 which can be found at www.ledger23.com/privacy-policy.
Terms of Business means the Service terms and conditions which are incorporated in, and form part of, an Service Agreement.
Third Party Software means the online software operated by third party in order for Ledger 23 to provide Services to Clients through the online software or mobile device application.
Registration or Enquiry Information means such information and/or documents as may be required by Ledger 23 from time to time, and which must be uploaded onto this website during the registration or enquiry process.
Services means the services provided by Ledger 23 as set out in any Service Agreement.
SGD and the sign S$ means the lawful currency of Singapore.
11.2. Unless a contrary indication appears, any reference in this Privacy Policy to:
a. the words includes and including shall mean, including without limitation;
b. a person includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
c. a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
d. a provision of law is a reference to that provision as amended or re-enacted;
e. the masculine gender shall include the feminine or neuter genders and vice versa;
f. a time of day is a reference to Singapore time; and
g. words importing the singular number include the plural number and vice versa.