Website Terms of Use

These terms and conditions of use (the "Terms of Use") apply to the website located at https://www.smd-am.sg  (the "Site") and shall include all other associated websites or webpages within the Site’s domain. 

Please read the Terms of Use carefully. By using the Site, you agree to be bound by the Terms of Use. If you do not agree, do not use the Site. 

We reserve the right to change, modify and/or update the Terms of Use (including any Schedules) at any time as we may determine in our sole and absolute discretion. Any such changes, modifications or updates shall be effective from the date posted here. It shall be your responsibility to periodically check and review the Terms of Use. Your continued use of the Site shall constitute your agreement to, and acceptance of the Terms of Use published here. 

1.    Definitions

1.1.    Unless otherwise defined herein, the definitions set out in the First Schedule to these Terms of Use apply to these Terms of Use. 

1.2.    References to "Clauses" and "Schedule(s)" are to clauses of and schedules to the Terms of Use which, for the avoidance of doubt, form part of the Terms of Use.  

1.3.    References to any written law shall, unless expressed to the contrary, mean the laws of the Republic of Singapore as may be amended from time to time.

1.4.    The headings used herein are for convenience only and shall not affect the interpretation of the Terms of Use.

1.5.    Unless the context otherwise requires, references to the singular number shall include references to the plural number and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all genders.

2.    Ownership

2.1.    The Site, Intellectual Property, Content and all associated rights or interests belong to and are owned by us. Without derogating from the Terms of Use set out herein, in particular Clause 3 below, you agree that your use of the Site shall not in any way detract from, be contrary to and/or interfere with our rights and interests of whatever description and howsoever arising. 

2.2.    Provided you agree, observe and comply with the Terms of Use and Cookie Policy, we grant you a personal, non-exclusive, non-transferrable, limited right to use, browse or access the Site.

2.3.    You agree that we may, at any time and in any manner as we may determine in our sole and absolute discretion and without notice or further obligation to you, amend, revise, modify, supplement, terminate and/or otherwise discontinue all or any part of the Site and/or these Terms of Use. 

3.    Conditions of Use

3.1.    As conditions of your access to and/or use of the Site, you irrevocably and unconditionally agree as follows: 

3.1.1.    To fully indemnify and hold us harmless from any action, claim and/or proceeding commenced or brought by Third Parties against you under in respect of any Loss; 

3.1.2.    To settle, release, acquit and discharge us from any and all Claims of whatsoever nature and howsoever arising in connection with your use of the Site, including any Risks arising therefrom; and 

3.1.3.    To abide by, accept and comply with these Terms of Use and the terms and conditions of our Cookie Policy, the contents of which are (as the context requires) incorporated by reference in these Terms of Use. In the event of any conflict, the contents of these Terms of Use shall prevail.   

3.2.    You agree to use, access and/or browse this Site for lawful, authorised and proper purposes only. Further, and in connection with your use of the Site, you agree that you shall not:

3.2.1.    Act in any manner which breaches any applicable law or regulation, or which may causes (or may cause) an infringement of any third party rights, if you are prohibited from doing so under Singapore law or any such system of law as may be applicable to you; 

3.2.2.    Post, transmit or disseminate any information on or via the Site which may be harmful, obscene, defamatory, illegal or which in any way may expose us to liability (of whatsoever nature) and/or negatively affect our standing and reputation or interfere or attempt to interfere with the operation or functionality of the Site; 

3.2.3.    Obtain unauthorized access, via whatever means, to any of our information, systems, Intellectual Property and/or Content, impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity, for any illegal purpose(s) to gain unauthorised access to or interfere or disrupt any other computer systems or networks as may be connected to the Site for illegal or immoral purposes, access any password protected or secure areas of the Site through any means not intentionally made available by us for your specific use. You are advised that doing so may be an offence under the Computer Misuse Act 1993; 

3.2.4.    Interfere with or otherwise compromise the use of the Site by other Users, use or upload any software or material that contains, or which you have reason to suspect contains, viruses, damaging components, malicious code or harmful components which may damage, compromise, impair or otherwise negative impact the Site, Content and/or Intellectual Property; and

3.2.5.    Use, employ, access, run or operate any software or automatic device, program, algorithm or methodology to access, acquire, copy or monitor the Site and/or Intellectual Property (or any part thereof) or reproduce or in any way circumvent the navigational structure or presentation of the Site other than in compliance with any rules, regulations, guidelines, standards or policies which apply or which you may be subject to by reason of the terms and conditions stipulated by your internet service provider.  

3.3.    Except as expressly provided in these Terms of Use, no part of the Site, its Contents and/or Intellectual Property may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, stored or distributed in any way to any other computer, storage device, server, domain, web site or any other medium (howsoever described) for any purpose without our prior written consent and approval.

3.4.    As stated at Clause 3.1.3 above, by browsing, using and/or accessing the Site, you agree with our Cookie Policy. You may change the settings on your device to block the use of Cookies. However, if you do choose to block the cookies used in the Site, you may not be able to use certain features and functions of the Site. 

4.    Suspension or Termination

4.1.    If, in our sole and absolute discretion, we believe you are in breach, or will be in breach, of any of these Terms of Use, we may at any time without notice or providing any reasons modify, block, suspend or terminate your access to and/or use of the Site (including without limitation access or use on any device used by you). 

4.2.    Without limiting the above, if you (or we have reasonable grounds to believe you have or will) breach these Terms of Use or conduct yourself in a manner detrimental to the integrity, security and operation of the Site, we reserve the right to permanently terminate your access to the Site. You agree and acknowledge that any such termination of access may be effected without prior notice. 

4.3.    Where we exercise any of our rights under Clause 4.1 and/or Clause 4.2 above, you agree and acknowledge that to the maximum extent permitted by law, we shall not be liable for the discontinuation or termination of your use of or access to the Site. Any such termination and/or suspension of your use of and/or access to the Site shall be without prejudice to our accrued rights, which will survive on termination together with your ongoing indemnity obligations set out at Clause 3.1.1 and/or Clause 6.8 herein, and any intellectual property rights and confidential information and sharing of information which will be deemed to survive termination for any reason whatsoever.

5.    Limitation of Liability

5.1.    Subject to applicable law, under no circumstances will we be liable for any losses, injury or damage (whether direct, indirect, punitive, exemplary, special or consequential), in particular any Losses and/or Risks, that may arise out of or in connection with your use of, access to and/or reliance on the Site. 

5.2.    You agree that our liability, if any, for any and all damage, loss, injury, costs and/or expenses (including legal fees and disbursements) you may suffer and/or incur (howsoever described or arising), including any Claims you may have shall be limited to such amount as may be paid by you to us in connection with your use of the Site and, where no such amount is paid, there shall be no such liability. 

5.3.    Without derogating from the generality of the foregoing, you agree and accept as follows: 

5.3.1.    You agree to fully assume all Risks and liability for all Losses as may arise out of or in connection with your use of the Site.

5.3.2.    All information and/or content published, stored and/or contained on the Site is provided or accessed by you solely on an “as is” and “as available” basis. This means that you use of the Site, as well as any information or content published or contained therein, on the basis of any and all faults as may arise or be applicable thereto. You further agree that we do not in any way guarantee or represent the accuracy, timeliness, reliability, authenticity of completeness of any information or content published, contained and/or stored on the Site.

5.3.3.    Any links to other websites and/or services on the Site are provided solely as a convenience to you. We do not accept any liability or responsibility (of any description and howsoever arising) in respect of any other websites or services (including the information or content published, stored and/or contained on such websites) as may be linked to the Site and you agree that your access to or use of such other websites or services shall be at your own risk; 

5.3.4.    We may, without notice to you, alter, modify, change, supplement and/or remove the information, content, scope, features, limit of and/or access to the Site at any time and in such manner as we may determine in our sole and absolute discretion and shall not be liable or responsible to you in relation to or in connection with any such alterations, modifications, changes, supplements and/or removals. 

5.3.5.    We do not act for, represent and/or are agents of any Third Parties and shall not be liable or responsible for any Third Party Arrangements reached, negotiated and/or discussed between you and any other persons or entities including any representations or warranties as may be made by Third Parties whether on the Site or otherwise. You agree that any decision by you to enter any Third Party Arrangements (if any), is based on your own knowledge, information, research and/or expertise and is undertaken by you voluntarily and at your own risk. 

5.3.6.    You agree to assume all Risks and shall be solely liable for any and all Loss (whether foreseeable or not) that may arise and/or occur in connection with or arising out of your use of or access to the Site. 

5.3.7.    Without prejudice to any obligations, undertakings, covenants and/or duties as may be applicable to you, you fully assume all risks and/or liabilities arising out of your access to and/or use of the Site. 

5.3.8.    All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby excluded and disclaimed to the fullest extent permitted under law.

5.3.9.    No advice or information, whether oral or written, obtained by you from us shall create any representation, warranty or guarantee, and any decisions made by you are made solely in the exercise of your sole discretion and based on your own knowledge and experience. 

5.4.    You agree that we shall not be liable for any Losses or Risks that may arise by reason of any technical and/or other difficulties that may arise from time to time and which may interrupt your access to the Site. We do not represent or warrant that your access to or use of the Site will be secure, timely, uninterrupted, error free, compatible in combination with any other hardware, software, system or data and/or meet your requirements or expectations. 

5.5.    You further agree that your access to or use of the Site, may be subject to limitations, delays and/or other problems inherent in the use of the Internet and electronic communications (including problems inherent to the computer or electronic device you use). We shall not be responsible for any delays, delivery failures, damages, or losses resulting from such problems.

6.    General

6.1.    Capacity: You shall not use or access the Site if you are not of legal age and/or do not have the requisite legal capacity to agree to these Terms of Use and/or such other terms and conditions as may be applicable.

6.2.    Contents: All information and content on and/or of the Site has been prepared solely on a good faith basis and without any acceptance of liability or responsibility. As such, we do not warrant or represent the completeness or accuracy of, and do not assume responsibility for any reliance you may place on, such the information or content. You agree that any business, investment or other decision(s) made by you are based solely on facts and information in your own knowledge, research or determination and independently verified by you. 

6.3.    Entire Agreement: Save for Cookie Policy, which are hereby incorporated by reference herein, these Terms of Use constitute the entire agreement between the Parties in connection with your use of the Site. Any variation or amendment by you to the Terms of Use shall only be effective if agreed by us in writing. In the event of any conflict between these Terms of Use and our Cookie Policy, the terms and conditions in these Terms of Use shall prevail.  

6.4.    Validity: If any provision in these Terms of Use is held to be invalid, illegal, or unenforceable for any reason, you agree that any remaining portion of that provision, and all other provisions of this these Terms of Use, shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other Clauses, which Clauses shall continue to be valid and enforceable to the fullest extent permitted by law.

6.5.    Delegation: You agree that we may delegate or sub-contract the performance of any of our functions in connection with the Site and reserve the right to use any service providers, independent contractors, subcontractors and/or agents on such terms as we may in our sole and absolute discretion determine.

6.6.    Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign any one or more of our rights under these Terms of Use to any parties or persons as we may, in our sole and absolute discretion, determine.

6.7.    Remedies Cumulative: Any failure or delay by us to enforce, exercise or rely on any provision, right or remedy under the Terms of Use shall not operate as a waiver thereof, and any single or partial exercise of any right or remedy by us shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. Our rights and remedies provided in the Terms of Use are cumulative and are not exclusive of any rights or remedies provided at law.

6.8.    Indemnity: Without limiting any indemnity given elsewhere in these Terms of Use and without prejudice to any other rights SMD may have under the Terms of Use or at law, you agree to fully indemnify and hold harmless SMD, any member of the Group and/or any of foregoing parties’ affiliates, members, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any claim, demand, loss, damage, cost, or liability (including legal costs and expenses on an indemnity basis) which any of the Indemnified Parties may suffer or suffers in connection with or arising from your breach of the Terms of Use (including, without limitation any warranty or representation made by you under or in connection with the Terms of Use) and/or your access or use of the Site. 

6.9.    No Liability: In addition to and not in derogation of Clause 5 (and its sub-clauses) above, under no circumstances shall we or any member of the Group be held liable for any delay, failure and/or disruption of the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

6.10.    Third Parties: Save for the Indemnified Parties who are entitled to enforce Clause 6.8 above, a person who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of the Terms of Use.

6.11.    Jurisdiction: The Site is owned and operated by SDM. SDM makes no representation that the Contents of the Site are appropriate or available for use in your location. Those who choose to access the Site from any location do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

6.12.    Governing Law: The Terms of Use shall be governed by and construed in accordance with Singapore law.

6.13.    Dispute Resolution: 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of a single arbitrator and the language of the arbitration shall be English.