Terms of Service
1.1 Welcome to the Health Fiesta e-Shop platform (the “Site”). Please read the following Terms of Service carefully before using this Site or opening an Health Fiesta e-Shop account (“Account”) so that you are aware of your legal rights and obligations with respect to Sphere Exhibits Pte Ltd and its related entities and subsidiaries (individually and collectively, “Health Fiesta”, “we”, “us” or “our”). The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video (including livestreams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (collectively, the “Content”). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of the Services provided by Health Fiesta.
1.2 The Services include an online platform service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the Seller (“Merchant”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Merchant and Health Fiesta is not a party to that or any other contract between Buyer and Merchant and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Health Fiesta is not involved in the transaction between Users. Health Fiesta may or may not pre-screen Users or the Content or information provided by Users. Health Fiesta reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Health Fiesta cannot ensure that Users will actually complete a transaction.
1.4 Health Fiesta reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Health Fiesta may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Health Health Fiesta may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.
1.5 Health Fiesta reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.
BY USING HEALTH FIESTA SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR’S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.
(ii) agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Health Fiesta; and
(iii) shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Health Fiesta’s prior written consent.
2.2 Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.
- Limited License
3.1 Health Fiesta grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Health Fiesta and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
3.2 You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Health Fiesta. You acknowledge that Health Fiesta may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.
4.1 Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Health Fiesta reserves all rights to the software not expressly granted by Health Fiesta hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Health Fiesta.
- Accounts and Security
5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Health Fiesta of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Health Fiesta will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.
5.3 You agree that Health Fiesta may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily withhold any sale proceeds or refunds, and/or take any other actions that Health Fiesta deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) buying products on the Site for the purpose of commercial re-sale, (f) abnormal or excessive purchasing of products from the same Merchant or related group of Merchants, (g) voucher abuse (including, but not limited to, selling of vouchers to third parties and abnormal or excessive use of vouchers on the Site), or (h) behaviour that is harmful to other Users, third parties, or the business interests of Health Fiesta. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Health Fiesta may terminate your Account immediately with or without notice.
5.4 Users may terminate their Account if they notify Health Fiesta in writing (including via email at firstname.lastname@example.org) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Health Fiesta after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. Health Fiesta shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Health Fiesta.
6.1 The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Health Fiesta may effect such termination with or without notice to you.
6.2 You agree not to:
(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;
(c) upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;
(d) use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(f) remove any proprietary notices from the Site;
(g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Health Fiesta;
(h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;
(i) use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;
(j) open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;
(k) access the Health Fiesta platform, open a user account, or otherwise access your user account using an emulator, simulator, bot or other similar hardware or software;
(l) manipulate the price of any item or interfere with other User’s listings;
(m) take any action that may undermine the feedback or ratings systems;
(n) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Health Fiesta with respect to the Services and/or data transmitted, processed or stored by Health Fiesta;
(o) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;
(p) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(q) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(r) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation;
(s) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;
(t) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
(u) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User’s use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
(v) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;
(w) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;
(x) use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury;
(y) use the Services to violate the privacy of others or to “stalk” or otherwise harass another;
(z) infringe the rights of Health Fiesta, including any intellectual property rights and any passing off of the same thereof;
(aa) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or
(bb) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.
6.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Health Fiesta, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Health Fiesta be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.
6.4 You acknowledge that Health Fiesta and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. Without limiting the foregoing, Health Fiesta and its designees shall have the right to remove any Content (i) that violates these Terms of Service; (ii) if we receive a complaint from another User; (iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Health Fiesta or submitted to Health Fiesta, including, without limitation, information in Health Fiesta platforms and in all other parts of the Site.
6.5 You acknowledge, consent to and agree that Health Fiesta may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Health Fiesta or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Health Fiesta, its Users and/or the public.
- Violation Of Our Terms Of Service
7.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:
- Listing deletion
- Limits placed on Account privileges
- Account suspension and subsequent termination
- Criminal charges
- Civil actions, including without limitation a claim for damages and/or interim or injunctive relief
7.2 If you believe a User on our Site is violating these Terms of Service, please contact email@example.com.
- Reporting Intellectual Property Rights Infringement
8.1 The Users are independent individuals or businesses and they are not associated with Health Fiesta in any way. Health Fiesta is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.
8.2 If you are an intellectual property right owner (“IPR Owner”) or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us in writing by email to [email protected] and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Health Fiesta will respond to your complaint as soon as practicable.
8.3 Complaints under this Section 8 must be provided in the form of notify us in writing by email to [email protected] and provide us the documents requested below to support your claim, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow Health Fiesta to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (f) a statement by the Informant that the information in the notification is accurate, indemnify us for any damages we may suffer as a result of the information provided by and that the Informant has the appropriate right or is authorised to act on IPR Owner’s behalf to the complaint.
- Purchase And Payment
9.1 Health Fiesta supports the following payment method:
(i) Credit / Debit Card
Card payments are processed through third-party payment channel(s) and the type of credit cards accepted by these payment channel(s) may vary depending on the jurisdiction you are in.
9.2 Buyer may only change their preferred mode of payment for their purchase prior to making payment.
9.3 Health Fiesta takes no responsibility and assumes no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use a certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.
- Health Fiesta Guarantee
10.1 Health Fiesta Guarantee is a service provided by Health Fiesta or its authorised agent to protect purchases. To protect against the risk of liability, payment for purchases made to Merchant using the Services will be held by Health Fiesta or its authorised agent (“Health Fiesta Guarantee Account”). Merchant will not receive interest or other earnings from the sum you have paid into the Health Fiesta Guarantee Account.
10.2 After Buyer makes payment for his/her order (“Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Health Fiesta Guarantee Account until:
(a) Buyer sends confirmation to Health Fiesta that Buyer has received his/her goods, in which case, unless 10.2(c) applies, Health Fiesta will release Buyer’s Purchase Monies (less the Merchant’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below) in Health Fiesta Guarantee Account to Merchant;
(b) Health Fiesta determines that Buyer’s application for a return of goods and/or refund is successful, in which case, unless 10.2(c) applies, Health Fiesta will provide a refund to Buyer, subject to and in accordance with the Refunds and Return Policy stated in Merchant’s page;
(c) such other time as Health Fiesta reasonably determines that a distribution of Buyer’s Purchase Monies (less the Merchant’s proportion of the Shipping Fee (if applicable), the Transaction Fee and Tax Amount (defined below) is appropriate, including, without limitation, where it deems reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.
10.3 Health Fiesta Guarantee is only offered to Buyers who have made payment through the channels provided by Health Fiesta into Health Fiesta Guarantee Account. Offline arrangements between Buyer and Vendor will not be covered under Health Fiesta Guarantee.
10.4 If, for any reason, the Merchant’s bank account cannot be credited and/or the Merchant cannot be contacted, Health Fiesta will use reasonable endeavours to contact the Merchant using the contact details provided by him/her. In the event that the Merchant cannot be contacted and the Buyer’s Purchase Monies remain unclaimed for more than twelve (12) months after they become due to the Merchant, Health Fiesta will deal with such unclaimed Buyer’s Purchase Monies in accordance with any applicable laws.
10.6 Health Fiesta Guarantee is in addition and without limitation to Buyer’s and Merchant’s obligations under applicable law, which may go above and beyond what is provided for by the Health Fiesta Guarantee. Health Fiesta Guarantee is neither intended nor designed to assist Buyer or Merchant in complying with its own legal obligations, for which each party will remain solely responsible, and Health Fiesta accepts no liability in connection with the same. Without limitation, the Health Fiesta Guarantee does not constitute a product warranty.
10.7 Buyer and Merchant acknowledge and agree that Health Fiesta’s decision (including any appeals) in respect of and relating to any issues concerning the Health Fiesta Guarantee is final.
10.8 For the avoidance of doubt, any transactions not conducted on the Site will not qualify for the protection offered by Health Fiesta Guarantee.
- Delivery And Delay
11.1 Health Fiesta will inform Merchant when Health Fiesta receives Buyer’s Purchase Monies. Unless otherwise agreed with Health Fiesta, Merchant should then make the necessary arrangements to have the purchased item delivered to Buyer.
11.2 Merchant must use his/her best effort to ensure that Buyer receives the purchased items within the time period specified by Merchant on Merchant’s listing.
11.3 Users understand that Merchant bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users acknowledge and agree that Health Fiesta will not be liable for any damage, expense, cost or fees resulted therefrom and Merchant and/or Buyer will reach out to the logistic service provider to resolve such dispute.
11.4 Should the Merchant become aware that Merchant will not be able to deliver the Item(s) at the agreed date of delivery, Merchant must use his/her best effort to ensure Buyer is notified in writing. The notification shall include a description of measures the Merchant considers appropriate to recover or limit the delay, if any, and a new delivery date. If delivery is delayed due to circumstances for which the Buyer is liable or which is due to Force Majeure, a new delivery date may be agreed to conditional on the Merchant’s acceptance.
- Cancellation, Return And Refund12.1 Health Fiesta does not handle nor have the capability to administer, cancel, return and refund on behalf of any Merchant. Please refer to the individual Merchant’s page for the conditions of cancellation, return and refund policy and Health Fiesta’s Return and Refund Policy (available at [insert hyperlink to the Return and Refund Policy]).
12.2 Refund will only be administered upon Merchant’s instruction to Health Fiesta to release Purchase Monies back to Buyer.
- Seller’s Responsibilities
13.1 Merchant shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Merchant’s listing through Merchant’s Submission and shall not convey inaccurate or misleading information to Merchant’s representatives.
13.2 The price of items for sale will be determined by the Merchant at his/her own discretion, in compliance with the Merchant Agreement. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. And Merchant shall not charge Buyer such amount additionally and separately.
13.3 Merchant agrees that Health Fiesta may at its discretion engage in promotional activities to induce transactions between Buyer and Merchant by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will pay actually will be the price that such adjustment is applied to.
13.4 For the purpose of promoting the sales of the items listed by Merchant, Health Fiesta may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Health Fiesta.
13.5 Merchant shall issue receipts or tax invoices to Buyer on request.
13.6 Merchant acknowledges and agrees that Merchant will be responsible for paying all taxes, customs and duties for the item sold and Health Fiesta cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Merchants are advised to seek professional advice if in doubt.
13.7 Merchant acknowledge and agrees that Merchant’s violation of any of Health Fiesta’s polices will result in a range of actions as stated in Section 7.1.
14.1 In the event a problem arises in a transaction, the Buyer and Merchant agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Health Fiesta shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.
14.2 Each Buyer and Merchant covenants and agrees that it will not bring suit or otherwise assert any claim against Health Fiesta or its Affiliates (except where Health Fiesta or its Affiliates is the Merchant of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.
14.3 Users may send written request to Health Fiesta to assist them in resolving issues which may arise from a transaction upon request. Health Fiesta may, at its sole discretion and with absolutely no liability to Merchant and Buyer, take all necessary steps to assist Users resolving their dispute. For more information, please refer to Health Fiesta’s Refunds and Return Policy.
- Force Majeure
15.1 The obligations of either party in relation to a sale by the Merchant shall be suspended to the extent that such performance is impeded or made unreasonably onerous by an occurrence beyond the control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time of entering into the contract and could not reasonably have avoided or overcome it or its consequences (Force Majeure). Force Majeure includes, but is not limited to, industrial disputes, fire, extreme weather, pandemics, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to above whether occurring prior to or after the formation of the contract.
15.2 The party that claims being in a Force Majeure situation shall notify the other party in writing without delay when the circumstance starts and when it ends.
15.3 Regardless of what might otherwise follow from these conditions, either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the Merchant Agreement is suspended due to Force Majeure for more than three months.
16.1 THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY HEALTH FIESTA OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEALTH FIESTA DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
16.2 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
16.3 HEALTH FIESTA HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR OF BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE HEALTH FIESTA AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.
- Exclusions And Limitations Of Liability
17.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HEALTH FIESTA BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:
(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR
(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF HEALTH FIESTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17.2 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.
17.3 IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, HEALTH FIESTA IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE HEALTH FIESTA GUARANTEE; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS).
17.4 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY HEALTH FIESTA’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF HEALTH FIESTA THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.
- Links To Third Party Sites
18.1 Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Health Fiesta in any manner whatsoever and you therefore access them at your own risk. Health Fiesta is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Health Fiesta is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Health Fiesta of any linked site and/or any of its content therein.
- Your Contributions to The Services
19.1 By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Health Fiesta. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Health Fiesta and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.
- Third Party Contributions to The Services And External Links
20.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, Health Fiesta is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Health Fiesta responsible for any User’s actions or inactions, including, without limitation, things they post or otherwise make available via the Services.
20.2 In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by Health Fiesta. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Health Fiesta has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that Health Fiesta shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Health Fiesta may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.
- Your Representations And Warranties
21.1 You represent and warrant that:
(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and
(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
- Fraudulent Or Suspicious Activity
22.1 If Health Fiesta, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Health Fiesta, other Buyers or Merchants, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
(a) We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;
(b) We may suspend your eligibility for Health Fiesta Guarantee;
(c) We may hold, apply or transfer the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts in Singapore or elsewhere and directed to Health Fiesta;
(d) We may refuse to provide the Services to you now and in the future;
(e) We may hold your funds for a period of time reasonably needed to protect against the risk of liability to Health Fiesta or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.
For the purposes of this Section:
“Chargeback” means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
“Claim” means a challenge to a payment that a Buyer or Merchant files directly with Health Fiesta.
“Reversal” means the reversal of a payment by Health Fiesta because (a) it is invalidated by the sender’s bank, (b) it was sent to you in error by Health Fiesta, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Health Fiesta policy, or (e) Health Fiesta decided a Claim against you.
23.1 You agree to indemnify, defend and hold harmless Health Fiesta, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Health Fiesta or its Affiliates is the Merchant in the transaction that the dispute relates to), (b) the Health Fiesta Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Health Fiesta, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.
24.1 If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
- Governing Law
25.1 These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service against or relating to Health Fiesta or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in Singapore 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 Section. There will be one (1) arbitrator and the language of the arbitration shall be English.
- General Provisions
26.1 Health Fiesta reserves all rights not expressly granted herein.
26.2 Health Fiesta may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.
26.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
26.4 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Health Fiesta, nor does it authorise you to incur any costs or liabilities on Health Fiesta’s behalf.
26.5 The failure of Health Fiesta at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.
26.6 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Health Fiesta ‘s affiliates and subsidiaries (and each of Health Fiesta ‘s and its affiliates’ and subsidiaries’ respective successors and assigns).
26.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.
26.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.
26.9 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at: [email protected]
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.
Last Updated: 10 September 2020