Terms & Conditions

 

Please read these Terms of Use carefully. The following Terms of Use govern your use and access of the Website and the use of Services. By accessing the Website and/or using the Services, you agree that you have read and agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not access and/or use this Website or the Services.

 

If you are below 18 years old: you must obtain consent from your parent(s) or legal guardian(s), their acceptance of these Terms of Use and their agreement to take responsibility for: (i) your actions; (ii) any charges associated with your use of any of the Services or purchase of Products; and (iii) your acceptance and compliance with these Terms of Use. If you do not have consent from your parent(s) or legal guardian(s), you must stop using/accessing this Website and using the Services.

 

1. Definitions and Interpretation

 

Definitions. Unless the context otherwise requires, the following terms shall have the following meanings in these Terms of Use:

 

1.1 “Intellectual Property” means all copyright, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.

 

1.2 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.

 

1.3 “Materials” means, collectively, all web pages on the Website, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Website and the functionalities or services provided on the Website.

 

1.4 “Order” means your order for purchase of Products sent through the Website.

 

1.5 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.

 

1.6 “Price” means the price of Products listed for sale to Users, as stated on the Website.

 

1.7 “Product” means a product available for sale on the Website, including Vaya tyffyn and bag mat.

 

1.8 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:

 

(a) contains any type of malware, computer virus or other invasive or damaging code or program;

(a) infringes any third-party Intellectual Property or any other proprietary rights;

(b) is defamatory, seditious, libellous or threatening;

(c) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or

(d) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.

 

1.9 “Services” means services, information and functions made available by us at the Website.

 

1.10 “Terms of Use” means the recitals, [Clauses 1 to 20] of these terms of use.

 

1.11 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Website and Products.

 

1.12 “User”, “you” and “your”, means the end user accessing/ using this Website.

 

1.13 “Vaya”, “we”, “our” and “us” refer to Vaya Holdings Private Limited (a company incorporated pursuant to the laws of Singapore under registration number 201618520M and having its registered address at 1003 Bukit Merah Central, #06-07 Singapore, 159836) and any of its subsidiaries.

 

1.14 “Website” means the website operated and/or owned by Vaya which is presently located at the following URL: www.vayalife.com.

 

Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In the Terms of Use, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use.

 

2. General use of Services and/or access of Website

 

2.1 Guidelines to the use of Website and/or Services: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the use of the Services and/or access to the Website, as well as any amendments to the aforementioned, issued by us, from time to time. We reserve the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Website.

 

2.2 Restricted activities: You agree and undertake NOT to:

 

(a) impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

 

(b) use the Website or Services for illegal purposes;

 

(c) attempt to gain unauthorized access to or otherwise interfere or disrupt other computer systems or networks connected to the Website or Services;

 

(d) post, promote or transmit through the Website or Services any unsolicited and Prohibited Materials;

 

(e) gain unauthorised access to or interfere with another’s utilization and enjoyment of the Website or Services;

 

(f) use or upload, in any way, any software or material that contains, or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair or corrupt the Website’s data or damage or interfere with the operation of another User’s computer or mobile device or the Website or Services; and

 

(g) use the Website or Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other applicable laws.

 

Any breach of this provision would constitute a criminal offence under the Computer Misuse and Cybersecurity Act 2013. In the event such breach occurs, Vaya will report the breach to the relevant law enforcement authorities and appropriate legal action will be taken.

 

2.3 Availability of Website and Services: We may, from time to time and without giving any reason or prior notice, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Website or any Services and shall not be liable if any such upgrade, modification, suspension or removal prevents you from accessing the Website or any part of the Services.

 

2.4 Right, but not obligation, to monitor content: We reserve the right, but shall not be obliged to:

 

(a) monitor, screen or otherwise control any activity, content or material on the Website and/or through the Services. We may in our sole and absolute discretion, investigate any violation of the terms and conditions contained herein and may take any action we deem appropriate;

 

(b) prevent or restrict access of any User to the Website and/or the Services;

 

(c) report any activity that we suspect to be in violation of any applicable law, statute or regulation to the appropriate authorities and to co-operate with such authorities; and/or

 

(d) request any information and data from you in connection with your use of the Services and/or access of the Website at any time and exercise our right under this paragraph if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.

 

3. Formation of a Contract with respect to the Products

 

3.1 The information set out in the Terms of Use and the details contained on this Website do not constitute an offer for sale but rather an invitation to offer. No contract in respect of any Products shall exist between you and us until we have shipped the Products to your address.

 

3.2 To submit an Order, you will be required to follow the online shopping process on the Website.

 

3.3 An Order is only considered accepted by us upon your Order being shipped to the delivery address provided by you.

 

3.4 A contract will relate only to those Products which we deliver to you. If your Order consists of more than one Product, the Products may be delivered to you in separate packages at separate times.

 

4. Payment Terms and Price

 

Although we make best efforts to ensure that all details, descriptions and Prices of Products that appear on the Website are accurate and up-to-date, there may be instances where errors may occur. [If we discover an error in the Price of any Products which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your Order at the correct price or cancelling it. If we are unable to contact you we will treat the Order as cancelled.  If you cancel your Order before we have shipped it to you, and you have already paid for your Order, you will receive a full refund. You are responsible for paying all fees and taxes associated with the Order.

 

4.1 Where applicable, Prices are inclusive of taxes and are in Local currency. Additional delivery costs may be charged, where applicable depending on the location.

 

4.2 We reserve the right to amend the Prices at any time without giving any reason or prior notice.

 

4.3 We are under no obligation to fulfil your Order if the Price listed on the website is incorrect (even after your Order has been acknowledged by us).

 

4.4 You can pay using any of our payment partners listed on our

 

4.5 By purchasing the Products on our Website, you agree that you have read, understood and accepted all the terms and conditions  listed here

 

5. Delivery and Risk

 

5.1 We aim to deliver the Product to you at the place of delivery requested by you in your Order.

 

5.2 We shall notify you if we expect to be unable to meet our estimated delivery date, but, to the extent permitted by law, we shall not be liable to you for any Losses arising out of late delivery.

 

5.3 Upon delivery of the Product, you may be required to sign for delivery.

 

5.4 Please note that it might not be possible for us to deliver to some locations in which event, we will inform you using the contact details that you provide to us when you make your Order and arrange for cancellation of the Order or delivery to an alternative delivery address.

 

5.5 We deliver in our standard packaging.

 

5.6 All risk in the Product shall pass to you upon delivery, except that, where delivery is delayed due to a breach of your obligations, risk shall pass at the date when delivery would have occurred but for your breach. From the time when risk passes to you, we will not be liable for destruction or Losses arising out of the Product.

 

5.7 If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you do not (within two weeks of our first attempt to deliver the Product to you) accept delivery or collect the Product from the carrier, we may (without affecting any other right or remedy available to us) do either or both of the following:

 

(a) charge you for any fee and other costs reasonably incurred by us, including but not limited to any shipping costs; or

 

(b) no longer make the Product available for delivery or collection and notify you that we are immediately cancelling the applicable contract, in which case we will refund to you or your credit or debit card company as applicable any money already paid to us under the contract, less our reasonable administration charges (including for attempting to deliver and then returning the Product, and any storage fees.

 

6. Cancellation (non-faulty product)

 

If you wish to cancel your Order please contact us at our contact details as displayed on the Website. In case the product is already shipped,  cancellation fees shall be applicable. .

 

7. Faulty Products

 

7.1 Product image as seen on the Website may slightly differ from the actual Product that you receive.

 

7.2 If the item you receive is faulty, please contact us at our contact details as displayed on the Website and provide your Order number, your name and address, details of the Product and the reason for return, and whether you require a refund or a replacement.

 

7.3 Upon receipt of the Product, we will examine it and we will advise you on your right to a replacement or refund (if any) via email as soon as practicable.

 

7.4 In the event the Product returned is not faulty, we may at our discretion decide not to repair, replace or refund you for the Product and/or we may require you to pay all reasonable carriage costs and servicing costs at our current standard fees and costs and charge this to your credit or debit card, or the payment details that you provided to us when you made your Order, and, to the extent permitted by law, we shall not be liable to you for any Losses.

 

8. Users submitting Personal Data
8.1 Username/Password: Purchase of Products made available on the Website may require creation of an account with us or for you to provide Personal Data. If you request to create an account with us, a Username and Password may either be: (i) determined and issued to you by us; or (ii) provided by you and accepted by us in our sole and absolute discretion in connection with the use of Services. We may at any time in our sole and absolute discretion, request that you update your Personal Data or forthwith invalidate the Username and/or Password without giving any reason or prior notice and shall not be liable or responsible for any Losses suffered by or caused by you or arising out of or in connection with or by reason of such request or invalidation. You hereby agree to change your Password from time to time and to keep the Username and Password confidential and shall be responsible for the security of your account and liable for any disclosure or use (whether such use is authorised or not) of the Username and/or Password. You are to notify us immediately if you have knowledge or have reason for suspecting that the confidentiality of the Username and/or Password has been compromised or if there has been any unauthorised use of the Username and/or Password or if your Personal Data requires updating.

 

8.2 Acknowledgement of Privacy Policy: You acknowledge that you have read and agree to the Privacy Policy at [https://vayalife.com/privacy-policy/] and consent to our collection, use and disclosure of your Personal Data for the purposes as set out in the Privacy Policy.
8.3 Purported use/access: You agree and acknowledge that any use of the Services and/or any access to the Website and any information, data or communications referable to your Username and Password shall be deemed to be, as the case may be:
(a) access to the relevant Website and/or use of the Services by you; or

(b) information, data or communications posted, transmitted and validly issued by you.
You agree to be bound by any access of the Website and/or use of any Services (whether such access or use are authorised by you or not) and you agree that we shall be entitled (but not obliged) to act upon, rely on or hold you solely responsible and liable in respect thereof as if the same were carried out or transmitted by you. You further agree and acknowledge that you shall be bound by and agree to fully indemnify us against any and all Losses attributable to any use of any Services and/or or access to the Website referable to your Username and Password.

 

9. Use of Services

 

9.1 Application of this Clause: In addition to all other terms and conditions of these Terms of Use, the provisions in this Clause 10 are the additional specific terms and conditions governing your use of the Services.

 

9.2 Restrictions: Use of the Services is limited to authorised Users that are of legal age and who have the legal capacity to enter into and form contracts under any applicable law. Users who have breached or are in breach of the terms and conditions contained herein and Users who have been permanently or temporarily suspended from use of any of the Services may not use the Services even if they satisfy the requirements of this Clause 10.2.

 

9.3 General terms of use: You agree:

 

(a) to access and/or use the Services only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the Services in good faith; and

 

(b) to ensure that any information or data you post or cause to appear on the Website in connection with the Services is accurate and agree to take sole responsibility for such information and data.

 

10. Intellectual property

 

10.1 Ownership: The Intellectual Property in and to the Website, Materials and the Products are owned, licensed to or controlled by us, our licensors or our service providers. We reserve the right to enforce its Intellectual Property to the fullest extent of the law.

 

10.2 Restricted use: No part or parts of the Website, or any Materials may be reproduced, altered, distributed, republished, displayed, broadcast, hyperlinked, transferred or transmitted in any manner or by any means or stored in any system or installed on any servers, system or equipment without our prior written permission or that of the relevant copyright owners. Subject to Clause 11.3, permission will only be granted to you to download, print or use the Materials for personal and non-commercial uses, provided that you do not modify the Materials and that we or the relevant copyright owners retain all copyright and other proprietary notices contained in the Materials.

 

10.3 Trademarks: The Trademarks are registered and unregistered trademarks of ours or third parties. Nothing on the Website and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademarks displayed, without our written permission or any other applicable trademark owner.

 

11. Limitation of liability

 

11.1 No representations or warranties: Except as set out in the Warranty Terms and Conditions page [https://vayalife.com/warranty/], the Services, the Website and the Materials are provided on an “as is” basis. All data and/or information contained in the Website, the Services or the Materials are provided for informational purposes only. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Website, the Services or the Materials. Without prejudice to the generality of the foregoing, we do not warrant:

 

(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and/or information contained in the Website, the Services or the Materials;

 

(b) that the Website, the Services or that any of the Materials will be provided uninterrupted, secure or free from errors or omissions, or that any identified defect will be corrected;

 

(c) that the Website, the Services or the Materials are free from any malware, computer virus or other malicious, destructive or corrupting code, agent, program or macros; and

 

(d) the security of any information transmitted by you or to you through the Website or the Services, and you accept the risk that any information transmitted or received through the Services or the Website may be accessed by unauthorised third parties and/or disclosed by us or our officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.

 

11.2 Exclusion of liability: Vaya shall not be liable to you for any Losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:

 

(a) any access, use and/or inability to use the Website or the Services;

 

(b) reliance on any data or information made available through the Website and/or through the Services. You should not act on such data or information without first independently verifying its contents;

 

(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code and program; and

 

(d) any use of or access to any other website or webpage linked to the Website, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same.

 

11.3 At your own risk: Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Website is entirely at your own risk and we shall not be liable therefor.

 

12. Hyperlinks, alerts and advertising

 

12.1 Hyperlinks: For your convenience, we may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under our control and we are not liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

 

12.2 Advertising: We may attach banners, java applets and/or such other materials to the Website for the purposes of advertising our products and/or services. For the avoidance of doubt, you shall not be entitled to receive any payment, fee and/or commission in respect of any such advertising or other promotional materials.

 

13. Termination

 

We may, in our sole discretion and with immediate effect upon giving you notice, terminate your use of the Website and/or Services and/or disable your Username and Password. We may bar access to the Website and/or Services (or any part thereof) for any reason whatsoever, including a breach of any of these Terms of Use or where if we believe that you have violated or acted inconsistently with any terms or conditions set out herein, or if in our opinion or the opinion of any regulatory authority, it is not suitable to continue providing the services relating to the Website.

 

14. Warranty Disclaimer

 

We have no special relationship with or fiduciary duty to you whatsoever. You acknowledge that we have no duty to take any action regarding any of the following: which Users gain access to the Website; what content Users access through the Website; what effects the content may have on Users; how Users may interpret or use the content; or what actions Users may take as a result of having been exposed to the content. We cannot guarantee the authenticity of any data or information that Users provide about themselves. You release Vaya from all liability for your having acquired or not acquired content through the Website. The Website may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. We make no representations concerning any content on the Website, and we are not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service. We make no guarantee of confidentiality or privacy of any communication or information transmitted on the Website or any website linked to the Website. We will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on our equipment, transmitted over networks accessed by the Website, or otherwise connected with your use of the Service.

 

15. Indemnification

 

You shall defend, indemnify, and hold harmless Vaya, its affiliates, and each of its and its affiliates’ employees, contractors, directors, consultants, advisers, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Service and content of the Website, or otherwise from your User submissions, violation of the Terms of Use, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

 

16. International

 

Accessing the Service is prohibited from territories where the contents of the Website are illegal. If you access the Website and avail the Services from such territories, you do so at your own initiative and are responsible for compliance with local laws.

 

17. Notices

 

17.1 Notices from us: All notices or other communications given to you if:

 

(a) communicated through any print or electronic media as we may select will be deemed to be notified to you on the date of publication or broadcast; or

 

(b) sent by post or left at your last known address will be deemed to be received by you on the day following such posting or on the day when it was so left.

 

17.2 Notices from you: You may only give notice to us in writing sent to our designated address or e-mail address, and we shall be deemed to have received such notice only upon receipt. While we endeavour to respond promptly to notices from you, we cannot guarantee that we will always respond with consistent speed.

 

17.3 Other modes: Notwithstanding Clauses 18.1 and 18.2, we may from time to time designate other acceptable modes of giving notices (including but not limited to e-mail or other forms of electronic communication) and the time or event by which such notice shall be deemed given.

 

18. Copyright Notification

 

Vaya will remove infringing materials if properly notified that any content in the Website infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement or that any content infringes your intellectual property right and is accessible via the Service or in connection with our promotion of the Service or Product, please notify us at [[email protected]] in writing.

 

19. General

 

19.1 Cumulative rights and remedies: Unless otherwise provided under these Terms of Use, the provisions of these Terms of Use and our rights and remedies under these Terms of Use are cumulative and are without prejudice and in addition to any rights or remedies we may have in law or in equity, and no exercise by us of any one right or remedy under these Terms of Use, or at law or in equity, shall operate so as to hinder or prevent our exercise of any other such right or remedy as at law or in equity.

 

19.2 No waiver: Our failure to enforce these Terms of Use shall not constitute a waiver of these terms, and such failure shall not affect the right later to enforce these Terms of Use. We would still be entitled to use our rights and remedies in any other situation where you breach these Terms of Use.

 

19.3 Severability: If at any time any provision of these Terms of Use 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 these Terms of Use.

 

19.4 Rights of third parties: A person or entity who is not a party to these Terms of Use shall have no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore or any similar legislation in any jurisdiction to enforce any term of these Terms of Use, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of these Terms of Use.

 

19.5 Governing law: Use of the Website and/or the Services and these Terms of Use shall be governed by and construed in accordance with Singapore law and you hereby submit to the exclusive jurisdiction of the Singapore courts.

 

19.6 Amendments: We may by notice through the Website or by such other method of notification as we may designate (which may include notification by way of e-mail), vary the terms and conditions of these Terms of Use, such variation to take effect on the date we specify through the above means. If you use the Website or the Services after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must stop access or using the Website and the Services and terminate these Terms of Use. Our right to vary these Terms of Use in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms of Use.

 

19.7 Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on our part shall be subject to correction without any liability on our part.

 

19.8 Entire agreement: These Terms of Use shall constitute the entire agreement between you and us relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements with respect to the subject matter hereof.

 

19.9 Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us or our service providers relating to or in connection with the Website and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.

 

19.10 Sub-contracting and delegation: We reserve the right to delegate or sub-contract the performance of any of our functions in connection with the Website and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.

 

19.11 Assignment: You may not assign your rights under these Terms of Use without our prior written consent. We may assign our rights under these Terms of Use to any third party.

 

19.12 Force Majeure: We shall not be liable for non-performance, error, interruption or delay in the performance of its obligations under these Terms of Use (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Website’s and/or Services’ contents if this is due, in whole or in part, directly or indirectly to an event or failure which is beyond our reasonable control.