Wo Hui Mandarin Product and Services Sales TCs

Wo Hui Mandarin – Product and Services Sales T&Cs

1.              PARTIES

1.1           Wo Hui Pte. Ltd. is a private limited company incorporated under Singapore law with registration number 201838705N (“We”, “Our”, “Us”). Our registered address is #19-04/05, 101 Thomson Road (United Square), Singapore 307591.

1.2           We are the owner and/or licensor of the Wo Hui Mandarin Platform and are in the business of providing an integrated solution that facilitates the learning of the Chinese language.

1.3           You are the natural person who is using the Wo Hui Mandarin Platform (“You”, “Your”, “Yours”).

1.4           Through the Wo Hui Mandarin Platform, You may access certain Free Content and purchase certain Deliverables from Us, as well as access 3P Offerings, in accordance with these Product and Services Sales T&Cs.

2.              REQUEST ORDERS AND CONTRACTS – OUR PRODUCTS AND SERVICES

2.1           You acknowledge and agree that only those Products or Services which have been identified as Deliverables in a Contract which we conclude with You (or, where You are an Organisational User, with Your Organisation), are Products or Services which are provided and/or performed by Us and which we will be responsible for, in accordance with these Product and Services Sales T&Cs.

2.2           Where You place an Order Request for Deliverables via the Wo Hui Mandarin Platform, You will receive an email from Us acknowledging that We have received and are reviewing Your Order Request.

2.3           Your Order Request constitutes an offer to Us to buy Deliverables from Us, and is subject to Our acceptance, which We will communicate to you via email.

2.4           Each Order Request, once accepted by Us, becomes a Contract and shall immediately constitute a separate and independent binding contract between You and Us incorporating these Product and Services Sales T&Cs.

3.              THIRD PARTY PRODUCTS AND SERVICES

3.1           In relation to 3P Offerings, You acknowledge and agree that:

3.1.1        We may receive a commission for your access and/or purchase of 3P Offerings;

3.1.2        such 3P Offerings are not under Our control and We have no responsibility for such 3P Offerings;

3.1.3        Your purchase of such 3P Offerings shall not form or constitute a Contract with Us and such 3P Offerings do not constitute Deliverables;

3.1.4        You shall enter into and maintain a direct contractual relationship with the providers of any relevant 3P Offerings without any recourse and/or liability to Us whatsoever;

3.1.5        to the extent that any element of the 3P Offerings are hosted on or utilise a Third Party website (e.g. Facebook) and there are separate terms of use for that website, You shall agree to and fully comply with such terms of use;

3.1.6        Your access to such 3P Offerings are strictly subject to the terms and conditions (including privacy policies, where relevant) of the relevant Third Party and Your access to the same is subject to Your own discretion;

3.1.7        you shall promptly fulfil any reasonable request that We make to You in connection with the 3P Offerings. and

3.1.8        We do not endorse such 3P Offerings and shall in no event be liable for any products and/or services of such Third Party providers.

3.2           Strictly subject to Clause 3.1, We may help facilitate Your access to certain 3P Offerings, on a no-recourse basis.

4.              YOUR STATUS

4.1           By submitting an Order Request to Us through the Wo Hui Mandarin Platform, You warrant and represent to Us that:

4.1.1        You are at least 15 years of age, or the age of majority in your province, territory or country;

4.1.2        You have read, understood and accept these Product and Services Sales T&Cs;

4.1.3        You have read, understood and accepted the Platform Terms of Use and the Wo Hui Mandarin User Code of Conduct;

4.1.4        where you are purchasing Deliverables, that You are duly authorised to submit the Order Request and that you intend to enter into a legally binding contract with Us if we accept your Order Request; and

4.1.5        that You are legally capable of entering into binding contracts; and

4.1.6        We may rely on the warranties and representation in Clauses 4.1.1- 4.1.5 without further investigation or clarification

5.              PERFORMANCE – OUR SERVICES

5.1           Subject to Your compliance with Clause 13, We shall use reasonable efforts to perform the Services set out in each Contract as soon as reasonably possible and otherwise in accordance with these Product and Services Sales T&Cs.

6.              WO HUI MANDARIN SUBSCRIPTIONS – SIGN UP

6.1           Where You are not an Organisational User, when We accept an Order Request from You for a Wo Hui Mandarin Subscription, You acknowledge and agree that Your Wo Hui Mandarin Subscription will continue until terminated in accordance with the Contract, subject to any suspension under Clause 13.6.2.

6.2           Where You are an Organisational User, in addition to Our other rights under these Product and Services Sales T&Cs, You acknowledge and agree that:

6.2.1        Your Wo Hui Mandarin Subscription may be transferred or terminated by Us, in accordance with requests We receive from Your Organisation at any time; and

6.2.2        We may transfer, terminate or suspend your Wo Hui Mandarin Subscription and User Account, in the event that We terminate in whole or in part, any Contract with Your Organisation and/or otherwise in accordance with the terms of any Contract which We have with Your Organisation,

in each case, without any notice or obligation whatsoever to You.

6.3           Where Clause 6.2 applies, We may, in Our sole and absolute discretion, extend an offer for You to retain Your User Account and/or continue Your Wo Hui Mandarin Subscription as an individual user, subject to such terms and conditions as We may prescribe from time to time.

6.4           You acknowledge and agree that Clause 6.3 does not constitute a representation or warranty by Us and that We do not guarantee that any such offer will be forthcoming, on any particular terms and conditions or at all.

7.              WO HUI MANDARIN SUBSCRIPTIONS – FREE TRIALS

7.1           Your Wo Hui Mandarin Subscription may begin with a Free Trial of the Service for a Free Trial Period, as specified in:

7.1.1        the Contract which We enter into with You; or

7.1.2        where You are an Organisational User, any Contract We have entered into with Your Organisation.

7.2           Your eligibility for a Free Trial shall be determined by Us in our sole discretion and We may:

7.2.1        revoke Your Free Trial and end the Free Trial Period; or

7.2.2        limit the duration of a Free Trial Period at any time,

to prevent free trial abuse or where We determine that You are not eligible.

7.3           To confirm whether You are eligible for a Free Trial, We may refer to information such as device ID, method of payment or user account email addresses associated with other user accounts to determine eligibility.

7.4           If You are not an Organisational User and We grant You a free trial of a Wo Hui Mandarin Subscription, We will charge You the recurring fees for that Wo Hui Mandarin Subscription for the next billing cycle at the end of the Free Trial Period, as specified in the Contract.

8.              WO HUI MANDARIN SUBSCRIPTIONS – SPECIFIC TERMS OF USE

8.1           To Use a Wo Hui Mandarin Subscription, You must:

8.1.1        have internet access and a device which is capable of accessing and using the Wo Hui Mandarin Platform; and

8.1.2        consent to and at all times strictly comply with the Wo Hui Mandarin User Code of Conduct and the Platform Terms of Use.

8.2           Without limiting the restrictions set-out in the Platform Terms of Use, You acknowledge and agree that a Wo Hui Mandarin Subscription and any Learning Community Content which You access through it, are:

8.2.1        for Your personal and non-commercial Use only; and

8.2.2        may not be shared with Third Parties

8.3           Where You are an Organisational User, Clause 8.2 may not apply solely to the limited extent expressly set-out in any Contract We have entered into with Your Organisation. You are solely responsible for confirming the terms of any Contract We have with Your Organisation.

8.4           During the term of Your Wo Hui Mandarin Subscription, We will grant You a limited, non-exclusive, non-transferable right to Use such Wo Hui Mandarin Subscription and access such Learning Community Content as set-out in a relevant Contract.

8.5           Except for the limited licence set-out in Clause 8.4, no right, title or interest shall be transferred to You.

8.6           You agree not to Use the Wo Hui Mandarin Platform, a Wo Hui Mandarin Subscription or the Learning Community Content to tutor or teach any Third Party or in any respect for public viewing or performances.

9.              APPROVED CONTENT & FREE CONTENT

9.1           You acknowledge and agree that the Approved Content Modules that apply to any Wo Hui Mandarin Subscription, shall be as stated in the relevant Contract.

9.2           In addition to any Deliverables We agree to provide to You under a Contract, We may, in our sole discretion, also grant your User Account access to certain Free Content from time to time.

9.3           We may suspend, limit or terminate Your access to such Free Content for any reason and at any time, without notice to You.

10.           YOUR OBLIGATIONS

10.1         To enable Us to provide and/or perform the Deliverables, You shall promptly provide Us with all relevant information which may have any bearing on the Deliverables being procured.

10.2         In particular, it is vitally important that:

10.2.1      You provide all instructions, information and documents required for Us to provide and/or perform the Deliverables in a pro-active, responsive and/or timely manner;

10.2.2      all information which You provide is correct, complete and not misleading; and

10.2.3      if there are changes to the information provided to Us, You notify Us immediately.

11.           WARRANTIES & REPRESENTATIONS

11.1         You warrant and represent to Us that:

11.1.1      all information You provide to Us is accurate and correct, and We may rely on it without further enquiry;

11.1.2      where You provide us with any information relating to a third party, You are legally authorised to do so and/or have obtained the required consents;

11.1.3      You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR; and

11.1.4      You shall not breach any of the conditions of these Product and Services Sales T&Cs.

11.2         You acknowledge and agree that:

11.2.1      We provide and/or perform the Deliverables on an ‘as is’ and “as available” basis;

11.2.2      We hereby exclude all conditions, warranties, representations or other terms (whether express, implied or otherwise) which may apply to the provision and/or performance of the Products and/or Services to the maximum extent permitted by Applicable Law (subject to Clause 11.5);

11.2.3      We do not endorse or offer any assurances in relation to any 3P Offerings that You may access via the Wo Hui Mandarin Platform and exclude any and all liability in respect of the same;

11.2.4      We do not guarantee the quality, suitability, safety or ability of Third Party providers associated with the provision of the Products and/or Services;

11.2.5      We cannot guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to the device You use to access the Products and/or Services;

11.2.6      We are not responsible for any loss You may incur as a result of viruses or other contaminating or destructive properties being transmitted to the device You use to access the Products and/or Services; and

11.2.7      the entire risk arising out of Your Use of the Products and/or Services remains solely with You to the maximum extent permitted under Applicable Law.

11.3         Subject to Clause 11.5, You acknowledge and agree that insofar as is permitted by Applicable Law, We provide no warranties nor give any representations or undertakings to You whatsoever including that:

11.3.1      the Products and/or Services or any content, service or feature of the same will be accurate, complete or up to date;

11.3.2      the Products and/or Services, or any content, service or feature of the same shall be error-free or uninterrupted, or that any defects will be corrected; or

11.3.3      the Products and/or Services will be accessible on any particular hardware or devices.

11.4         Subject to Clause 11.5:

11.4.1      We provide no warranties nor give any representations or undertakings as to the ownership, accuracy or adequacy of the Products and/or Services; and

11.4.2      We exclude all conditions, warranties, representations or other terms which may apply to the Wo Hui Mandarin Platform or any content on it to the maximum extent permitted by Applicable Law.

11.5         Nothing in these Product and Services Sales T&Cs shall be interpreted to exclude, restrict or modify any rights or remedies available to You as a consumer under Applicable Law, which cannot be excluded, restricted or modified.

12.           PRICES & TAXES

12.1         Prices for Deliverables are as stated on the Wo Hui Mandarin Platform, in Singapore Dollars and inclusive of GST, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the same.

12.2         We may change the prices of Deliverables at any time in our sole and absolute discretion:

12.2.1      where You are not an Organisational User, in the case of prices for a Wo Hui Mandarin Subscription which We provide under a Contract with You, upon 30 days’ prior notice; and

12.2.2      in the case of all other Deliverables, without any need to notify You.

13.           PAYMENT

13.1         You hereby authorise Us to make a debit on the debit or credit card associated with Your User Account or provided to Us:

13.1.1      when You submit Your Order Request; and

13.1.2      where recurring payments are required, including where You have submitted an Order Request for a Wo Hui Mandarin Subscription, thereafter in accordance with the billing cycle and at the rates specified in the Contract.

13.2         Payment received means when We receive a credit / debit card authorisation to that effect.

13.3         You acknowledge and agree that if, for whatever reason, Your payment is reversed or declined, where recurring payments are required, then Your liability to Us will automatically be deemed a debt immediately due and payable.

13.4         Any outstanding payments You owe Us shall attract late payment interest of 8% per annum until full payment is received.

13.5         You remain liable for payment of applicable taxes and You shall pay all Our invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges. Where We do not receive full payment as a result of You not paying Your bank charges, We will raise a separate invoice to You for the amount of the unpaid charges.

13.6         If You do not pay for Your Contract in full and on time then We reserve the right to:

13.6.1      terminate Your User Account; and/or

13.6.2      suspend and/or terminate the provision and/or performance of the Deliverables forthwith in whole or in part.

14.           LIABILITY

14.1         These TOB set out the full extent of Our obligations and liabilities to You in respect of the Products and/or Services.

14.2         Except in relation to Your liability and/or breach under Clauses 15, 18, 20 and/or 22 , neither Party shall be liable to the other Party for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.

14.3         You acknowledge and agree that We shall not be liable to You for any damages, liability or losses arising out of:

14.3.1      Your use of or reliance on the Products and/or Services made available via the Wo Hui Mandarin Platform or Your inability to Use the Wo Hui Mandarin Platform and/or access Products and/or Services (as the case may be);

14.3.2      any failure to provide the Products and/or Services, in part or in full, due to abnormal and unforeseen circumstances beyond Our control; or

14.3.3      any transaction or relationship between You and any Third Party provider associated with the provision of the Products and/or Services.

14.4         To the maximum extent permitted by Applicable Law, Our total liability to You for any and all claims of whatever nature arising out of or in connection with this Agreement is strictly limited to the total amount of fees You have paid to Us under this Agreement.

14.5         The limitations and disclaimer in this Clause 14 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under Applicable Law.

15.           CONSENT AND RELEASE OF CLAIMS

15.1         You irrevocably consent to Us and Our technical and support staff accessing and using your User Account for testing and troubleshooting purposes from time to time.

15.2         Where You are an Organisational User:

15.2.1      You understand that the Organisation and Organisation Administrators may:

(a)                access Your User Account and edit, copy or otherwise process any and all information in Your User Account, including Personal Information; and

(b)                may send password reset or update requests in relation to Your User Account;

15.2.2      You irrevocably consent to the Organisation and Organisation Administrators:

(a)                accessing Your User Account and any data which is contained in or which You share through Your User Account, including Personal Information; and

(b)                sending password reset or update requests in relation to Your User Account;

and

15.2.3      You:

(a)                acknowledge and agree that We are not in any way responsible for the actions of the Organisation or Organisation Administrators; and

(b)                irrevocably release and waive any claims against Us in relation to the activities described in Clauses 15.2.1 and 15.2.2.

15.3         For the purposes of Clauses 15.1 and 15.2, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.

16.           INDEMNITY

16.1         You acknowledge and agree that You shall fully indemnify, defend and hold Us harmless from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:

16.1.1      Your breach of these Product and Services Sales T&Cs or the Wo Hui Mandarin User Code of Conduct;

16.1.2      Your access, purchase and/or use of any 3P Offering;

16.1.3      Our use of any and all information that You submit to Us via the Wo Hui Mandarin Platform and/or in relation to the Products and/or Services; and

16.1.4      any claim brought by a Third Party alleging breach of such Third Party’s IPR as a result of any Posts You make.

16.2         For the purposes of Clause 16.1, We shall be deemed to include Our affiliates, employees, agents, directors, shareholders and officers.

17.           TERMINATION

17.1         We may immediately terminate any Contract with You under these Product and Services Sales T&Cs at any time before delivery and for whatever reason upon notice to You and/or by cancelling Your access to Your User Account.

17.2         Where We terminate any Contract for whatever reason with You, then We will send You an email notifying You of the same, and will:

17.2.1      (if We have not charged Your card) not charge Your debit or credit card; or

17.2.2      (if We have already charged Your card) process a refund of monies We had previously debited from Your card,

provided that We may elect, in Our sole discretion, not to process a refund of monies where We have terminated the Contract due to any breach by You or where You are engaged in illegal or fraudulent use of any Deliverables.

17.3         Upon termination of any Contract by Us, You acknowledge and agree that We shall have no further liability to You under such Contract.

17.4         Upon receipt of a termination notice, the Parties shall promptly (and in any event, within any time frame set out in the termination notice):

17.4.1      return all Confidential Information to the Party that disclosed it, or destroy such Confidential Information and provide evidence of destruction where requested;

17.4.2      any outstanding payments owed to Us, if any, will immediately become due;

17.4.3      take all possible action to mitigate any liabilities which may arise as a result of such termination; and

17.4.4      cease performance of the obligations under the relevant Contract in accordance with, and to the extent specified in, the termination notice.

17.5         The Surviving Provisions shall survive the termination of these Product and Services Sales T&Cs.

17.6         Clause 17.5 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these Product and Services Sales T&Cs.

18.           VIRUSES

18.1         We do not guarantee that the Products or Services will be secure or free from bugs or Viruses. You shall not misuse the Products or Services by knowingly introducing any Viruses.

18.2         You shall not attempt to use the Products or Services in an unauthorised manner.

18.3         You shall not attack the Products or Services via a denial-of-service attack, a distributed denial-of-service attack or any other cyber-attack aimed to disrupt the ordinary function of the Products or Services.

18.4         You acknowledge and agree that any breaches of Clauses 18.1, 18.2 or 18.3 by You:

18.4.1      will amount to a criminal offence under Applicable Law;

18.4.2      shall be reported by Us to the relevant law enforcement authorities and We shall cooperate with them by disclosing Your identity to them or requesting You for additional information in relation to Your identity; and

18.4.3      shall result in Your right to Use the Wo Hui Mandarin Platform and the relevant Products and/or Services ceasing immediately and Us taking relevant proceedings against You.

19.           NETWORK ACCESS & DEVICES

19.1         You acknowledge and agree that You are responsible for:

19.1.1      obtaining the data network access necessary to Use the Wo Hui Mandarin Platform and the Products and/or Services, including all fees and charges associated with the same; and

19.1.2      procuring compatible hardware or devices necessary to access the Wo Hui Mandarin Platform and the Products and/or Services.

20.           INTELLECTUAL PROPERTY

20.1         You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR.

20.2         The Wo Hui Mandarin Platform and all rights therein are and shall remain Our property or the property of Our licensors. Neither these T&Cs nor Your Use of the Wo Hui Mandarin Platform shall convey or grant to You any rights:

20.2.1      in or related to the Wo Hui Mandarin Platform except for the limited licence granted in Clause 8.4; or

20.2.2      to use or reference in any manner Our Marks or those of Our licensors.

20.3         All content and functionality on the Wo Hui Mandarin Platform are the exclusive property of Us or Our licensors and are protected by Applicable Law.

20.4         The Marks displayed on the Wo Hui Mandarin Platform are IPR owned by Us and/or Our licensors. You shall not use or reproduce any Marks of, or imply any endorsement by or relationship with, Us or Our licensors.

21.           PLATFORM DATA

21.1         You acknowledge and agree that:

21.1.1      We may collect Platform Data from You;

21.1.2      any Platform Data that We collect in connection with the Wo Hui Mandarin Platform shall be the absolute property of Ourselves;

21.1.3      We may use any Platform Data, on an aggregated and anonymized basis, for the purposes of:

(a)                performing our obligations under a Contract;

(b)                improving the Wo Hui Mandarin Platform; and/or

(c)                for Our general business purposes or the general business purposes of Our affiliates.

22.           CONFIDENTIALITY

22.1         This Clause 21 is mutual and applies to all Confidential Information which the Parties provide to each other.

22.2         Both Parties shall observe the following obligations:

22.2.1      that all Confidential Information will be treated as being absolutely confidential;

22.2.2      no disclosures to anyone if not agreed in advance in writing, unless to lawyers or a court or if a regulator demands it;

22.2.3      all Confidential Information is to be kept really secure – no less than reasonable commercial efforts must be applied to keep it secure;

22.2.4      if Confidential Information has been compromised then report it to the other Party immediately; and

22.2.5      return or destroy the Confidential Information once Your customer relationship with Us has ended subject to Applicable Laws which say it must be kept.

23.           GENERAL PROVISIONS

23.1         You acknowledge and agree that You shall not refer to Us or Our licensors in any public media for any purposes.

23.2         You acknowledge and agree that We may amend these Product and Services Sales T&Cs at any time at Our discretion and You will be deemed to have accepted any amendments if You continue using any Deliverables after the amendments are notified to You.

23.3         In accepting and agreeing these Product and Services Sales T&Cs, You hereby warrant and represent to Us that You have the lawful capacity and authority needed for You to do so.

23.4         You acknowledge and agree that We can and will rely on the warranty, representation and undertaking You provide to Us at Clause 11.1.

23.5         Both You and We shall comply with all Applicable Law.

23.6         Each Party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of Clauses 15, 20 and/or 22 and the impacted Party may seek interim or injunctive relief.

23.7         We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Wo Hui Mandarin Platform (or any part thereof) and the Deliverables.

23.8         Neither You or We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under these Product and Services Sales T&Cs as a direct result of an established Force Majeure Event.

23.9         These Product and Services Sales T&Cs constitutes the entire agreement between You and Us relating to Our provision and/or performance of the Deliverables and Your access to and/or purchase of any 3P Offerings, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both Parties.

23.10      You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these Product and Services Sales T&Cs without Our prior written approval.

23.11      We may assign, transfer or deal in any way with Our rights under these Product and Services Sales T&Cs including to an affiliate or any Third Party.

23.12      No failure to exercise, nor any delay in exercising, any right, power or remedy under these Product and Services Sales T&Cs shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.

23.13      Any waiver of any breach of these Product and Services Sales T&Cs shall not be deemed to be a waiver of any subsequent breach.

23.14      If any provision of these Product and Services Sales T&Cs is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these Product and Services Sales T&Cs shall be deemed modified to the minimum extent necessary to make them valid and enforceable.

23.15      Where the deemed modification in Clause 23.14 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these Product and Services Sales T&Cs shall still remain in full force and effect.

23.16      Both Parties are and shall remain independent Parties, and neither Party shall have, or represent itself to have, any authority to bind the other Party to act on its behalf.

23.17      Nothing in these Product and Services Sales T&Cs shall be construed to make either Party an agent, employee, franchisee, joint venturer or legal representative of the other Party.

23.18      Except as expressly stated, these Product and Services Sales T&Cs do not create any rights that are enforceable by any Third Party. You acknowledge and agree that only You and We have rights under these Product and Services Sales T&Cs.

23.19      All notices under these Product and Services Sales T&Cs shall be in writing and shall be delivered by email to the Party due to receive it at the Party’s designated email address. In Our case, please send it to [email protected].

23.20      These Product and Services Sales T&Cs are drawn up in the English language and the English language version of the same shall always prevail over any translation. These Product and Services Sales T&Cs shall be construed, interpreted and administered in English.

23.21      These Product and Services Sales T&Cs are governed by, and shall be construed in accordance with, the law of Singapore.

23.22      Both You and We agree to submit any disputes arising under or in connection with these Product and Services Sales T&Cs to binding and final arbitration, and the following shall apply:

23.22.1   the arbitration shall be administered by the Singapore International Arbitration Centre (SIAC);

23.22.2   the arbitration shall be conducted 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 23.22;

23.22.3   the seat of the arbitration shall be Singapore;

23.22.4   the arbitral tribunal shall consist of 1 arbitrator;

23.22.5   the language of the arbitration shall be English; and

23.22.6   the costs of the arbitration shall be borne equally by both parties.

24.           DEFINITIONS

24.1         “3P Offerings” means any Third Party content available, as well goods and/or services offered for supply and/or sale by Third Parties, on the Wo Hui Mandarin Platform.

24.2         “Administrator Account” means an account which may be used by an Organisation Administrator to conduct administrative activities on an Organisation’s behalf, including the creation of User Accounts for Organisational Users, amendment of an Organisational User’s details, submission of password reset requests and access to and processing of an Organisational User’s information (including Personal Information).

24.3         “Applicable Law” means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals and/or other laws and any other instrument or direction from officials having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions thereto) relating to or connected with the activities contemplated under this Agreement, wherever so located and/or performed.

24.4         “Approvals” means any licenses, permits, consents, approvals and authorisations (statutory, regulatory or otherwise) that either You or We may require to perform our obligations under this Agreement.

24.5         “Approved Content Module” means Learning Community Content other than Free Content and 3P Offerings, which We agree to grant You access to, pursuant to a Contract.

24.6         “Confidential Information” means these Product and Services Sales T&Cs and all information of any nature which a Party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.

24.7         “Contract” means (i) any Order Request that We have accepted pursuant to Clause 2.4 in relation to Deliverables and to which these Product and Services Sales T&Cs shall be incorporated by reference and apply; or (ii) where You are an Organisational User, any agreement We have entered into with Your Organisation in respect of the provision of Deliverables to You.

24.8         “Deliverables” means Products and/or Services which We have agreed to provide to You under a Contract.

24.9         “Free Content” means any free access to teaching or learning tools, media, links or any other form of content which We make available on the Wo Hui Mandarin Platform and/or through your User Account, in our sole discretion from time to time and may include 3P Offerings.

24.10      “Free Trial” means a free trial of a Wo Hui Mandarin Subscription

24.11      “Free Trial Period” means the period of time for which We grant You a Free Trial, as specified in a Contract.

24.12      “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these T&Cs (e.g. acts of God, civil unrest, pandemics, political situations etc.).

24.13      “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.

24.14      “Learning Community Content” means selected teaching and learning tools, media, message boards and digital community discussion spaces in the Wo Hui Mandarin Platform, which may only be accessed by User Accounts with an active Wo Hui Mandarin Subscription and may include 3P Offerings.

24.15      “Marks” means company names, product and service names, trademarks, service marks, designs and logos.

24.16      “Organisation Administrator” means Persons who act as representatives of an Organisation and have access to Administrator Accounts.

24.17      “Organisational User” means a Person who is a member of an Organisation and signs-up for a User Account, under that Organisation’s corporate account with Us.

24.18      “Order Request” means any request which You provide to Us for Deliverables via the Wo Hui Mandarin Platform.

24.19      “Our Apps” means the Wo Hui Mandarin applications downloadable via a relevant app store including those offered by Apple Inc., Google Inc., Microsoft Corporation or Research in Motion Limited or Amazon, including Wo Hui Mandarin Learn and Wo Hui Mandarin Play.

24.20      “Our Sites” means the Wo Hui Mandarin websites, including wohui.co, cnl.wohui.co, wohui.io, games.wohui.co.

24.21      “Party” means either You or Us.

24.22      “Person” means a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors or an individual.

24.23      “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, Our possession.

24.24      “Platform Data” means any information generated by Your use of the Wo Hui Mandarin Platform which shall include, but not be limited to:

24.24.1   App tokens;

24.24.2   Page tokens;

24.24.3   App secrets; and

24.24.4   Data points generated by app or site interactions.

24.25      “Post” means any material and/or information posted, shared or otherwise published on the Wo Hui Mandarin Platform, and “Posts” shall have the equivalent grammatical meaning.

24.26      “Products” means any products which We may choose to offer or make available for sale via the Wo Hui Mandarin Platform.

24.27      “Services” means any services which We may choose to offer or make available for sale via the Wo Hui Mandarin Platform.

24.28      “Surviving Provisions” means Clauses 1, 14, 15, 17.5, 17.6, 20, 22, 23.19 thru 23.22 and 24.

24.29      “Third Party” means a natural person or legal entity who is neither You nor Us.

24.30      “Product and Services Sales T&Cs” means these terms of business governing Your use and/or purchase of Our Services and/or Our Products.

24.31      “Use” means using the Wo Hui Mandarin Platform (or any part thereof), including downloading, accessing, browsing, viewing or registering to use and utilising in any manner (as the case may be) the Wo Hui Mandarin Platform either directly or indirectly.

24.32      “User Account” means the personal user account that a Person registers with Us via the Wo Hui Mandarin Platform to gain access to the Services.

24.33      “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.

24.34      “Wo Hui Mandarin Platform” means Our Sites and/or Our Apps.

24.35      “Wo Hui Mandarin Subscription” means a licence granted by Us to You to access certain Learning Community Content via the Wo Hui Mandarin Platform, in accordance with these Product and Services Sales T&Cs.

24.36      “Wo Hui Mandarin User Code of Conduct” means the user code of conduct applicable to the Wo Hui Mandarin Platform available at www.wohuimandarin.com/usercode, as may be updated from time to time.