XPLORE PREMIUM TERMS & CONDITIONS OF USE                

By accepting the terms and conditions of use as a subscriber of Xplore Premium by BEMYGUEST PTE. LTD. (Company Registration Number: 201205177M) (hereafter known as "BeMyGuest") a company incorporated in Singapore with its place of business at 80 Changi Rd, #03-01 Centropod, Singapore 419715, the subscriber agrees to the following terms and conditions.  

Customer wishes to appoint BeMyGuest as its provider of Distribution Technology, to facilitate a Booking System to help with the automation and consolidation of its Products Sales and Ticketing Operations of its own direct B2C sales channels, including but not limited to: Walk-in Customers and Website Customers and of its own direct B2B sales channels, including but not limited to: Online Travel Agents, Offline Travel Agents and Corporate Clients.

Subscription details

Monthly plan

Billing period :Subscribers on a monthly plan will have their credit/debit card debited on the first day of subscription, with a subsequent recurring charge every 30 days following.

An additional ticketing fee of 2% of all tickets sold during the same billing period will be debited at same time as monthly fee.

NB: All Singaporean based companies can expect an additional GST charge to both subcriptions and bookings fees.

Annual plan

Billing period :Subscribers on an annual plan will have their credit/debit card debited on the first day of subscription, with a subsequent recurring charge every 12 months following.

The subscriber’s credit/debit card will be charged a ticketing fee of 2% for each ticket sold every thirty days from the first day of subscription.

By purchasing a paid subscription to Xplore Premium you authorize BeMyGuest to charge you automatically until subscription is cancelled in writing. .  

BeMyGuest reserves the right to change the price for paid subscriptions, including recurring subscription fees from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the paid subscription prior to the price change going into effect.

Should an automatic payment deduction fail, BeMyGuest will make some additional attempts to access payment, and after subsequent written advice requesting update to billing details or funds, BeMyGuest reserves the right to suspend services to the Customer immediately whereupon the Xplore Premium plan will revert to the functionality of the Xplore Basic plan.

Once billing information is updated, and following a successful payment of due fees and any arrears, the Xplore Premium Plan can be reinstated.

NB: All Singaporean-based companies will be charged the applicable GST amount to both subscription and booking fees.

Cancellation of your subscription

Subscription cancellations become effective at the end of the Customer’s current billing period. All booking fees remain payable and may be invoiced to you up to thirty days following the end of final billing period.

Payment gateway

The Customer’s own payment gateway may be configured to their e-store as instructed through their Xplore Premium account. The Customer acknowledges that the payment gateway provider is a third-party service and is subject to separate terms and conditions from the Xplore Premium system provided by BeMyGuest. All communication, payments, and account information lay between the Customer and the payment gateway provider, with no engagement or responsibility attributed to BeMyGuest.

Some selected payment gateways require additional configuration, please refer to your payment gateway provider for more details.

For currently supported payment gateways go to your Account settings page, and click on payment gateways in the menu.

Data Protection

Customer acknowledges and agrees that where personal data is disclosed by BeMyGuest to Customer (“BMG Data”), such BMG Data shall only be used for the purposes contemplated under this Agreement. Customer shall comply and shall procure its employees to comply with all applicable data protection laws (including the Personal Data Protection Act of 2012 (https://www.pdpc.gov.sg/legislation-and-guidelines/overview) and its subsidiary legislation (as may be amended, supplemented or substituted from time to time) which apply to BMG Data Confidentiality.

The terms contained in this Agreement, all information relating to rates, commissions, mark-ups and payment details, and all information of a secret, confidential or proprietary nature concerning the business or affairs of both Parties are strictly confidential and must not be disclosed by either Party to third parties. In the event of termination of this Agreement for whatever reason, the obligations of both Parties in this clause shall survive the termination of this Agreement.

Representations

Customer represents and warrants throughout the term of this Agreement that: (a) it has the power and authority to enter into this Agreement; (b) it is authorised to market, distribute and sell the Products to the public; (c) the Products and the provision of the Products will comply with all relevant laws or regulations; (d) it holds all necessary permits, licenses and approvals required for the provision of the Products and the operation of its business; (e) Customer owns all rights, titles and interests in Customer's Content and has the right to grant the licenses in Customer's Content stated in this Agreement; and (f) use of Customer’s Content will not constitute an infringement of the rights of any third party.

Conditions of use

By agreeing to these terms and conditions the Customer acknowledges that Xplore Premium is the property of BeMyGuest. You agree to abide by the user guidelines and not use the software in a manner not expressly permitted.

Indemnity

Customer agrees to defend, indemnify and hold BeMyGuest, including its officers, directors, agents, employees and personnel, harmless from and against any loss, cost, liabilities and expenses (including reasonable attorney's fees) that BeMyGuest may incur as a result of: (a) any breach by the Customer of this Agreement or its representation and warranties; (b) any claims arising out of or relating to the Products, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damage; (c) any claim by any governmental or regulatory authority relating to the Products; (d) any materials or information furnished by Customer to BeMyGuest; (e) any use of Customer's Content which use is unlawful; and (f) compliance with any laws or regulations specifically applicable to the Products.

BeMyGuest and Customer represent, warrant and indemnify each other that (i) no materials or information provided by either party for creating or developing any Deliverable shall (a) infringe the rights of any third party, including copyright, trademark or other proprietary rights or (b) contain any unlawful, harmful, defamatory or other objectionable material.

Liability

BeMyGuest is only responsible for delivering and integrating the Booking System. BeMyGuest shall not be held responsible or liable for any of the acts, omissions or defaults whether negligent or otherwise, of Customer or for any accident, personal injury, death, damage or loss suffered or incurred by a customer or user in respect of a Product. The indemnity given by Customer in the clause above shall apply to any claims, proceedings, action, damage, loss, costs and expenses suffered or incurred by BeMyGuest in respect of any of the foregoing matters.

Notwithstanding anything to the contrary in this Agreement, BeMyGuest shall not be liable to Customer under this Agreement for any loss of profits, loss of business, loss of contracts, loss of revenues, loss of savings (whether actual or anticipated) or for any special, indirect or consequential loss or damage of any nature whatsoever arising and whether caused by tort (including negligence), breach of contract, strict product liability, breach of statutory duty or otherwise.

Force Majeure

Neither Party shall be liable to the other Party for any delay or non-performance of its obligations under this Agreement arising from any cause or causes beyond a Party’s reasonable control, subject to the affected Party: (a) promptly notifying the other Party in writing of the cause of the delay or non-performance and the likely duration of such delay or non-performance; and (b) uses its best endeavours to limit the effect of that delay or non-performance on the other Party. Notwithstanding the foregoing, if the delay or non-performance continues for more than [30] days after that notice, the other Party may terminate this Agreement immediately by written notice to the affected Party.

Confidentiality

Each Party warrants and undertakes that all Confidential Information including non-public, confidential or proprietary information relating to the other Party, its directors, stockholders, officers, employees, parent company, affiliated companies and subsidiaries, whether written or oral, whether or not communicated as confidential information by the other Party to the first Party and the Party’s personnel, which the first Party and the personnel may have access to in the course of and in connection with the performance of Parties’ work, shall be kept confidential by the first Party and the personnel.  The obligations of this provision shall survive the termination of this Agreement.  In the event of any unauthorized disclosure of confidential information by the first Party and the personnel, the other Party shall be entitled, in addition to any other remedies that it may have at law or in equity, to injunctive relief, specific performance and damages.

All documents and equipment relating to the business of the other Party, whether prepared by the first Party or otherwise coming into the first Party’s possession, are the exclusive property of the other Party.  All such documents and equipment must be returned to the other Party at the termination of this Agreement or upon demand thereof by the other Party. The first Party shall not make available copies of such work or documents to persons not under the employ of the other Party, its parent company, affiliated companies and subsidiaries without the written consent of the other Party.

Customer agrees that BeMyGuest may include its name or brand logo in marketing materials for the purpose of promoting BeMyGuest services to other Customers.

General

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, arrangements, representations and understandings whether in writing or made orally between the Parties relating to the subject matter hereof. This Agreement shall not be amended, modified, supplemented, or varied except by further written agreement signed by the Parties.

Neither Party may assign, transfer or otherwise deal with any and all rights under this Agreement, provided however that either Party may assign this Agreement, in whole or in part, to their respective successors in title. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their permitted successors and assigns.

Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Singapore.  Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be [Singapore]. The arbitration tribunal shall consist of one arbitrator. The language of the arbitration shall be English.