Project Questions
and Customer Terms

FAQ / Terms & Conditions

Background & Applicability of Terms

Lionware Singapore Pte. Ltd. (UEN: 202301733H), a company incorporated in Singapore and whose registered office is at 60 Paya Lebar Road, #07-54 Paya Lebar Square Singapore 409051 ("LIONWARE") is a company that supplies, design, install and integrates video conferencing, audio video systems and unified communication technology.

These General Terms and Conditions are the terms and conditions which govern the sale of the equipment and any related hardware & software (“Products”) and services (“Services”) specified in the Proposal by LIONWARE (“Seller”) to the buyer/customer identified in the Proposal (“Buyer”). Seller and Buyer may be individually referred to as a “Party” and collectively as “Parties.” The Contract will form the basis of the agreement made between the "Buyer" and "Seller" in relation to your purchase of the "Products" and "Services".

Confidentiality

Each Party may from time to time during the Agreement, in the course of discussions or dealings with each other, receive or learn, orally, visually or through any tangible medium, certain information regarding the other Party’s business, including but not limited to, its products, inventions, operations, methodologies, systems, processes, product development plans or intentions, know-how, designs, trade secrets, market opportunities, business or financial affairs, and technical, marketing, financial, employees, planning, intellectual property and other confidential or proprietary information (“Confidential Information”). Confidential Information does not include, and the restrictions in this Agreement shall not apply with respect to, information (i) possessed by or independently developed by the receiving Party prior to any disclosure, (ii) obtained from sources other than the disclosing Party, which sources had no obligation of confidentiality to disclosing Party with respect to the Confidential Information, or (iii) which is within the public domain when disclosed or becomes part of the public domain after disclosed to the receiving Party without fault on the part of the receiving Party. Seller’s Confidential Information also includes the terms of this Agreement.

The Confidential Information of a Party belongs to that Party. The receiving Party will not disclose the Confidential Information of the disclosing Party to any third party without the disclosing Party’s prior written consent. The receiving Party will not use the Confidential Information of the disclosing Party for any purpose not expressly permitted by this Agreement or to carry out the Services or the sale of Products, and will disclose the Confidential Information of the disclosing Party only to the employees or contractors of the receiving Party who have a need to know such Confidential Information for purposes of carrying out the Services or the sale of Products and who are under a duty of confidentiality no less restrictive than the receiving Party’s duty hereunder. Receiving Party will protect the disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

Receiving Party will, upon completion or termination of this Agreement or promptly upon request from the disclosing Party, return or destroy all Confidential Information of the disclosing Party, including any documents or materials that contain any Confidential Information of the disclosing Party. Notwithstanding anything to the contrary in this Agreement, the receiving Party (i) may retain one (1) copy of the disclosing Party’s Confidential Information solely for archival, audit, disaster recovery, legal or regulatory purposes and (ii) will not be required to search archived electronic back-up files of its computer systems for the disclosing Party’s Confidential Information in order to purge the disclosing Party’s Confidential Information from its archived files; provided, however, that the receiving Party must (i) maintain its confidentiality under this Agreement as if it were still in effect, and (ii) not use the retained Confidential Information of the disclosing Party for any other purpose.

The Parties recognize that a violation of this Section can cause irreparable harm to the business of the disclosing Party that could not be adequately compensated by the payment of money damages and agree that the disclosing Party may seek injunctive relief against any actual or threatened breach of this Section in addition to any other available legal and equitable remedies. The prevailing Party in any action to enforce this Section shall be entitled to recover from the non-prevailing Party reasonable attorneys’ fees in addition to other relief granted in such action.

Installation & Project Site Access

Installation (e.g. integration, testing, equipment calibration and commissioning) is to be performed by the Seller’s trained technical employees and its appointed partners. The Seller shall be entitled to employ subcontractors and/or agents to assist in or carry out, in whole or in part, the installation. In the event installation by Seller employees or its partners is prevented from performing its duties, the Buyer shall arrange at its own expense to complete installation. The Seller is thereafter liable only for engineering supervision of installation.

The Seller shall reasonably coordinate and cooperate with other trades to facilitate satisfactory work progress. If the Seller’s work in progress is impeded by other trades and/or contractors (excluding the Seller’s own subcontractors) or by scheduling delays due to the Buyer, time delays in the final installation as well as additional charges, including labor, travel and other reasonable expenses, may result.

The Buyer shall be responsible for preparing, at its own expense, the installation site in accordance with the Seller’s reasonable instructions, including the requirements specified in the Proposal. In no event shall the Seller be responsible for any high voltage electrical work, ceiling modifications, structural modifications, or mechanical systems modifications. Unless otherwise agreed in writing in the Proposal, Buyer shall provide the Seller with source code for any non-Seller programmed remote control system required to be modified under the terms of this Agreement.

The Buyer shall provide the Seller with reasonable access to the installation site before delivery, for purposes of determining site readiness for installation, and shall designate an individual on Buyer’s staff to serve as a contact person for all site preparation and installation issues. Buyer shall provide the Seller with free access to the installation site for the purpose of preparation for installation.

Buyer shall obtain at its expense and keep effective all permissions, licenses, and permits whenever required in connection with the installation and/or use of the Products and the premises where the Products shall be situated.

Return & Cancellation Policy

In the event Buyer wishes to return, cancel, exchange or terminate any Products based on reasons outside of Seller’s control, including but not limited to Buyer’s cancellation or termination of this Agreement or any portion thereof for its convenience, Buyer agrees, in addition to any other amounts due under this Agreement, to reimburse Seller at cost for (i) any and all third party cancellation/restocking fees incurred by Seller and (ii) where applicable, return shipping costs.

Buyer understands and agrees that Seller may be unable to return certain Products to the manufacturer for a full refund or payment of a cancellation/restocking fee, including but not limited to Products that are custom or semi-custom, Products that have been removed from their original packaging and Products that have been in the possession of Buyer or stored by Seller for Buyer for an extended period of time. If Buyer wishes to return, cancel, exchange or terminate a Product due to reasons outside of Seller’s reasonable control and Seller is unable to return the Product to the manufacturer for refund of full Product price or payment of a cancellation/restocking fee, Buyer shall be responsible for paying Seller the full Product price.

If the non-returnable Product is in Seller’s possession or is in transit from Seller’s manufacturer, Seller will, if requested by Buyer within ten (14) business days of Buyer’s notice of return/cancellation/exchange/termination, deliver the Product to Buyer within a reasonable period of time following Buyer’s payment of the full Product price and shipping costs.

Warranty

Seller warrants that:

(a) Immediately prior to delivery, it had good title to the Products, free from any lien or encumbrance unless otherwise specified;

(b) For a period of fourteen (14) days from delivery and acceptance of the Products and Services, or, with respect to Products manufactured by a third party, such longer period of time provided by such manufacturer, the Products and Services will (i) be free from defects in materials or workmanship and (ii) conform to the requirements of the Proposal, including any instructions, specifications and documentation incorporated therein;

(c) It is in compliance with all applicable Singapore laws, regulations and standards relating to the sale and transportation of the supplies or items, and provision of the Products; and

(d) With respect to Services, Seller’s personnel shall possess the requisite level of training, skill and experience to address the requisite tasks efficiently and will perform the Services provided hereunder in a professional and workmanlike manner consistent with generally accepted industry standards.

Seller shall not be liable for nor have any warranty obligations with respect to Products that are in any way misused, altered and/or repaired by someone other than a representative of the Seller which, within the sole, reasonable judgment of the Seller, results in an adverse effect, including effects upon performance or reliability of the Products.

In order to make a warranty claim, Buyer shall promptly notify Seller in writing and Seller will, subject to the applicable manufacturer’s warranty policy, repair or replace such defective Product at no cost to Buyer. Buyer shall reasonably and promptly cooperate with Seller’s request for information regarding the claim and with return of the defective Product if required.

Except as otherwise specified in this Agreement, no warranty whatsoever is provided by the Seller hereunder as to Products manufactured by anyone other than the Seller. Seller’s sole obligation with respect to Products manufactured by someone other than Seller shall be to pass through the applicable warranties, if any, provided by the manufacturer.

Limitation of Liability

To the fullest extent allowed by applicable law, in no event will either party be liable for incidental, consequential, special, exemplary, or indirect damages, lost business profits, or loss, damage or destruction of data, arising out of or in any way related to this agreement and the relationship and/or dealings between buyer and seller, regardless of the form of action, whether in contract, tort (including negligence), breach of warranty or otherwise, even if such party has been advised as to the possibility of same. Except for seller’s gross negligence, willful misconduct or fraud, seller’s aggregate liability arising out of or related to this agreement shall not exceed the total amount paid or payable by buyer under this agreement. The above limitation will apply whether an action is in contract or tort and regardless of the theory of liability.

Late Payment or Default

In the event Buyer is in arrears with any payment due from it to Seller at any time, whether in respect of the Proposal price or any other amount due from the Buyer to the Seller under the terms of this Agreement, the amount in arrears shall bear interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less, as from the date each amount falls due, pending actual payment thereof in full, without prejudice to any relief or remedy available to Seller.

Seller shall have the right to suspend or terminate performance of the Services or delivery of the Products until payment of the amount in arrears is received, decide not to fulfill additional orders from Buyer and/or seek collection of all amounts due. Seller shall have no liability to Buyer for any such suspension or termination.

In the event of any action by Seller to collect any amount not paid when due, Buyer will reimburse Seller for its costs of collection (including, without limitation, any reasonable attorneys’ fees). In the event of Buyer’s default, Seller may also, without notice, peaceably enter any premises in which the Products are located and remove, hold and sell them in accordance with applicable law, to satisfy in whole or in part Buyer’s obligations.

Governing Law, Jurisdiction & Language

Governing Law.

The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Singapore.

Jurisdiction.

Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).

Language.

Each party irrevocably agrees that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).