THIS LICENSE AGREEMENT (the “Agreement”) governs your (“the Client”) use of the Barsociety Services.
1. BARSOCIETY PTE. LTD. a company incorporated in Singapore (“Barsociety” or “the Company”) is in the business of providing an inventory management and custody bottle reminder services for bars. The Company has developed a Software as a service platform known as “BarOS” which (i) allows the Client to conduct an inventory check of the bar and conduct analytics through the use of the BarOS mobile application (“BarOS App”) (“BarOS Inventory”), (ii) allows the Client to send reminders (“BarOS Custody”) to Customers of their liquor purchases stored at the venue (Only available in Singapore and Malaysia currently) (The BarOS Inventory and BarOS Custody are collectively referred to as the “Services”). By using BarOS services, the Client accepts the terms, conditions and notices contained herein(the “Terms”)
2.1 In this Agreement, except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:-
“BarOS” means the platform created by the Company which has the meaning ascribed to it in Clause 1;
“Business Days” means a day (other than a Saturday, a Sunday or a gazetted public holiday in Singapore) on which commercial banks are generally open for business in Singapore;
“Confidential Information” shall mean any and all information in writing or any other tangible form that is disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) relating to the Agreement or relating to the Disclosing Party that is of a confidential nature or which is marked at the time of disclosure as being “Confidential” or “Proprietary” or with words of similar import. Confidential Information shall include, without limitation, any trade secret, know-how, ideas, business methods, financial information, prices, business plans, marketing plans, development plans, manpower plans, commercial strategy, sales targets, sales statistics, customers lists, customer relationships, computer systems or computer software or other confidential information concerning the businesses, finances, dealings, transactions or affairs which are of a confidential nature and which relate to the Company or the Vendor (as applicable);
“Customers” shall refer to any person who agrees to the terms of use and the privacy policy of the Company, and uses BarOS to keep track of the bottles of liquor that such person has bought and left at bars, including the Client;
“Disclosing Party” shall mean the Party which discloses Confidential Information to the Receiving Party in accordance with Clause 10.1 below;
“Effective Date” means the date the Client downloads BarOS;
“Intellectual Property Rights” shall include the full benefit (subject to the obligations) of all patents, trade and other marks registered designs (and applications for all the same), copyrights, trade and business names, supply, distributorship, agency and other like agreements, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information and know‑how and any licences in connection with any of the same and full right to all intellectual property and legal protection relating to the same, and in every case (unless the context otherwise requires) of or belonging to the Company.
“Parties” refer collectively to the Company and the Client, and each, a “Party”
“Receiving Party” shall mean the Party which receives Confidential Information which has been disclosed by the Disclosing Party in accordance with Clause 10.1 below;
“Services” has the meaning ascribed to it in Clause 2.1;
“Term” shall have the meaning ascribed to it in Clause 7.1;
“Website” shall refer to http://www.barsociety.com and any of its subdomains or subpages; and "$" or “SGD$” means the lawful currency of the Republic of Singapore;
2.2 In this Agreement, unless the context otherwise requires:-
(a) words importing the singular include the plural and vice versa, words importing a gender include every gender;
(b) references to a person shall be construed as including references to an individual, firm, company, corporation, unincorporated body of persons or any State or any agency thereof;
(c) any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted;
(d) headings are for convenience of reference only and shall not affect the interpretation of this Agreement; and
(e) reference to a Party in this Agreement includes a reference to his successors and permitted assigns.
3.1 The Client must register and open an account with the Company (“BarOS Account”) in order to use the Services. The Client agrees that any information provided in the creation of the BarOS Account shall be considered business contact information and not personal data. Where the Client is a business or corporate entity, any individual who downloads the BarOS App and/or creates a BarOS Account must have the requisite authority to do so, and in doing so shall be binding the business or corporate entity to this Agreement.
3.2 The Company shall provide the Services to the Client:-
3.3 For the purposes of providing the Bottle Reminder Service, the Company will require the Customer to agree to the Company’s terms of use and privacy policy to collect the personal data of the Customer. Such personal data includes the name and phone number of the Customer (“Personal Data”). The Client understands and acknowledges that the Company will not be able to provide the Bottle Reminder Service to the Client in respect of the individuals who do not agree to the Company’s terms of use and privacy policy; as such individuals do not consent to the collection, use and storage of the Personal Data by the Company.
3.4 In addition to Personal Data, the Client will also be required to provide non-personal data to the Company such as the inventory lists of the Client, details of the bottle that has been purchased and left by the Customer at the Client, and the level of the bottle that remains (“Non-Personal Data”) (Such Personal Data and Non-Personal Data shall be collectively referred to as “Client Data”).
3.5 By providing such Client Data, the Client grants the Company a royalty-free, irrevocable, worldwide licence to use the Client Data.
3.6 The Client agrees to provide such Client Data as needed by the Company in order to provide the requested Services and the Client assumes responsibility for the accuracy of any data supplied to Company. The Client understands that the accuracy and quality of data supplied is essential to the quality of deliverables and desired outcomes.
3.7 The Company works with certain third party providers in order to deliver the Services. By using BarOS, the Website or any of the Services, the Client acknowledges and consents that the Company may share the Client Data to such third party providers to allow them to perform the Services.
3.8 Such Personal Data will be protected in accordance with the Personal Data Protection Act (2012).
3.9 BARSOCIETY DOES NOT SELL, RENT, OR LEASE ANY CUSTOMER LISTS TO THIRD PARTIES.
3.10 In consideration of the Fees, but subject to the Trial Period, the Company grants the Client a non-exclusive, non-transferrable, revocable licence to use BarOS and the Services during the Term and in accordance with this Agreement. The Services may only be used at the number of outlets as set out in the Fee Quote.
4.1 The Client hereby undertakes to take all reasonable steps to ensure that it fulfills the following obligations on a regular basis throughout the entire period which the Agreement remains in force:
(a) its obligations under Clause 3 of this Agreement;
(b) ensuring that the BarOS Account and the login details for the BarOS Account remains confidential;
(c) all the activities on the Client’s BarOS account; and
(d) to pay the fees in accordance with Clause 6 of this Agreement
4.2 The Client may only use BarOS and the Services for the purposes expressly set out in Clause 3. The Client may not use BarOS or the Services to:-
(a) transmit or send unsolicited messages to third parties, including Customers;
(b) transmit any software or viruses; and
(c) send any content that the Company, determines in its sole discretion to be unlawful, offensive, libellous or in violation of this Agreement.
4.3 The Client understands and acknowledges the following:-
(a) that the BarOS Accounts are not transferrable; and
(b) the Company is not responsible for the theft or misuse of the BarOS Accounts.
5.1 The Company hereby undertakes to take all reasonable steps to ensure that it fulfills the following obligations on a regular basis throughout the entire period which the Agreement remains in force:
(a) The Company shall ensure that the Services and BarOS remain online and accessible to the Client and the Customers at all material times, and in the event that the Services and/or BarOS should become inaccessible or inoperable due to any reason whatsoever (“Downtime”), to take all commercially reasonable efforts to ensure that the Services and/or BarOS becomes accessible within a reasonable amount of time.
(b) The Company shall keep the Client updated on any new or amended technological features in relation to the Services and/or BarOS that may be released from time to time.
5.2 Notwithstanding the Company’s obligations in Clause 5.1(a), the Client acknowledges that from time to time the Services and/or BarOS may be inaccessible or inoperable for various reasons, including periodic maintenance procedures or upgrades (“Scheduled Downtime”); or service malfunctions, and causes beyond the Company’s control or which are not reasonably foreseeable by the Company, including the interruption or failure of telecommunications or digital transmission links, hostile network attacks, or network congestion or other failures, and the Company shall not be found to be in breach of its obligations within the meaning of Clause 5.1(a) or held liable for any failure, losses or damages which may arise by reason of any Scheduled Downtime or any Downtime which is beyond the reasonable control of the Company;.
6.1 The Services of the platform are licensed on a subscription basis and, unless specified otherwise, the minimum period of subscription is twelve (12) months (“Subscription Period”). The fees (“Fees”) are set out in the fee quote that shall be provided by the Company to the Client via electronic mail (“Fee Quote”). Subscription Period means the entire period that you have contracted to use BarOS services, regardless if they have been paid.
6.2 The Company shall send the Client an invoice thirty (30) days prior to the end of the existing Subscription Period. Such invoice shall be calculated based on the then prevailing rates and for a term equal to the initial Subscription Period. Should the Client wish to continue the use of the Services, in order to prevent any disruption to or suspension of the Services, the Client must ensure that invoice is paid prior to the end of each respective Subscription Period.
6.3 For the avoidance of doubt, this Agreement shall govern the relationship between the Parties for the entire duration of the Subscription Period, including any extensions therein.
6.4 All the payments by the Client to the Company made hereunder shall be made in Singapore Dollars either by cash, cheque or telegraphic transfer to a Singapore bank account to be specified in writing by the Company, or any other methods as agreed between the Parties.
6.5 Subject to applicable law, unpaid Fees are subject to an interest charge of one percent (1.0%) per month, plus all expenses of collection, including reasonable legal fees.
6.6 All Fees paid are non-refundable.
7.1 The Company may, in its sole discretion, offer the Client a trial period to use the Services without any fee (the “Trial Period”). The length of the Trial Period shall be determined by the Company and shall be communicated to the Client by email.
7.2 The Parties agree that this Agreement and the terms and conditions contained herein shall initially subsist and remain in effect for the entirety of the Trial Period.
7.3 After the end of the Trial Period, in the event that the Client does not intend to continue the Services as provided by the Company under this Agreement, the Client shall notify the Company of its intention to terminate this Agreement in writing, seven (7) days before the end of the expiry of the Trial Period.
7.4 Automatic Continuation after the Trial Period
After the expiry of the Trial Period and in the event that the Customer does not raise any objections to the automatic continuation of this Agreement, this Agreement shall automatically continue to subsist and remain in effect for the Term as set out in Clause 8.
8.1 The Parties agree that this Agreement shall subsist and remain in effect from the Effective Date until the end of the Subscription Period, or until such time that this Agreement is terminated in accordance with Clause 8.2 (the “Term”).
8.2 Termination with Cause
Without prejudice to any other right of termination afforded to the Company in this Agreement, the Company may terminate this Agreement with Reasonable Cause with immediate effect upon giving written notice to the Client. For the purposes of this Clause 8.2, “Reasonable Clause” shall mean the following situations:
(i) Where the Client fails to pay in full any Fees due to the Company.
(ii)Where the Client has on at least two (2) separate occasions acted in breach of any of the covenants, obligations or stipulations which it had to observe under this Agreement;
(iii) Where the Client ceases or announces its intention to cease to carry on its business;
(iv) Where the Client goes into liquidation or if an order is made or a resolution is passed for the winding up of the Client whether voluntarily or compulsorily;
(v) Where the Company reasonably determines, in its sole and absolute discretion that the Client’s provision of services to the Customers:-
(a) is actually or potentially illegal;
(b) is a legal risk to the Company; or
(c) is of an unsatisfactory level, whether due to the quality of service, timeliness of service, or other similar service deficiencies which may severely impact the Company’s reputation.
(vi) Where the Company determines in its sole and absolute discretion that the Client is a competitor of the Company, whether directly or indirectly. This includes, but shall not be limited to, situations whereby the Client is developing a competing platform, or if the Client is assist any third party for the development of such a platform.
8.3 Consequences of Termination
Upon the termination of this Agreement by either Party, the Client will pay the Company all Fees in accordance with Clause 6, which are due as at the date of termination. All the rights and obligations of the Parties shall automatically terminate except for such rights of action as shall have accrued prior thereto and any obligations which expressly or by implication are intended to come into or continue in force on or after such termination.
9.1 Each of the Parties warrants, represents and undertakes to the other Parties as follows:
(a) if it is corporation, it is duly organised and validly existing corporation in its jurisdiction of incorporation and it is not in receivership or liquidation or judicial management or any analogous situation;
(b) it has full power and authority to enter into and give effect to its obligations under this Agreement and all corporate steps required to be taken by it to authorise the entry into and giving effect to this Agreement have been properly taken.
9.2 The Client represents and warrants to the Company that it is in full compliance with all applicable local laws, and all information provided by the Client to the Company is true and accurate and will not be in breach of any agreement with, or legal rights of, any third party.
9.3 The Parties will use reasonable endeavours and exercise reasonable diligence in performing their respective obligations under this Agreement and will at all times act in good faith towards the other Party and the Customers, and in the performance of its obligations under this Agreement.
9.4 In furtherance of Clause 5.2, the Company does not warrant that the use of the Services and/or BarOS will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services and/or BarOS, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services and/or BarOS. The Company is not in any way responsible for any such interference that prevents the Customers’ access or use of the Services and/or BarOS including without limitation to any Scheduled Downtime or any Downtime which is beyond the reasonable control of the Company.
9.5 From time to time, the Company may supply updates or replacement versions of BarOS App through electronic distributions, emails or any other future distribution mechanism. These updates are designed to improve, enhance and further develop the services and may take the form of bug fixes, improved features or completely new versions. The Client agrees to receive such updates as part of the agreement. The Company does not guarantee any updates or replacement will be sent and reserves the right to update or remove any features of BarOS.
9.6 The Client is fully responsible for all of the contents distributed, uploaded, displayed posted, emailed or otherwise made available through BarOS platform and the Client represents and warrants that all Intellectual Property rights to use the contents are either owned or obtained by the Client.
9.7 The Client is fully responsible for the control of access rights to the BarOS platform and represents to the Company that each user created in BarOS has the authority to access the BarOS platform.
10.1 The Intellectual Property Rights owned by the Company in relation to BarOS or the Company, shall remain the property of the Company. Save for the licence granted in Clause 3.10, nothing contained in this Agreement shall be deemed to grant, expressly or by implication, during the duration of this Agreement or thereafter, any transfer, assignment, license of any Intellectual Property Rights to the Client and any of its employees, personnel, agents, contractors and representatives. The Client agrees not to use, reproduce, modify, publish, or reverse engineer the Intellectual Property Rights in relation to the Company, in any way, commercially or otherwise, except for where the Client is required to do so to properly perform its obligations in accordance with this Agreement or with the prior written consent of the Company.
10.2 For the purposes of Clause 9.1, the Intellectual Property Rights of the Company shall include, without limitation to the following:
(a) the “Barsociety” and “BarOS” brand name and logo, as well as all its likeness and subsidiary trademarks (both registered and unregistered); and
(b) any content produced by the Company on behalf of the Client for the purposes of carrying out its obligations under this Agreement.
10.3 The Intellectual Property Rights in relation to the Client shall remain the property of the Client and nothing contained in this Agreement shall be deemed to grant the Company and any of its employees, personnel, agents, contractors and representatives, whether directly or by implication, any Intellectual Property Rights of the Client. Nothing in this Agreement shall be construed as granting, expressly or by implication, during the duration of this Agreement or thereafter, any transfer, assignment, license on any other rights in respect of any license, patent, copyright or any other industrial or Intellectual Property Right in force and belonging to the Client, which rights shall remain vested in and the absolute property of the Client. The Company agrees not to use or reproduce the Intellectual Property Rights in relation to the Client in any way, commercially or otherwise, except for where the Company is required to do so to properly perform its obligations in accordance with this Agreement or with the prior written consent of the Client.
10.4 Notwithstanding Clause 9.3, the Client agrees to grant the Company a license to use its name, brand and logo, as well as all its likeness and subsidiary trademarks for the purposes specified in this Agreement only, including but not limited to the provision of the Services.
11.1 Both Parties hereby agree and undertake that with effect from the Effective Date, the Receiving Party shall hold the Confidential Information of the Disclosing Party in the strictest confidence and that it will not use or disclose or permit the use or disclosure to any unauthorised third parties any Confidential Information of the Disclosing Party without the express written agreement of the Disclosing Party, except in accordance with this Agreement or as required by law.
11.2 The obligations of confidentiality and the restrictions on disclosure and use of Confidential Information shall subsist during the entire Term (including the Trial Period), and shall further subsist for a period of three (3) years after the termination of the relationship, regardless of the reason or cause for that termination.
11.3 Both Parties’ obligation of confidentiality does not extend to:
(a) Any information that is or was already known to the Company or the Client at the time of disclosure to it;
(b) Any information that is or becomes part of the public domain or is generally known in the trade other than by reason of a breach of this Agreement; or
(c) Any information that the Parties are required by any law to be retained and/or information the disclosure of which is compelled by any court, tribunal, commission or other competent judicial or administrative body.
11.4 Notwithstanding anything to the contrary, Client Data, including anonymised or amalgamated Personal Data, may be used by the Company for the purposes of data analytics. Such data analytics may be carried out for the Company by third party providers, and may be used in order to describe our services to current and prospective business partners and to other third parties for other lawful purposes.
11.5 Notwithstanding anything to the contrary, if the Company intends to sell or buy any business or assets, or if a third party acquires all (or substantially all) of the Company’s business and/or assets, the Company may disclose Client Data to the prospective seller or buyer in accordance with applicable data protection laws. The Company will make reasonable efforts to ensure that such third party complies with confidentiality obligations herein.
11.6 The Parties consider the restrictions contained in Clause 11 of this Agreement to be reasonable and fair in the circumstances and that they go no further than necessary to protect the Confidential Information and legitimate business interests of the Company or the Client (as applicable).
12.1 The Client agrees to indemnify and hold the Company, its officers, its employees and its suppliers harmless from and against any loss, claim, demand, expense (including legal fees), or liability of whatever nature or kind of the Client or of third parties arising out of the use of the Services, and the infringement by the Client of any laws, rules or regulations.
12.2 The Company shall not be liable for any loss, whether direct, indirect, consequential, incidental or special (and whether arising out of contract, tort or otherwise) which the Client may suffer arising from any defect, error, fault or failure to perform with respect to use of BarOS or the Services.
13.1 Neither Party shall be liable for any delay or failure in performance of its obligations due to any cause arising from a Force Majeure Event. For the purpose of this Agreement, a “Force Majeure Event” means any circumstances beyond the reasonable control of a Party including without limitation:
(a) acts of God, storm, tempest, riot or civil disturbance, war (declared or undeclared), military action, acts of terrorism, insurrection; or
(b) judgments, legislation, acts, orders, directives, policies, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any court, governmental, parliamentary and/or regulatory authority imposed or to be imposed after the fact; or
(c) expropriation, import or export regulations or embargoes, delay in transport; breakdown in machinery, acute or unusual material shortages, strike, lockout, labour disturbances or lawful or unlawful labour dispute and any other like cause; or
(d) failure or interruption in communications channels or information systems used in the performance of this Agreement. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the event of force majeure.
13.2 Notwithstanding Clause 12.1, a Force Majeure Event shall not include any circumstances which could have been reasonably prevented by the affected Party, such as financial difficulty, staff attrition, inability to recruit staff, or loss of essential equipment due to preventable theft.
13.3 In the case of a Force Majeure Event, the time for performance by the affected Party under this Agreement shall be extended for any period during which the performance is prevented by the event. However, if the Force Majeure Event continues for more than ninety (90) days, either Party may terminate this Agreement by serving out not less than thirty (30) days’ written notice to the other Party and termination shall occur if such event which prevents performance is continuing at the end of the thirty (30) day notice period.
14.1 This Agreement shall be governed by and construed according to the laws of Singapore.
14.2 In the event of any dispute arising out of or in connection with this Agreement including any question regarding its existence, validity or termination, the Parties shall at first instance take reasonable efforts to settle and resolve such disputes in good faith and in an amicable manner by negotiation.
14.3 If such disputes are not resolved within thirty (30) days after the negotiations pursuant to Clause 13.2, and there appears to be no prospects of resolving the disputes in spite of the Parties’ best efforts, the Parties agree to submit to the exclusive jurisdiction of the courts of the Republic of Singapore.
15.1 Survivability: The Parties agree that the obligations as set out in Clauses 9, 10, 11, 12 13 and 14 hereof will survive the termination, for any reason, of the relationship between the Company and the Client pursuant to this Agreement.
15.2 Entire Agreement: This Agreement sets forth the entire agreement and understanding between the Parties in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between the Parties in connection with the matters dealt with and described herein.
15.3 No Partnership: Neither Party has the authority to enter into contracts or agreements on behalf of the other Party. This Agreement does not create a partnership, agent and principal relationship or joint venture between the Parties. Each Party maintains the ability to conduct its operations independently without intervention of the other Party. Neither Party is responsible for the debts or obligations of the other.
15.4 Waiver: The failure of either Party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach and that Party retains the right to exercise any of the said rights under this Agreement at a subsequent time. Additionally, if either Party waives any terms or provisions of this Agreement at any time, the waiver must be done in writing and will only be effective for the specific instance and the specific purpose for which the waiver was given.
15.5 Severability: If any part of this Agreement shall be held to be invalid or unenforceable by any tribunal or competent authority, the rest of this Agreement shall nevertheless remain in full force and effect. For the avoidance of doubt, any invalidity or unenforceability of any provision in this Agreement will affect only that provision and will not make any other provision in this Agreement invalid or unenforceable and that provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
15.6 Variation: No variation, amendment or modification of this Agreement shall bind either Party unless made with the express written consent of both Parties, and duly signed by the authorised signatories of both Parties.
15.7 Rights of Third Parties: A person or entity who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of this Agreement, 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 this Agreement.
15.8 Notice: Any notice given in connection with this Agreement shall be in writing and delivered either by hand, by registered mail or electronic mail to the Company at the contact details stated herein.
If to the Company:
Barsociety Pte. Ltd.
265 Serangoon Central Drive #03-277
Singapore 550265
Any notices to be given to the Client shall be delivered to the contact address provided by the Client upon the creation of the BarOS Account.
15.9 Service of Notice: Any such notice or communication shall be deemed to have been served:-
(a) if delivered by hand, at the time of delivery; or
(b) if posted by prepaid ordinary mail, at the expiration of three (3) days after the envelope containing the same shall have been put into the post; or
(c) if sent by courier, at the expiration of two (2) days after the package containing the same shall have been received by the relevant courier company; or
(d) if sent by electronic mail, upon the receipt by the sender of the read receipt confirmation note indicating that the notice or communication has been read by the recipient.
In proving such service, it shall be sufficient to prove that delivery by hand was made or that the envelope containing such notice or document was properly addressed and posted as a prepaid ordinary mail letter or that the facsimile confirmation note indicates the transmission was successful, or the package as the case may be containing such notice or document was properly addressed and sent to the relevant courier company, or that the read receipt confirmation was received by the sender of the electronic mail.
15.10 Successors and Assignees: This Agreement shall be binding upon and shall inure to the benefit of the parties and their permitted successors and assignees.