1.2. This Website is owned and operated by Lazada South East Asia Pte. Ltd (“Lazada” or “we” or “our” or “us”), and the Services may be offered by Lazada or another identified member of the Lazada Group (as the case may be), depending on your location.
1.4. Power, capacity and authority:
(a) If you are an individual accessing or using the Services: you represent and warrant that (i) you are at least 18 years of age or the minimum legal contracting age in all other relevant countries including the country in which you are resident or from which you use the Website or the Services, whichever is higher; and (ii) you are mentally sound and have sufficient mental capacity;
2. Definitions and interpretations
3. Access and use of the Services
3.1. In using or accessing the Services, you agree without limitation:
(b) not to impersonate any person or entity or to falsely state or otherwise misrepresent your identity, and/or your affiliation with any person or entity;
(c) not to use the Services other than for the Permitted Use. Accordingly, the User shall not use the Services for commercial purposes;
(d) not to post, promote or transmit through the Services any Prohibited Materials;
(e) not to undertake any systematic retrieval of Lazada Content or any Third Party Content from this Website to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Lazada;
(f) not to copy, reproduce, download, transmit or distribute any Lazada Content or any Third Party Content for the purpose of re-selling, re-distributing or re-publishing such Lazada Content or Third Party Content or otherwise exploit such materials or use it in ways that conflict with the interests of Lazada, in each case whether for commercial purposes or otherwise;
(g) in respect of any third party websites accessed via the Services, not to use the Services in breach of the terms and conditions of such third party websites;
(h) not to mass mail (via e-mails, instant messages, text messages (SMS, MMS), any other electronic communications, physical mail or otherwise), or otherwise send unsolicited communications to Users or other persons through information obtained in the course of your use or access of the Services;
(i) not to benchmark, reproduce, modify, reverse-engineer, decompile, adapt, publish, redistribute or sublicense the Services or any part of the Services without the prior written consent of Lazada or the respective third-party owners in the case of Third Party Content;
(j) not to gain or attempt to gain unauthorized access to the Services or portions of the Services that are restricted from general access or otherwise interfere with, modify or disrupt any program, database, computer, systems or networks connected to the Services in an unauthorized manner;
(k) not to interfere with any person’s utilisation and enjoyment of the Services;
(l) not to use, upload or disseminate in any way any software or material that contains or which you have reason to suspect that contains, viruses, damaging components, malicious code or harmful components which may impair, corrupt, damage or interfere with the Services, or the operation of any program, database, computer, systems or networks connected to the Services;
(m) to ensure that any information or data which you post, submit to or cause to appear on the Website in connection with the Services is accurate and agree to take sole responsibility for such information and data; and
3.3. Lazada reserves the right, but is not obligated to,
(c) report any activity we suspect to be in violation of any Applicable Laws to the appropriate authorities, and to co-operate with such authorities; and/or
(d) to request any information and data from you in connection with your use of the Services and/or access of the Website at any time and to exercise our right under this Clause if you refuse to divulge such information and/or data or if you provide or if we have reasonable grounds to suspect that you have provided inaccurate, misleading or fraudulent information and/or data.
3.5. Access to the Services. The accessibility and operation of the Services may rely on technologies and services outside our control. We do not guarantee continuous accessibility or uninterrupted operation of the Services. We reserve the right to temporarily suspend or shut down the Services (whether in part or in whole, and with or without prior notice) for maintenance or for such other purposes as we may require, as and when necessary.
4. Third party websites and contents
4.1. User Generated Content. Certain areas of the Website may enable Users to post or upload content (“User Generated Content” or “UGC”) which is made publicly available for view by other Users. This service (if any) is provided free to Users and may be terminated at any time by Lazada without notice. By posting such User Generated Content, you agree that Lazada has the right to refuse to post or remove, edit or abridge any posting for any reason and to disclose any information as necessary to satisfy any Applicable Laws, legal process or governmental request, at Lazada’s sole discretion. You agree to be fully responsible for all User Generated Content uploaded by you and access all other User Generated Contents at your own risk on an as-is basis. Although we do not have any obligation to monitor the User Generated Content, we reserve the right at all times to delete any content that is unlawful, libelous, defamatory, vulgar, pornographic, abusive, indecent, in infringement of third party rights or otherwise objectionable to us at our sole discretion and to disclose any information deemed by us as reasonably necessary to satisfy Applicable Laws and/or the requests by any government, courts or other third party with legitimate legal rights. We also reserve the right to permanently ban any User who violates these terms and conditions.
4.2. Links to external third party websites. Lazada may allow Users to access content, products or services offered by third parties through hyperlinks (in the form of word links, banners, channels or otherwise) to such third parties’ websites. These third party links are provided to you as a matter of convenience. When you go through such hyperlinks to third parties’ websites, you have already left the Website, and Lazada makes no representation or warranties whatsoever in respect of any of such linked third party websites. All Users are cautioned to read such the terms and conditions and/or privacy policies of such third party websites before accessing or using such third party websites. You acknowledge that Lazada has no control over third parties’ websites, does not monitor such sites, does not indicate, expressly or impliedly, any endorsement, approval, recommendation or preference by Lazada of such third parties’ websites or the products or services provided on such third parties’ websites and Lazada shall not be responsible or liable to you or anyone for such websites, or any content, products or services made available on such websites. You are solely responsible for assessing, verifying and making your own independent judgment regarding your interaction with these third party websites.
4.3. Links from external third party websites. You must secure permission from Lazada prior to hyper-linking to, or framing, this Website or any of the Lazada Content, or engaging in similar activities. Lazada reserves the right to impose conditions when permitting any hyper-linking to, or framing of this Website and/or any of the Lazada Content. Unless expressly stated otherwise by Lazada in writing, under no circumstances shall Lazada be considered to be associated or affiliated in whatever manner with any trade or service marks, logos, insignia or other devices used or appearing on websites that link to this Website and/or any of the Lazada Content. Lazada reserves the right to disable or block any unauthorised links or frames and disclaims any responsibility for the content available on any other website reached by links to or from this Website and/or any of the Lazada Content.
4.4. Third Party Content. Some of the content displayed on this Website (including User Generated Content) is provided or posted by third parties (“Third Party Content”). Lazada is not the author of Third-Party Content, whether contributed by anonymous users or identifiable content providers and Users. Any Third Party Content is the sole responsibility of the party who provided the content. Lazada is not responsible for the accuracy, integrity, propriety, fitness for a particular purpose, merchantability, non-infringement, lawfulness or truthfulness of any Third Party Content, and shall not be liable to any User in connection with his/her reliance of such Third Party Content.
6. Limitation of Liability
6.1. All data and/or information contained in the Website and/or the Services are provided for informational purposes only. The Website and all data and/or information contained therein and/or the Services are provided on an “as is” and “as available” basis without any warranties, claims or representations made by Lazada of any kind either expressed, implied or statutory with respect to the Website and/or the Services, including, without limitation, warranties of non-infringement of third party rights, title, merchantability, satisfactory quality, fitness for a particular purpose or efficacy or result of use of the Services, the Website or any content provided therein (including without limitation the result of any promotion material set out therein). Your access to and use of the Website is at your sole risk. You will exercise and rely solely on your own skill and judgment in your use of the Website. You are responsible to ensure that your use of the Website complies with all applicable legal requirements.
6.2. While we endeavor to provide accurate information, there may be information on the Website or otherwise provided by us or on our behalf or by a third party in connection with the Services that contains technical or typographical errors, inaccuracies, or omissions. The material could be inaccurate or become inaccurate as a result of development occurring after their respective dates. Lazada is not obliged to verify or maintain the currency of such information.
6.3. Lazada endeavors to maintain the Services and its operation, but is not and cannot be, responsible for the results of any defects that may exist in the Service or its operation. Without limiting the generality of the foregoing and to the fullest extent permissible pursuant to Applicable Laws, Lazada makes no representation or warranty, express or implied:
(a) on the use or the results of the use of the materials in the Services in terms of their correctness, accuracy, integrity, reliability or otherwise;
(b) on the merchantability, fitness for a particular purpose, title and non-infringement of any Services, Lazada Content or Third Party Content;
(c) that the operation of the Services will meet the User’s requirements;
(d) that access to the Services will be uninterrupted, timely, secure, free of viruses, worms, trojan horses, malicious, disruptive or corrupting code, harmful components or free of defects or errors;
(e) that the messages sent through the internet will be free from interception, corruption or loss; or
(f) that any defects will be corrected.
6.4. Under no circumstances shall Lazada, its affiliates and all of their respective officers, employees, directors, agents, contractors and assigns be held liable to you for any losses whatsoever or howsoever caused (regardless of the form of action) arising directly or indirectly in connection with:
(a) any access, use and/or inability to use the Website and/or the Services, including but not limited to any delay or failure or disruption of the content or Services delivered through the Website;
(b) a reliance on any data or information made available through the Website and/or through the Services. You should not act on such data or information without first independently verifying its contents;
(c) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus, worms, trojan horses, or other malicious, destructive or corrupting code, harmful components, agent program or macros;
(d) any use of or access to any other website or webpage linked to the Website, even if we or our officers or agents or employees may have been advised of, or otherwise might have anticipated, the possibility of the same; and
(e) the conduct of any User’s activities on the Website. Accordingly, Lazada shall not be liable to any person in connection with any damage suffered by any person as a result of such User’s conduct.
6.5. None of Lazada, its affiliates and all of their respective officers, employees, directors, agents, contractors and assigns shall be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort or otherwise or any other damages resulting from the use of or the inability to use the Website and/or the Services.
6.6. In jurisdictions which do not allow the exclusion or limitation of certain types of liability, Lazada’s liability will be limited to the maximum extent permitted by law.
7.1. You are responsible for any loss or damage we may suffer as a result of your breach of these terms and conditions. You also agree to defend, indemnify and hold us and our related companies/ affiliates, officers, directors, employees and agents, from and against any and all claims, losses, liabilities, and costs (including reasonable legal fees) arising from your use of and access to the Website and/or Services or from your breach of these terms and conditions. We may also assume control of any matter subject to indemnification by you and you must work with us in making available any defenses and indemnify us for any reasonable legal fees we may incur.
8. Intellectual Property
9. Data Protection
11. Electronic Transactions concluded through the Website
11.1. Visiting the Website, sending us emails, and completing online forms via the Website constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Website, satisfy any legal requirement that such communication is in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE WEBSITE. To the extent permitted under Applicable Laws, you hereby waive any rights or requirements under such Applicable Laws which require an original signature or delivery or retention of non-electronic records.
(b) All notices or demands to or upon a User shall be effective if delivered by email to the last-known email address provided by the User to Lazada, or by posting such notice or demand on an area of the Website that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when: (a) Lazada is able to demonstrate that communication has been sent to such User, or (b) immediately upon Lazada’s posting such notice on an area of the Website that is publicly accessible without charge.
12.3. Binding and Conclusive. You acknowledge and agree that any records (including records of any telephone conversations relating to the Services, if any) maintained by us, our affiliates or our service providers relating to or in connection with the Website and Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and/or data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
12.9. Sub-contracting and Delegation. Lazada reserves the right to delegate or sub-contract the performance of any of our functions in connection with the Website and/or Services and reserve the right to use any service providers, subcontractors and/or agents on such terms as we deem appropriate.
12.10. Contact Us. In order to resolve a complaint regarding the Website or to receive further information regarding the use of the Services, please contact us via email [email protected].
13. Governing Law and Jurisdictions
13.2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules for Arbitration of the Singapore International Arbitration Centre (SIAC). The arbitral tribunal shall consist of a sole arbitrator, to be appointed by the Chairman of the SIAC. The place of arbitration shall be Singapore. Any award by the arbitration tribunal shall be final and binding upon the parties.
“Applicable Laws” means all laws, rules, regulations, regulatory guidance, regulatory requirements and any form of secondary legislation, resolution, policy, guideline, concession or case law of the relevant jurisdiction (including Singapore) from time to time having the force of law and relevant to the provision, receipt and/or use of the Services.
“Lazada”, “we”, “our” and “us” has the meaning given to it in Clause 1.2.
“Lazada Content” means all information, content, news, reports, programs, text, images, video or audio clips, directories, files, databases or other materials available on or through the Website (“Lazada Content”), but excludes the Third Party Content.
“Permitted Use” has the meaning given to it in Clause 8.3.
“Prohibited Materials” means any content which:
(a) is in breach of any law or regulation, or any guidelines or other instrument issued by any government or regulatory authority, including but not limited to the Internet Code of Practice issued by the Infocomm Media Development Authority (IMDA);
(b) is offensive, such as defamatory content, content involving violence, cruelty, nudity, sex, sexual deviancy, pornography, sexual degradation, solicitation of prostitution, offensive language, crude references or hate speech; or content which is indecent, obscene, false or offensive in character, regardless of whether there is malice or intention to annoy, abuse, threaten or harass any person;
(c) is unsuitable for users aged 18 and below;
(d) promotes terrorism or terror-related activities;
(e) involves references to physical, mental or sensory disability;
(f) encourages the public to engage in or promote unlawful acts, violence, selling or consuming narcotics, psychotropics or other addictive substances;
(g) is inflammatory, subversive or seditious, such as content which incites or promotes conflict against the country or any state, its constitution, government or laws; or incites or promotes conflict between groups, ethnicities, races, religions or genders, or degrade religious or cultural beliefs;
(h) involves gambling, such as games, lotteries, horse-racing, sports betting, astrology, geomancy, palm reading or any other type of fortune-telling device;
(i) involves minors without the written consent of such minor’s parent or legal guardian;
(j) relates to or promotes content prohibited or banned under any law.
(k) infringes intellectual property rights or causes confusion on the relationship with other organisations or individuals;
(l) involves the impersonation of organisations or individuals without such organisations’ or individuals’ written consent;
(m) which violates data protection laws and intellectual property laws;
(n) is misleading, false or deceptive;
(p) deemed by Lazada in its absolute discretion, to be unsuitable to be on the Website.
“Services” means the Website and all content, applications, software, functions and services made available via the Website.
“Third Party Content” has the meaning given to it in Clause 4.4.