Terms of Service
These Terms of Service (“these Terms”) prescribe the various rights and obligations arising between Toreta Asia Pte Ltd (“Toreta”) and member stores and the rules that need to be observed upon Toreta providing its service “Toreta” (“Service”) to member stores. When using the Service, member stores are required to agree to these Terms. Please make sure to read these Terms in their entirety and confirm the subject matter of these Terms.
A dedicated account is required for using the Service. The account will be created by the member store and approved and issued by Toreta. Please do not inform the account or password of the Service to a third party. The member store is independently responsible for the acts that are conducted on or through Toreta’s account. Please refrain from reusing the password of the account in the service or application of a third party. Toreta will not be liable for any loss or damage arising as a result of the member store failing to secure the safety of the account. Furthermore, if the member store discovers any unauthorized use of the account, the member store is recommended to immediately change the password.
Use of Service
Before using the Service, Toreta and the member store will execute an application form (“Application Form”) which prescribes the effective term, fee and other necessary matters. As a result of executing the Application Form, an individual license agreement (“License Agreement”) according to the various provisions of these Terms will be concluded between Toreta and the member store. iPad or other terminal devices, communication line and other communication environment required for receiving the Service shall be prepared and maintained by the member store under its own cost burden and responsibility; save for cases where a separate agreement has been reached between Toreta and the member store. Please do not use the Service illegally. The following acts are prohibited: (1) obstruction of the Service or access to the Service according to a method other than based on the application provided by Toreta and procedures prescribed by Toreta; (2) a party engaged in a business in competition with Toreta creating and using an account; (3) allowing a party engaged in a business in competition with Toreta or any other third party to use the account or password of the Service; (4) act that is in violation of laws; and (5) act that infringes upon the intellectual property rights of a third party. In addition to the above, if the member store fails to observe the terms and policies of Toreta, if Toreta will conduct an investigation regarding acts that are suspected of being illegal, or if Toreta determines that an act conducted by the member store is illegal or corresponds to a prohibited act, Toreta may temporarily suspend or discontinue the provision of the Service to the member store or the user.
As consideration for using the Service, the member store shall pay to Toreta the monthly usage fee indicated in the Application Form and the SMS transmission/FAX transmission cost. The member store shall pay the monthly usage fee and the SMS transmission/FAX transmission cost by the payment date indicated in the Application Form according to the method designated by Toreta. Bank charges and other fees required for the payment shall be borne by the member store. If the member store neglects to make payment, the member store must pay to Toreta a delinquency charge at a rate of 10% per annum (prorated with 1 year being 365 days). The effective term of the License Agreement shall be a period of one (1) year from the date of application indicated in the Application Form; provided, however, that, if the member store does not declare its intent of not renewing the License Agreement at least one (1) month prior to the expiration of the effective term of the License Agreement, the License Agreement will be automatically renewed for a period of one (1) year under the same terms and conditions simultaneously with the expiration of the effective term, and the same shall apply to any subsequent terms. Even during the effective term, the member store may cancel the License Agreement by providing a one (1) month prior notice according to the method to be separately prescribed by Toreta.
Change of Service
Toreta is entitled to enforce new measures and policies in relation to all or a part of the Service. Furthermore, the member store understands that access to or use of the Service may be hindered for a certain period or based on a certain method due to the various measures and policies enforced by Toreta, and acknowledges that Toreta will not bear any responsibility or obligation associated with such operation or results. Moreover, the member store acknowledges that Toreta will not bear any obligation against the memory store or a third party regarding the change, suspension or abolishment of all or an arbitrary part of the Service.
Transmission of Information for Attracting Customers of Member Store
Toreta may transmit information of the member store based on Toreta’s own medium for attracting customers of the member store.
The member store agrees to Toreta acquiring the information related to the usage of the application by the member store and performing statistical analysis using research tools of a third party for improving the Service.
Sending of Crash Report
If the Application suffers a defect, a crash report describing the details of the defect may be automatically sent from Toreta to the member store. The member store agrees in advance regarding the fact that a crash report of the defect may be sent from Toreta to the member store.
Toreta may keep in custody the customer’s reservation details and other personal information of the customer who made the reservation in the course of the member store using the Service. Toreta may use the personal information and other data of the customer in its custody for providing the Service or improving or adding functions, or for otherwise executing business operations required by Toreta. Upon acquiring personal information from customers, the member store shall notify the purpose of use thereof and take other appropriate measures in accordance with the Personal Information Protection Act and other applicable laws and ordinances, and the member store shall resolve any and all disputes arising with the customer in connection therewith under the member store’s responsibility and cost burden. Toreta will observe the Act on the Protection of Personal Information in handling the personal information, and take security measures in accordance with the personal information protection rules to be formulated internally.
Exclusion of Antisocial Forces
Toreta warrants that Toreta does not correspond to antisocial forces, and is not cooperating with or involved in the maintenance, operation or management of antisocial forces through the provision of funds or other means, and the member store is also required to warrant the same.
Suspension of Service
Upon corresponding to any one of the following items, Toreta may permanently discontinue or temporarily suspend all or a part of the use of the Service by notifying the member store in advance (but without a prior notice in cases of emergency): (1) when conducting inspection or maintenance work of the computer system in relation to the Service; (2) when the computer system or communication line is suspended due to an accident; (3) when the Service can no longer be operated due to fires, blackouts, calamities or other force majeure; or (4) when Toreta otherwise determines that the discontinuation or suspension of the Service is required. Toreta will not be liable for any damage suffered by the member store due to the measures of discontinuation or suspension of the Service based on (1) to (4) above; save for cases where such damage was caused by the intention or gross negligence of Toreta.
Disclaimer of Warranties
Excluding cases where Toreta is to suspend or discontinue the Service (refer to the section of “Suspension of Service”), Toreta will exert efforts so that the user can continuously use the Service, but there is a possibility that the Service may become unavailable for a given period of time due to network congestion or other reasons. While Toreta will exert efforts so that the Service will operate reliably without any suspension or discontinuation, Toreta does not guarantee that it will correct all errors in the provided applications and services. While Toreta will exert efforts for safely storing the customer’s reservation details and other data sent by the member store during the use of the Service, there is a possibility that the data may be lost due to the malfunction of the external server used by the Service or other reasons. Please back up such data and take other preservative measures under the member store’s responsibility and cost burden. Furthermore, Toreta does not guarantee that such data will not be lost, damage or erased, and Toreta will not be liable for such loss, damage or erasure unless such loss, damage or erasure was caused by the intention or gross negligence of Toreta. The Service will be provided as is (in its present condition). Accordingly, even in cases where the member store obtains information related to the Service directly or indirectly from Toreta, Toreta will not offer any kind of guarantee to the member store beyond the subject matter prescribed in these Terms. Whether the use of the Service is in violation of laws or in breach of internal rules of industry groups that are applicable to the member store shall be researched by the member store under its own responsibility and cost burden. Furthermore, Toreta does not guarantee that the member store’s use of the Service is compliant with laws and internal rules of industry groups that are applicable to the member store.
Limitation of Liability
Toreta shall not be liable for compensating any damage suffered by the member store in relation to the Service, unless such damage was caused by the intention or gross negligence of Toreta. Even in cases where Toreta bears liability for damages against the member store irrespective of the provisions of this paragraph and other provisions exempting Toreta’s liability for damages based on the application of the Consumer Contract Act or other reasons, Toreta’s liability for damages shall be limited to direct and ordinary damage, and shall not include indirect damage such as lost profits and loss of business opportunities. Furthermore, Toreta’s liability for damages shall be capped at the total amount of fees actually received from the member store in the past three (3) months based on the License Agreement in relation to such damage.
Termination of License Agreement
If the member store corresponds to any of the events listed in each of the following items, Toreta may immediately terminate the License Agreement by providing a written notice to the member store: (1) the member store breaches these Terms, and fails to correct such breach even after the lapse of fifteen (15) days after receiving a notice requesting the correction of such breach; (2) the member store suspends its payment or falls into a state of insolvency, or a petition is filed against the member store for commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or other similar proceedings; (3) a bill or a check underwritten by the member store is dishonored, or the member store receives a disposition for suspension of transaction of a clearinghouse or any other similar measures; (4) the member store is subject to provisional attachment or provisional disposition or receives a similar order and the effect thereof continues for fifteen (15) days or longer, or a petition is filed against the member store for attachment or auction; (5) the member store receives a disposition for failure to pay taxes and public dues; (6) the member store is dissolved (excluding dissolution based on merger), commences liquidation or transfers all of its business to a third party; (7) the member store receives a disposition from competent authorities for suspension of business, revocation of business license, cancellation of business registration or any other similar disposition; (8) the member store’s asset or credit status becomes aggravated, or there is due cause to acknowledge the possibility of the same; (9) the member store’s director, auditor, employee or any other member or shareholder, customer, counsel or any other advisor corresponds to antisocial forces, or it is discovered that there is some kind of relation or involvement with antisocial forces and such relation or involvement is not terminated within a reasonable period after receiving a notice requesting the termination thereof; (10) the member store permits a third party to illegally use the Service for conducting business that is in competition with Toreta in breach of these Terms; or (11) Toreta otherwise determines that the member store is inappropriate. Furthermore, if the license (“Original License”) that was granted to Toreta by a third party lapses for any reason, Toreta may immediately terminate the License Agreement by notifying the member store to such effect. The exercise of the right of termination based on the foregoing reasons does not preclude Toreta from seeking damages against the member store or exercising other rights against the member store.
Intellectual Property Rights in Application
All intellectual rights in the application (“Application”) provided by Toreta shall belong to Toreta or the party that is granting a license thereof to Toreta. The member store understands that Toreta’s authorization to exploit the Application to the member store based on these Terms are subject to the Original License, and, therefore, if the Original License lapses for any reason, there is a possibility that the Service may become unavailable. Furthermore, Toreta shall not be liable for compensating any damage suffered by the member store due to the lapse of the Original License. Toreta’s provision of the Application to the member store based on these Terms does not imply the transfer of intellectual property rights or licensing of the Application, unless expressly acknowledged in these Terms. Similarly, the member store is not granted any rights for using the brands and logos used in the Application. The member store must not replicate or modify the Application or engage in any other act that would infringe upon the intellectual property rights of Toreta or the party that is granting a license thereof to Toreta.
Dispute Resolution related to Application
If the member store receives any complaint, claim for damage or any other claim from a third party regarding defects or rights in the Application, the member store shall immediately notify Toreta and follow the instructions given by Toreta. If the member store receives any complaint, claim for damage or any other claim from a third party in relation to the use of the Application, the member store shall resolve such complaint or claim entirely under its own responsibility and cost burden. The member store shall compensate or indemnify any damage (including attorney’s fees and the amount of damage claimed by the third party) or loss suffered or incurred by Toreta in relation to the foregoing complaint or claim.
If either party delays the performance of its obligations under these Terms (excluding monetary obligations that have matured) due to circumstances beyond its reasonable control (including fires, blackouts, hacking, invasion of computer virus, earthquakes, floods, wars, epidemics, embargos, strikes, riots, impossibility of procurement of materials and transport facilities, and intervention of government authorities), such party shall not be liable for its non-performance against the other party during the period that such circumstance is ongoing.
The term “confidential information” as used in these Terms shall mean all information related to Toreta’s technologies, sales, business operations, finance, organization and other matters which was learned by the member store in relation to these Terms as a result of such information being provided or disclosed by Toreta verbally, in writing or with a recording medium or the like; provided, however, that the following information shall be excluded from confidential information: (1) information which had been public knowledge or in the possession of the member store at the time that such information was provided or disclosed from Toreta or learned by the member store; (2) information which became public knowledge through publications or the like after such information was provided or disclosed from Toreta or learned by the member store; (3) information which was legitimately acquired from a third party, which is authorized to provide or disclose such information, without having to bear any confidentiality obligation; (4) information which was independently developed without having to depend on the confidential information; and (5) information for which Toreta acknowledged in writing that the maintenance of confidentiality thereof is not required. The member store shall use the confidential information only for the purpose of these Terms, and must not provide, disclose or divulge Toreta’s confidential information to a third party without obtaining the written approval of Toreta; provided, however, that the member store may disclose Toreta’s confidential information based on laws or an order, demand or request from the court or administrative agency. When the member store receives the foregoing order, demand or request, the member store must promptly notify Toreta to such effect. Furthermore, when these Terms are terminated or when requested by Toreta, the member store shall at any time promptly return or destroy the confidential information, documents or recording mediums describing or containing confidential information, and all replications thereof in accordance with the instructions given by Toreta.
All notices based on these Terms shall be made by personal delivery, registered mail or email to the other party’s address or email address indicated in the Application Form. Either party may change the contact information indicated on the Application Form by notifying the other party based on this paragraph. If these notices do not reach the other party due to reasons that are attributable to the other party, such as the whereabouts of the other party being unknown, such notices shall be deemed to have arrived on the day that two (2) weeks have elapsed from the date of dispatch thereof.
Amendment of these Terms
Toreta may freely amend the subject matter of these Terms. When Toreta amends these Terms, Toreta will promptly notify the amendments to the member store. If the member store uses the Service after being notified of the amendments or fails to raise an objection within the period designated by Toreta, it shall be deemed that the member store has agreed to the amendments of these Terms.
No Assignment, etc.
Without obtaining Toreta’s prior written approval, the member store may not assign or offer as security to a third party or otherwise dispose its contractual status under the License Agreement or the rights and obligations based on the License Agreement. Toreta may assign to its subsidiary or affiliate, or to the assignee company upon assigning the Service and incidental business to another company, its status under the License Agreement or the rights or obligations under these Terms as well as the member store’s Registration Information and other customer information pursuant to the transfer of business, and the member store shall agree in advance to the foregoing assignment. The transfer of business set out in this paragraph shall include, in addition to ordinary transfer of business, all cases where the business is transferred through company split or other means.
These Terms constitute the entire agreement between the parties of these Terms regarding the matters included in these Terms, and supersede all prior agreements, representations and understandings, whether verbal or in writing, related to the matters set out in these Terms between the parties.
Even if any one of the provisions of these Terms or a part thereof is determined to be invalid or unenforceable, the remainder of the provisions of these Terms or the remainder of the section of the provision in which a part thereof was determined to be invalid or unenforceable shall continue to remain in full effect. The parties of these Terms shall exert efforts to revise, to the extent required, the invalid or unenforceable provision or section thereof so that it will be legal and enforceable, and attain the same level of legal and economic effect as the gist of such invalid or unenforceable provision or section thereof.
Governing Law and Agreed Jurisdiction
These Terms shall be governed by the laws of Singapore, and any dispute arising in relation to these Terms shall be submitted to a Singaporean court as the competent court of agreed jurisdiction for the first instance.
With regard to matters that are not prescribed in these Terms or when doubts arise in the interpretation of these Terms, the parties shall consult in good faith and resolve such matters or doubts pursuant to the provisions of laws and business practices.
Special Provision on Web Reservation System
Special Provision on POS Connect
For the use of POS Connect, in addition to these Terms, the following provisions shall apply. Toreta shall not be subject to any restrictions from the member store or third parties as to the selection of which POS system to be used. While Toreta POS Connect coordinate data between POS system and the Service, Toreta shall not be responsible for any damage caused to any service establishment due to measures including suspension, interruption or others of a POS system through which data is coordinated. In the event of any malfunction in coordinating data between the Service and POS system, Toreta will endeavour to eliminate such malfunctioning and prevent recurrence thereof.
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