ANNEX 1 - General Terms of Agreement

1. Item details attached in the Sales Order are endorsed by the Merchant.

2. In the event purchase is a monthly lease payment as stated above, the number of months stated is the binding obligation for the Merchant to pay. Lease starting from delivery day.

3. Network connectivity will be provided by Merchant.

4. Warranty period of Hardware provided by Lunchbox will be 1 year from delivery of solution.

5. Warranty of Point of Sales software provided by Lunchbox will be in effect as long maintenance fee is paid 

6. 3rd party hardware / software warranted by respective providers if any, Lunchbox not liable for 3rd party warranties.

7. In the event of a breach of contract, Merchant is liable to pay in full the remaining months due.

8. Should Merchant decide for unreasonable reasons not to proceed with this agreement before installation / delivery, Merchant agrees to compensate Lunchbox to the milestone amount of the solution readiness for implementation and the entire hardware costs.

9. All laws are governed by Singapore Court laws

10. Support Hours : 10am to 10pm, Monday to Sunday, +8 GMT via phone or email

11. Merchant agrees and acknowledge that the payment of fees (i.e. the PSG Package Fee shall be made directly to and invoiced by :- Lunchbox in the first 12 months of subscription by Merchant to the Lunchbox servvice; and NETS after the first 12 months of subscription by Merchant to the Lunchbox service.

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ANNEX 2 - Diner App or Digital Payments

1. Transactions through Lunchbox Online Credit card gateways are subjected up to 3% platform service fees. Transaction through NETS Online QR is subjected to 2.5% platform service fees, in accordance with the agreement with NETS

2. For only Delivery Orders, a convenience fee of $0.50 per transaction (per bill) is also charged to the Diners

3. If Merchant has done a total of $1,000 worth with 10 transactions : 

   1. Total transaction on Lunchbox online gateway - transaction fees - (convenience fee x number of transactions) - any Bank Transfer Fees = Payment to Merchant

   2. $1,000 - ($1,000 x 2.7%) - (10 x $0.50) - any Bank Transfer Fees = $968

4. Payment Schedule

   1. Payment to Merchant is done every Thursday of the week

   2. In the event Thursday falls on a Public Holiday, it will be on Friday)

   3. Calculation of last Wednesday’s to this Tuesday’s transaction is tabulated

5. Payment to Merchant is done via Bank Transfers only to a registered Corporate Bank account, unless the Merchant verifies that they are a legal sole proprietary. Bank transfer fees is borned by Merchant

6. All terms subjected from any partnering 3rd party payment gateways used by Lunchbox are reflected back to back to the Merchant. Lunchbox is not liable for any failure of service or payments from 3rd party payment gateways

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ANNEX 3 - General End User License Agreement

This 'end user license agreement' (the 'EULA') is a legal agreement between the individual or legal entity or association intending to use the software ('you' or 'customer') and Lunchbox. By registering for the software or by using the software, you represent, warrant, and agree that you have read, understood, and agree to be bound to the terms of the EULA. If you do not agree to be bound by the EULA, or you do not have authority to bind customers to the EULA, you may not use the software.

Definitions

'Active User Account' means a user account that is active in the context of Lunchbox's software, meaning that the User Account is fully functional and can be used to authenticate to the Software.

'Data' means the data stored in Backend or Device using the Solution

'Domain Name' means an Internet domain name (e.g., sub.domain.com and domain.com).

'License Key' means the key that is used to activate the Software for use by the Merchant / Customer.

'Lunchbox', 'Us' and 'We' means Lunchbox Pte. Ltd., its employees, representatives and contractors.

'Site' means www.mylunchbox.app

'Software' means the software that accompanies this EULA.

'Solution' means the solution (Lunchbox) You choose to have delivered to You as part of the Software.

'User Account' means a user account in the context of Lunchbox's software.

'Support and Maintenance' means the optional fee-based subscription that enables a Customer to receive access to support and new releases of and updates to the Software.

'Third Party Software' includes any third-party software that may be included with the Software

1. Grant of License

1.1 License. Subject to the EULA and provided that you have a valid License Key, Lunchbox grants You the revocable, non-exclusive, non-transferable, and non-licensable license to use the Software through Your Active User Accounts

1.2 Third Party Software. The Software may contain or accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from Lunchbox and are made part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein.

1.3 User Accounts. You shall ensure that the number of Your Active User Accounts is equal to or less than the number of User Accounts for which You have subscribed. You are responsible for ensuring that access to a User Account is not shared. Only one individual may authenticate to one User Account. If You are a legal entity or association, all persons using Your User Accounts must be either Your employees or Your contractors who have agreed to be bound by the EULA. Hardware or software you use to pool connections, reroute information, or reduce the number of users that directly access or use the Software (sometimes referred to as “multiplexing” or “pooling”), does not reduce the number of licenses or Active User Accounts you need.

1.4 New Releases, Updates, and Increases to Number of User Accounts. You are entitled to use new releases of and updates to the Software, and/or to increase the number of Your User Accounts, only (i) if you elect to purchase a Support and Maintenance subscription and (ii) while your Support and Maintenance subscription remains active and in good standing. 

2. Conditions and Limitations

2.1 Number of Installations. You are permitted only one live, accessible installation of the Software. Each live installation of the Software can be accessed through one Domain Name only. If access to the installation is required through multiple Domain Names, additional license(s) are required.

2.2 No Reselling, Time-Sharing, or Sub-Licensing. You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA.

2.3 No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, adapt or hack any protected (encrypted or compiled) parts of the Software, or otherwise attempt to gain unauthorized access to those parts or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Lunchbox offers no assurance that Your use of the Software under the terms of the EULA will not violate any law or regulation applicable to You.

2.4 Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Software. You are responsible for any accesses made to the Software.

2.5 Attribution. With respect to any use of the Software, You shall keep the attribution and hyperlink to Lunchbox and its website intact unless a license (at a cost) is obtained from Lunchbox to do so.

2.6 Data Backups. You assume all responsibility for all of Your Data and any backups thereof.

2.7 Unsolicited Email. You may not use the Software to send unsolicited email ('spam') to anyone, including mailing lists which You have purchased.

2.8 Securing Your Authentication Details. You will ensure that all passwords and login credentials remain secure at all times for You and each of Your User Accounts. If in the case that You suspect a security violation You also undertake to notify Lunchbox immediately.

2.9 Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third Party Software independently of the Software, (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software or (d) make any attempt to circumvent parts of the Software designed to enforce the maximum number of User Accounts for which You have paid. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.

2.10 Limited License. You acknowledge and agree that (i) the Software is the property of Lunchbox and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of Lunchbox and/or its licensors and embodies trade secrets and intellectual property of Lunchbox and/or its licensors protected under Singapore copyright and other laws, and by international treaty provisions (collectively referred to as “Lunchbox’s Intellectual Property Rights”). Your rights in the Software are strictly limited to those license rights expressly granted under Section 1.1 above, and Lunchbox retains all rights not expressly granted herein. Without limiting the foregoing, Lunchbox and/or its licensors retain all right, title, and interest in and to Lunchbox’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA.

2.11 Obtaining the Software. You shall not obtain copies of the Software through any means other than directly through the Site using your Lunchbox customer account credentials. 

2.13 Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of Lunchbox's name or the name of its third party suppliers, whether through explicit act or omission.

3. Liabilities, warranties and indemnification

3.1 Disclaimer of Warranties. No Warranties. The software and the site are provided “as is” and “as available” without any warranty of any kind, expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Lunchbox makes no warranty that (i) the software will meet your requirements, (ii) the software will be uninterrupted, timely, secure, error-free, or virus-free, (iii) the results that may be obtained from the use of the software will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the software will meet your expectations, and (v) any errors in the software will be corrected. No advice or information, whether oral or written, obtained by you from Lunchbox or through or from the software shall create any warranty not expressly stated herein.

3.2 Carrier Lines. You acknowledge that access to the software will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, “carrier lines”) owned, maintained, and serviced by third-party carriers, utilities, internet service providers, all of which are beyond Lunchbox’s control. Lunchbox assumes no liability for or relating to the integrity, privacy, security, confidentiality, or use of any information while it is transmitted on the carrier lines, or any delay, failure, interruption, interception, loss, transmission, or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.

3.3 Unauthorized Access; Lost or Corrupt Data. Lunchbox is not responsible for unauthorized access to any data, facilities, or equipment by anyone using the software or for unauthorized access to or alteration, theft, corruption, loss, or destruction of any data files, programs, procedures, or information through the software, whether by accident, fraudulent means or devices, or any other means. You are solely responsible for validating the accuracy of all output and reports. you hereby waive any damages occasioned by lost or corrupt data, incorrect reports, or incorrect data files resulting from programming error, operator error, equipment or software malfunction, security violations, or the use of third-party software. Lunchbox is not responsible for the content of any information transmitted or received through Lunchbox’s provision of the software. Any material downloaded or otherwise obtained through the use of the software is done at your own discretion and risk and that you will be solely responsible for any damage to your computer service or loss of data that results from the download of any such material. Lunchbox shall not be held responsible for data hosted on its servers and you are solely responsible for maintaining local copies of your data and maintaining proper and sufficient insurance if coverage is required with respect to data loss.

3.4 Third-Party Sites and Service Providers. The software may contain hyperlinks (including hyperlinked advertisements) to internet web sites operated by third parties, or to materials or information made available by third parties. such third parties may offer goods or services for sale to you. Such links do not constitute or imply Lunchbox’s endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and Lunchbox has no responsibility for information, goods, or services offered or provided by such third parties, or for the manner in which they conduct their operations. Your use of third- party sites and the materials, goods, and services offered by them is entirely at your own risk, and is subject to the terms of use of the third parties operating or providing them. You should assume that any internet page or other material that does not bear the Lunchbox logo is provided by a third party.

3.5 Warranties Required By Applicable Law. If applicable law requires any warranties with respect to the software, all such warranties are limited in duration of your subscription plan

3.6 Limitation of Liability. In no event shall Lunchbox be liable to you or any third party for any indirect, special, incidental, exemplary, punitive, cover, or consequential damages (including, but not limited to, damages for the inability to use equipment or access data, loss of business, loss of profits, business interruption or the like), arising out of the use of, or inability to use, the software and based on any theory of liability including without limitation breach of contract, breach of warranty, tort (including without limitation negligence), product liability or otherwise, even if Lunchbox or its representatives have been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. Lunchbox's total liability to you and third parties for actual damages for any cause whatsoever will be limited to the amount paid by you for the software. The provisions of this section allocate the risks under the EULA between the parties, and the parties have relied on these limitations in determining whether to enter into the EULA and how to price the software. The foregoing limitations on liability are intended to apply to the warranties and disclaimers above and all other aspects of the software and the EULA.

3.7 Indemnification. You agree to indemnify, defend, and hold harmless Lunchbox and other users of Lunchbox services, and Lunchbox’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Software; (b) any content You create, transmit, or display while using the Software; (c) any breach by You of any representations, warranties, or agreements contained in the EULA; (d) any unlicensed use of the Software using Your User Accounts; and (e) Your negligent or willful misconduct.

3.8 Notification of Claim. In no event will a claim brought by You unless the licensee has notified Lunchbox of the claim within thirty (30) calendar days of it arising.

3.9 Infringement. Subject to the remainder of this Section 3.9 and to the limitations set forth in Section 3.6, Lunchbox will indemnify and hold You harmless against a claim to the extent based on an allegation that Your use of the Software (in the form provided by Lunchbox) in compliance with this Agreement infringes a Singapore patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against You by a court of competent jurisdiction, or agreed to in writing by Lunchbox as settlement, as a result of such Claim, provided that the licensee has notified Lunchbox of the Claim within thirty (30) calendar days of it arising. Lunchbox will have no liability for any damages or costs to the extent that a Claim is based upon: (i) use of Software in combination with any non-Lunchbox product, software or equipment; (ii) use of Software in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Lunchbox was aware of or had been advised of such use; (iii) modifications to Software by any person or entity other than Lunchbox; (iv) any breach by You of any representations, warranties, or agreements contained in the EULA; (v) any unlicensed use of the Software using Your User Accounts; or (v) Your negligent or willful misconduct. If the Software becomes, or in the opinion of Lunchbox may become, the subject of a Claim, Lunchbox may, at its option and in its discretion: (i) procure for You the right to use the Software free of any liability; (ii) replace or modify the Software to make it non-infringing; or (iii) terminate Your right to continue using such Software and refund, on a prorated basis, any license fees related to the Software paid by You.

4. Trademarks and publicity

4.1 Use of Names and Trademarks. While You remain licensed to use the Software, You may use Lunchbox's name or logos in order to identify Yourself as a customer. You shall not otherwise use Lunchbox's name or trademarks, unless written permission is obtained from Lunchbox or otherwise set out in the EULA.

4.2 Disrepute. You shall not commit any act where the result of which is the likely disrepute or harming of interests of Lunchbox's name or the name of its third party vendors, whether through explicit act or omission.

4.3 Promotional Materials and Publicity. You authorize Lunchbox to use Your name and trademarks in Lunchbox’s promotional materials and for publicity purposes. You can opt-out at any time by writing to: office@mylunchbox.app

5. Confidentiality

5.1 Access to and Disclosure of Your Data. You acknowledge and agree that Lunchbox may access, use, and store Your Data for the purpose of responding to Your requests for technical support and/or providing other services that we have agreed, or may in the future agree, to provide for Lunchbox or its partners for marketing purposes. You also agree that Lunchbox may collect usage data from and/or relating to Your Data and Your use of the Software (“Usage Data”). Usage Data may include identifying information about Your customers, such as Your customer contact information, or copies of communications between You and Your customers. Lunchbox shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of Your Data in Lunchbox's possession. Lunchbox will not disclose any of Your Data in Lunchbox's possession to a third party unless compelled by law or court order or if You consent in writing to the disclosure.

5.2 Usage Data. In consideration of Lunchbox’s provision of a license to access and use the Software, You hereby transfer and assign to Lunchbox all right, title, and interest in and to all Usage Data that Lunchbox makes from Your data pursuant to Section 5.1. You agree that Lunchbox may use, disclose, market, license, and sell such Usage Data for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof.

5.3. The Merchant acknowledges and agrees that to the extent Data contains Personal Data, in collecting, holding and processing that Data through the Software, the Company is acting as an agent of the Merchant for the purposes of the PDPA and any other applicable personal data protection law or regulation, and the Merchant must obtain all necessary consents from the relevant customer to enable itself and the Company to collect, store, transfer, disclose, use or process that Data in accordance with this Agreement.

5.4 The Merchant agrees and undertakes to fully and effectively indemnify, defend and hold harmless, on a continuing and after tax basis, the Company, its affiliates and the directors, officers, employees, agents and other persons acting on behalf of the Company (each an "Indemnified Person"), on demand, from and against any and all claims, actions, investigations, judgments, awards, proceedings, demands, liabilities, damages, losses, costs or expenses, each of which an Indemnified Person may become subject to (collectively, "Claims") (whether or not such Claim is successful, compromised or settled, joint or several, threatened, pending or actual) (including, without limitation, legal fees and all payments, costs, expenses and charges arising out of, in relation to or in connection with the investigation, dispute, defence or settlement or any judgment obtained in respect of any Claims) and any applicable tax each of which an Indemnified Person may become subject to arising out of or in connection with an infringement of the rights of a third party (including intellectual property rights and personal data protection rights).

5.5 This Clause 5 shall survive termination or expiration of this Agreement

5.6 Privacy Policy. The privacy policy is available at http://www.Lunchbox.com/privacy/. By agreeing to the EULA, You accept the terms of Lunchbox's privacy policy.

6. Payments, Sales, and Refunds

6.1 Payment of Fees. You must pay all fees by the due dates.

6.2 Upgrading, Downgrading, or Switching Solution. The amount You pay for the Software is dependent on the Solution selected and the number of User Accounts selected. If You elect to switch to a Solution which costs more or increase the number of User Accounts, Lunchbox will invoice You for the marginally increased amount owed. If You switch to a Solution which costs less or decreases the number of User Accounts, Lunchbox will not be required to refund any prepaid amount. Because the price of the Support and Maintenance subscription is a function of the cost of the Solution and number of User Accounts you have selected, You will also be required to pay any difference in the price of the Support and Maintenance subscription.

6.3 Choice of Law. The interpretation of the EULA and the resolution of any disputes arising under or in connection with the EULA shall be governed by the laws of Singapore. The United Nations Convention on Contracts for the Sale of Goods does not apply.

6.4 Dispute Resolution. In the event of a claim or dispute between You and Lunchbox arising under or in connection with the EULA or the Software, the parties shall first attempt to settle the claim or dispute by direct discussions. If discussions are not successful, the parties shall arbitrate pursuant to the Commercial Arbitration Rules administered by the Singapore International Arbitration Association, with a final judgment to be entered upon the arbitration award. The venue for discussions and arbitration shall be Singapore

6.5 Severability. Any provision of the EULA that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of the EULA, and such other provisions shall remain in full force and effect.

6.6 Notices. You agree that Lunchbox may provide You with notices, including without limitation those regarding changes to the EULA, by email, regular mail, or messages or postings through the Software.

6.7 Complete Understanding. The EULA constitutes the entire agreement between You and Lunchbox and governs Your use of the Software, superseding any prior agreements between You and Lunchbox for the use of the Software. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Lunchbox services, affiliate services, third-party content, or third-party software.

6.8. No Third-Party Beneficiaries. Nothing expressed or implied in the EULA is intended to confer, nor shall confer, upon any person or entity other than the parties and their respective successors or assigns any rights, remedies, obligations, or liabilities whatsoever.

6.9. Non-Refundable Deposit. Any deposit required is non-refundable.

7. Support and Maintenance

7.1 Software, minor assistance. Channels of support via Phone or Online remote access into Device (Device must be connected to the internet), with response time of not more than 48 hours via phone or message

7.2 Software, major assistance. In the event issue cannot be solved via remote, and mission critical to operations, onsite not longer than 76 hours

7.3 Hardware. All hardware purchased belongs to the Merchant (unless leased). Warranty provided by the hardware provider directly. Merchant is responsible for servicing their own hardware

8. Term and Termination

8.1 Unless terminated in accordance with this Clause 10, this Agreement shall commence on the Effective Date and shall continue for successive terms of one month from the Effective Date unless either Party gives the other Party no less than 30 days' written notice that the Agreement will terminate on the expiry of the then-current term. Any fees payable to the Company will be pro-rated accordingly from the time the termination takes effect.

8.2 Notwithstanding Clause 10.1, if either Party breaches a material term of this Agreement, the non-beaching Party may give a written notice to the defaulting Party. The notice shall (a) describe the breach, and (b) state the Party's intention to terminate this Agreement if the material breach is not rectified. If the breaching Party does not cure the breach within thirty (30) days after receipt of the notice, or such other time period as may be granted by the Party asserting the breach (the "Cure Period"), then the non-breaching Party may immediately terminate this Agreement by giving notice at any time following the end of the Cure Period. Neither a failure nor a delay on the part of either Party in sending a notice under Clause 10.1 shall operate as a waiver thereof, nor shall it preclude the exercise of any right, power or privilege by either Party.

8.3 Notwithstanding Clause 10.1, either Party may, in its absolute discretion, by notice in writing to the other Party, terminate this Agreement immediately if in respect of the other Party, (a) there shall have been an order or petition made for its winding-up or dissolution; (b) it shall have entered into a composition or arrangement with its creditors or a scheme of arrangement of any resolution for its winding-up or dissolution; (c) a provisional liquidator, receiver, administrator, provisional supervisor, administrative receiver, trustee, manager, or similar officer shall have been appointed over all or part of its business, interests, revenue, assets or properties; or (iv) anything analogous thereto shall have occurred.