General Terms & Conditions
Last Updated: 19 November 2020
1. Definitions & Interpretation
1.1 In this Agreement, unless the context requires otherwise:
"Equipment" means any lighting product, fitting, fixture, accessory and/or any other thing rented under this Agreement;
"Governmental Authority" means any administrative, executive, judicial, legislative, regulatory, licensing, competition, or other governmental authority (including any tax authority) having applicable jurisdiction;
"Installation Site" means the premises at which the Equipment is to be installed or such other premises as may be approved by us in writing from time to time;
"Law" means any statute, law, rule, regulation, guideline, ordinance, code, or rule of law issued, administered or enforced by any Governmental Authority, and any judicial or administrative interpretation of any of these;
"Personal Data" has the meaning ascribed to it under the Personal Data Protection Act 2012, No. 26 of 2012 of the Singapore Statutes;
"Privacy Notice" means the privacy notice available at vio.com.sg/privacy-notice;
"Renewal Period" means a period of one (1) month commencing from the date on which the order is confirmed in accordance with clause 2;
"Rental Fees" means the Rental Fees set out on our website when you submit your order as may from time to time be amended;
"Rental Period" means the rental period commencing from such date determined in accordance with clause 4.8; and
"Stripe" means Stripe Payments Singapore Pte. Ltd. which acts as our payments processor.
1.2 Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
1.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.4 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
1.5 If there is any inconsistency between these Terms and those of any other document referred to herein, these Terms shall prevail.
2. Placing Orders
2.1 You may place an order for Equipment by completing an order form on our website and submitting it to us through the website. We reserve the right, in our absolute discretion, to decline to accept any orders placed in any other manner. Your order for the rental of Equipment shall be construed and deemed as an express acceptance of these Terms.
2.2 All orders shall be subject to our acceptance, in our sole discretion, and each order accepted by us shall constitute a separate contract.
2.3 By placing your order, you represent and warrant that you are at least 18 years of age and are ordinarily resident in Singapore.
2.4 Upon receiving your order form, a confirmation notice will be sent to you by email. You acknowledge that unless you receive a notice from us confirming your order, we shall not be party to any legally binding agreements or promises made between us and you for any rental, or other dealings with the Equipment and accordingly we shall not be liable for any losses which may be incurred as a result.
2.5 For the avoidance of doubt, we reserve the right to decline to process or accept any order received from or through our website in our absolute discretion.
2.6 Rental of Equipment is subject to availability. Our customer services representative will contact you if any Equipment which you wish to rent is not in stock or is otherwise unavailable. Notwithstanding the receipt of a confirmation notice for your order and/or that payment has been made, all orders made by you are subject to stock availability. We reserve the right to cancel, amend or reject your order in whole or in part, at any time, where any piece of Equipment is out of stock, damaged or spoilt, or unavailable for any other reason. We shall refund any amounts paid by you for any order or portion of your order which is, for any reason, not available. Our liability for cancelling, amending or rejecting an order shall be limited to the making of a refund for any amounts paid to us for Equipment which is unavailable.
3. Title to Equipment
3.1 Pursuant to these Terms, we shall convey to you the right to use the Equipment as a bailee, at the Installation Site. The Equipment shall remain our property and nothing in this Agreement conveys to you any right, title, or interest in or to the Equipment except as otherwise expressly stated in these Terms.
3.2 Without prejudice to the generality of Clause 3.1, you must not sell, assign, sub-let, pledge, mortgage, charge, encumber or part possession of or otherwise deal with the Equipment or any interest therein, nor allow to be created any lien on the Equipment.
3.3 In the event of any breach of this clause 3, we shall be entitled (but not bound) to pay any third party such sum as we, in our absolute discretion, determine to be necessary to procure the release of the Equipment from any charge, encumbrance or lien and shall be entitled to recover such sum from you forthwith. You shall at your own cost and expense, at all times, keep the Equipment free from distress or execution of any other legal process, and were such event to occur, cause the Equipment to be released.
4. Delivery, Installation and Commencement of Rental
4.1 Subject to the other provisions of these Terms, we shall supply the Equipment to you at the Installation Site indicated by you when you submit your order.
4.2 Unless otherwise agreed by us, we shall deliver to you and/or install the Equipment at the Installation Site during ordinary business hours (8am to 7pm, Mondays to Fridays excluding public holidays) at such times to be mutually agreed by you and us upon confirmation of your order.
4.3 We may charge a delivery fee. The amounts of such fee shall be notified to you when you place your order through our website. The delivery fee is based on the delivery of one order to a single address within Singapore.
4.4 We may charge an installation fee. The fee shall be based on a rate card available on our website. All fees stated on our rate card shall be considered to be estimates only. Upon receiving an order which includes installation services, a customer services representative will contact you to arrange an appointment for one or more of our employees, agents, representatives or their sub-contractors to visit the Installation Site to determine the actual scope of work required and to provide you with an installation fee quote. Only the installation fee quote notified to you shall be binding on us and the installation services shall only be performed where you agree to the installation fee quote provided to you. The installation fees are based on installation of Equipment at one Installation Site. You may cancel your order after you receive the installation fee quote. However, we may charge a transportation fee should you cancel your order at this stage.
4.5 Subject to clause 14, we shall only be liable in respect of installation work carried out by our employees, agents or sub-contractors. We shall not be so liable in any case where there are direct contractual relations between you and an installing party other than us. In any event our liability for installation work shall be limited to the correction of any failure to use reasonable skill and care.
4.6 You shall:
(a) be responsible for the safety of our employees, agents and/or representatives or of their sub-contractors whilst at the Installation Site;
(b) be responsible for obtaining any consent, approval and/or authorisation for the delivery and/or installation of the Equipment; and
(c) comply with all relevant statutory requirements.
4.7 You shall provide us with reasonable notice of any rescheduling of delivery and/or installation, delivery restrictions and/or difficulty in accessing the Installation Site. Our employees, agents and/or representatives or their sub-contractors shall not be obliged to wait for you to grant access to the Installation Site, and additional delivery fees and/or installation fees shall be payable if, in our sole discretion, any delivery and/or installation has to be rescheduled in such circumstances.
4.8 The Rental Period shall commence from the date on which the order is confirmed by us by email notification, subject to any cancellation, amendment or rejection in accordance with clause 2.6.
5. Rental Fees and Payments
5.1 This Agreement will renew automatically at the end of the Rental Period and at the end of each subsequent Renewal Period unless terminated in accordance with clause 10. We shall be entitled to process payments for the Rental Period upon submission of your order. Payments for subsequent Renewal Periods shall be processed prior to the start of each such period.
5.2 Unless otherwise agreed in writing, all payments made to us shall be by credit card payment. Credit card payments made on our website are processed by Stripe Payment Processing Services in accordance with the Stripe Services Agreement (https://stripe.com/en-sg/ssa). You agree to provide us with accurate and complete information about you, and you consent to us sharing it and any transaction information with Stripe. Stripe will store the card details used to pay the Rental Fees and will use those same card details to automatically take payment for any Subscription Fees in respect of each Renewal Period. You shall keep your payment information up to date at all times during the validity of this Agreement.
5.3 We shall in no way be responsible and/or liable for any credit card transactions carried out pursuant to this Agreement and any errors in processing payment, payment disputes and/or any other payment-related matters pursuant to the this Agreement shall be referred by you directly to the respective bank issuing the credit card.
5.4 All fees stated and/or referred to in this Agreement:
(a) shall be payable in Singapore Dollars;
(b) are, subject to clause 14.3, non-cancellable and non-refundable; and
(c) are subject to any applicable taxes (such as Goods and Services Tax), which shall be added to our invoice(s) at the appropriate rate.
5.5 We shall be entitled to review and amend the Rental Fees at the start of each Renewal Period upon providing thirty (30) days' prior notice to you.
6. Promotional codes
6.1 We may from time to time publish or provide promotional codes which may be used on our website to obtain discounts. Where a promotional Rental Fee is applicable, Rental Fees for all subsequent Renewal Periods shall be based on our prevailing rates as may from time to time be notified to you. Promotional delivery fees and/or installation fees may apply at our discretion. Promotional codes may be withdrawn at any time before an order is confirmed.
6.2 Promotional codes cannot be combined with other promotions or promotional codes unless otherwise stated. Additional terms and conditions of use may apply to certain promotional codes and will be communicated by us when a promotional code is published or provided to you. We reserve the right to verify the validity of any promotional code and may at our sole discretion cancel orders or refuse to accept orders where the promotional code has been used otherwise than in accordance with the terms applicable to that promotional code.
7.1 Subject to clauses 9.1, 10.2, 10.3 and any applicable law, all refunds shall be made at our discretion.
7.2 All refunds shall be made via the original payment mechanism and to the person who made the original payment. We may in our sole discretion provide a refund through another payment mode, but shall not be obliged to do so.
7.3 We offer no guarantee of any nature for the timeliness of the refunds reaching your account. The processing of payment may take time and is subject to the respective banks and/or payment provider internal processing timelines.
8.1 You may cancel your order at any time up to three (3) business days before the date of delivery and/or installation after such date has been confirmed with our customer services representative.
8.2 If you cancel your order less than 3 business days from the date of delivery and/or installation, we reserve the right to charge the delivery and/or installation fee.
8.3 If you attempt to cancel your rental after delivery has been made, we reserve the right to consider this a termination of rental and may charge for the Rental Fee payable for the applicable Rental Period or Renewal period.
8.4 For avoidance of doubt, the cancellation of an order, for any reason, shall not affect any other order which you might have separately placed with us. You shall inform us if your cancellation will include any such other order.
9. Loss or Damage to Equipment
9.1 Subject to any applicable law, where any piece of Equipment is found to be defective or found not to conform with your order at the time of delivery and/or installation, you shall notify us of such defect or non-conformity of that piece of Equipment within fourteen (14) days of delivery or installation, whichever is later. Upon receiving such notification from you concerning a valid claim arising from defect or non-conformity, we shall rectify, replace and/or repair the Equipment at no cost to you, or refund a proportionate amount of Rental Fees paid by you for the particular piece of Equipment claimed to be non-conforming or defective.
9.2 Fair wear and tear excepted, you shall be responsible for loss, damage or destruction of the Equipment during the initial Rental period and any subsequent Renewal Period, including but not limited to losses while on your premises, except that you are not responsible for damage to or loss of the Equipment caused by our sole negligence or wilful misconduct, or that or our employees, agents and/or representatives.
9.3 If any of the Equipment is lost, damaged, or destroyed, you shall promptly notify us of the occurrence, and will furnish any reasonable details which we might request from you. You shall not repair the Equipment or make replacements or alterations unless authorised to do so in writing by us. Any replacement of parts by you shall forthwith become our property unless otherwise agreed in writing.
9.4 Where we determine, in our sole discretion, that any damage and/or destruction of the Equipment is due to fair wear and tear, arising from reasonable use in the context of lighting a residential household, we shall rectify, replace and/or repair the Equipment at no cost to you.
9.5 Where we determine in our sole discretion, that any loss, damage or destruction of the Equipment is not due to fair wear and tear, you shall bear the costs of such rectification, replacement or repair which shall, in our sole discretion, be reasonably necessary in making good such loss, damage or destruction. We shall limit the cost of such rectification, replacement or repair to a sum equivalent to up to twelve (12) months of the monthly Rental Fee payable for the Equipment you have rented.
10.1 You may at any time submit a request to us to terminate your rental through your user account on our website. The date on which this Agreement terminates shall be the date on which the Equipment is returned to us, in full, in accordance with clause 11 of these Terms.
10.2 We may continue to process payment of your Rental Fees for your subsequent Renewal Period where your return of the Equipment to us takes place or is scheduled to take place after the end of your current Rental Period or Renewal Period. After we have received the Equipment from you, we shall promptly refund to you, within a reasonable time, any Rental Fees charged to your account for such Renewal Period following the date on which your termination request was received.
10.3 If you fail to make reasonable arrangements for the return of, and to deliver-up the Equipment to us in accordance with clause 11 within a period of ten (10) business days following our receipt of your request for termination, we may at our sole discretion, renew the Agreement for such additional Renewal Term(s) and charge Rental Fees for such additional terms until we receive the Equipment from you. We shall not be obliged to refund Rental Fees in accordance with clause 10.2 where you return the Equipment to us after the ten (10) business day period for return has expired and we have exercised our discretion to renew the Agreement. The ten (10) business day period for return and to delivery-up of the Equipment may be extended by us at our sole discretion.
10.4 We may terminate this Agreement by providing you with not less than two weeks' prior notice in writing.
10.5 Without prejudice to the other provisions of these Terms, we shall be entitled to terminate this Agreement forthwith in the following circumstances:
(a) where you fail to make payment of Rental Fees;
(b) where Stripe is unable to process payment of Rental Fees for any reason, including due to your credit card information being outdated or invalid;
(c) where you have failed to observe and perform any of these Terms or any other applicable terms and conditions applicable to this Agreement; and
(d) where you become bankrupt or make any arrangement or composition with your creditors.
10.6 Where this Agreement is terminated prior to the end of a Rental Period or Renewal Period, we will not be required to refund or pro-rate any Rental Fees paid for any unused period of the Rental Period or Renewal Period.
11. Return of Equipment
11.1 Upon the submission of your termination request in accordance with clause 10.1, you shall make such arrangements as we may reasonably require for the return of the Equipment to us including by providing our employees, agents, representatives or their sub-contractors with access to the Installation Site to facilitate the removal of the Equipment. Unless mutually agreed in writing, you shall not perform any removal or engage any third party to perform removal in relation to the Equipment.
11.2 Removal services performed by our employees, agents, representatives or their sub-contractors shall be limited to any works reasonably necessary to remove the Equipment and any related fittings. Our employees, agents, representatives or their sub-contractors shall not be required to assist in any other works including but not limited to the patching of any holes and/or surfaces, and/or any electrical or wiring works.
11.3 Subject to clause 14, we shall only be liable in respect of removal work carried out by our employees, agents, representatives or their sub-contractors. We shall not be so liable in any case where there are direct contractual relations between you and any party other than us performing the removal works. In any event our liability for installation work shall be limited to the correction of any failure to use reasonable skill and care. Clause 4.6 shall apply, with appropriate modifications, for any removal works.
11.4 The acceptance of the return of any Equipment is not a waiver of claims that we may have against you, nor is it a waiver of claims for latent or patent damage to any Equipment rented by you.
12. Personal Data Protection
12.1 You consent to the collection, use, disclosure, and transfer of your Personal Data in accordance with our Privacy Notice.
12.2 Where you provide us with any Personal Data relating to a third-party, you represent and warrant that you have obtained that third-party's consent to provide their Personal Data to us for our collection, use, disclosure and transfer of your Personal Data in accordance with our Privacy Notice.
13. Software Licence
13.1 Your use of any software applications relating to or in connection with the Equipment shall be governed by separate end-user licence agreements and/or such other agreements which may be entered into upon download and/or installation of the relevant software applications.
14. Limitation of Liability
14.1 We will, under no circumstances, be liable for any loss or damage suffered by you or anyone else arising from any:
(a) modification, repair, replacement and/or alteration to the Equipment that has not been authorised by us in writing;
(b) use of the Equipment in a manner that has not been authorised by us in writing, or in a manner that not in accordance with how the Equipment would be used by a reasonable person in the context of lighting a residential household;
(c) disregard of any safety instructions or guidelines that we have prescribed; and/or
(d) failure to comply with these Terms.
14.2 We shall not be liable to you under contract, tort, statute or otherwise for any:
(a) indirect, consequential, collateral, special or incidental loss or damage;
(b) loss of revenue, profits, anticipated savings or business, loss of data or goodwill, loss of use or value of any equipment, claims of third parties or any associated and incidental costs or expenses; or
(c) losses that are not reasonably foreseeable at the time your order is accepted, in each case suffered or incurred by you in connection with any order, the Equipment of any part thereof or any services procured under these Terms or otherwise.
14.3 Our total aggregate liability to you arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Rental Fees paid to us during the twelve (12) months immediately preceding the date on which the claim arose.
14.4 Nothing in this agreement excludes our liability for:
(a) death or personal injury caused by the negligence of our employees, agents and/or representatives or their sub-contractors; or
(b) fraud or fraudulent misrepresentation.
14.5 You shall indemnify us against all loss, damages, costs, expenses, and legal fees incurred by us in connection with the assertion and enforcement of our rights under this Agreement.
15.1 We may by notice through our website or by such other method of notification as we may designate (which may include notification by way of e-mail), vary these Terms, such variation to take effect on the date we specify through the above means. If you place orders and/or continue your rental after such date, you are deemed to have accepted such variation. If you do not accept the variation, you must notify us that you wish to terminate your rental under clause 10.1 of these Terms. Our right to vary these Terms in the manner aforesaid will be exercised with may be exercised without the consent of any person or entity who is not a party to these Terms.
16. Contracts (Rights of Third Parties) Act
16.1 Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act, Cap. 538 of the Singapore Statutes, and notwithstanding any term of this Agreement the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Agreement.
17. Entire Agreement
17.1 This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and all warranties, representations and undertakings, terms and conditions not expressly contained in this Agreement (including without limitation to those relating to quality, merchantability or suitability or fitness for purpose of the Equipment) whether arising by reason of statute or common law or otherwise are excluded. You acknowledge that we have not given and you have not relied on such warranties, representations, or undertakings other than those expressly contained in this Agreement.
18.1 No failure to exercise, or delay in exercising, any right under this Agreement or provided by Law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by Law shall not preclude any further exercise of it.
19. Applicable law
19.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore and the parties agree to submit to the exclusive jurisdiction of the Courts of the Republic of Singapore.
20. Force Majeure
20.1 We shall not be liable for the suspension or termination of or the failure to perform any obligation under this Agreement, arising out of or caused by, directly or indirectly, forces beyond our control, including without limitation, strikes, work stoppages, accidents, natural catastrophes, pandemics, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. We shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.
21.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, that provision shall be deemed not to form part of this Agreement, and the legality, validity or enforceability of the remainder of this Agreement shall not be affected.