CXA Participant Terms
Welcome to the CXA Platform. Through the CXA Platform, CXA may provide Participants a platform to view and purchase various Health & Wellness related Active Listings and access activities and articles which may further enrich their personal wellness journey. By using the CXA Platform or otherwise dealing with CXA in any way, the Participant agrees to these Terms. If a Participant does not accept these Terms, the Participant must not access, use or otherwise deal with CXA, the CXA Platform or any of its webpages, properties and services.
1.1 In these Terms,
Active Listing means a presentation of goods and/or services provided by the Vendor that CXA has published on the CXA Platform and made available to Participants. An Active Listing is a legal and binding offer by the Vendor that is capable of being accepted by a Participant or their authorised transferees;
Completed Sale means a Sales Contract that the Vendor has performed by redeeming and giving effect to the applicable eVoucher, as well as deliver or promising to deliver the relevant goods and services;
CXA means CXA Group Pte. Limited (registration no.: 201303355E and formerly known as Connexionsasia Pte. Limited). A reference to CXA includes a reference to CXA Affiliates;
CXA Affiliate means any corporate entity that CXA owns, owns CXA or is under a common ownership with CXA. Owns or ownership means the control of more than 50% of the shares or other voting interest in the relevant entity or the ability through trusts, nominees or similar arrangements, to exercise majority control and management of that entity;
CXA IP means the trade name, logos, trademarks, service marks, know-how, information, content, data, software, technology, tools, systems, business methods and other intellectual property arising out of or in connection with, or used by CXA to develop, promote, market, sell, generate, distribute or otherwise deal with, the CXA Platform, CXA's business, the Listings, eVouchers and the transactions contemplated under the these Terms;
CXA Platform means, collectively, the websites hosted by CXA, webpages, mobile applications, properties and any other similar electronic services or distribution channels owned, controlled or operated by CXA, that provide wellness, benefits, flex and similar services to CXA's corporate customers and their employees;
eVoucher means an electronic certificate evidencing the Sales Contract, which is binding on the Vendor and the Participant;
eVoucher Terms means the terms and conditions stated on an eVoucher, and they are supplementary to and form a part of the Participant Terms;
Full Listing Value means the Vendor's prevailing full retail price of the goods or services that is the subject of the eVoucher service;
including, includes and their variants are construed without limitation;
Participant means an individual consumer end user, whether or not under the employment of a CXA corporate customer, of the CXA Platform and related services;
Payable eVouchers are eVouchers that (a) CXA has determined to be validly redeemed, exploited and given effect and (b) for which CXA has received the full corresponding payment attributable to that eVoucher, and the corresponding payment has not been refunded, reversed, reduced or deducted;
Product Terms means the terms and conditions which the Vendor may desire to include, subject to CXA’s prior approval, for the sale or supply of goods or services to a Participant. The Product Terms shall specify, inter alia, all generally applicable policies (including applicable cancellation policies), restrictions and contractual arrangements (including liability waivers for risky or dangerous activities);
Vendor means a vendor of wellness and related goods and services;
Vendor Portal means those webpages, properties and services on the CXA Platform that the Vendor may use to provide, manage, coordinate, administer and otherwise deal with Listings, Active Listings, eVouchers and the transactions contemplated in these Terms;
Sales Contract means the legally binding contract between the Vendor and a Participant for the sale and purchase of goods and services that are the subject matter of an Active Listing;
Terms refer to these Participant Terms – Singapore;
Unauthorized Redemptions means eVouchers redemptions by the Vendor after the eVoucher redemption period has expired; and
Vendor means a vendor of wellness and related goods and services.
2. Permitted Use
2.1 CXA grants access to the Participant to use the CXA Platform for the purchase and other dealing with the Vendor's goods or services in the specified market(s) (if any) and the other purposes and transactions described and contemplated in these Terms.
2.2 Participants shall not misuse the CXA Platform or interfere with the CXA Platform in any way. Participants shall use the CXA Platform only for its intended purposes and in full compliance with all applicable laws.
2.3 Participants are fully responsible and liable for the confidentiality of their passwords and accounts and all activities that are conducted on the account. Participants shall not allow unauthorised use of their passwords and accounts, and shall inform CXA of any known or suspected unauthorised use of their passwords or accounts. Participants shall log out securely and completely at the end of each session on the CXA Shop. Participants shall indemnify CXA for any and all costs, claims, damages, actions, suits or other proceedings and from any liabilities in any way related to the security breach of their CXA Platform passwords and accounts and all activities that are conducted on the account.
2.4 The Participant's receipt of goods and services as contemplated under these Terms may be subject to the Participant's Central Provident Fund and/or personal income tax obligations. CXA and the Vendor do not provide any advice, representation or warranty relating to any personal obligations and liabilities.
2.5 The Participant represents and warrants that the Participant is an adult and has legal capacity to enter into these Terms and carry out the transactions on the CXA Platform.
2.6 Promotions: CXA may use Personal Data (as defined by the Personal Data Protection Act 2012) provided by Participants to send promotional e-mails or contact via other media from time to time so as to update them about the latest offers, rewards, deals, products, or services from CXA or preferred partners which may include Active Listings or information from the Active Listings. Participants may unsubscribe from promotional e-mails at any time through the unsubscribe function within the promotional e-mails.
3. Sales Contracts
3.1 Product Terms. The goods and services that are the subject of an Active Listing may be governed by additional Product Terms that are imposed by the Vendor. Participants are deemed to accept the relevant Product Terms of each good or service they purchase. CXA is not liable or responsible for the Product Terms or any failure to specify accurate or appropriate Product Terms.
3.2 Acceptance and Performance. A Sales Contract arises when the Participant accepts and purchases the Active Listing using the applicable functions and features of the CXA Platform. The Vendor shall perform each Sales Contract by (a) redeeming and giving effect to the applicable eVoucher, and (b) by delivery of the relevant goods and services, in each case in accordance with these Terms.
3.3 Delivery. The Participant agrees that the Vendor will be responsible, and the Participant will rely solely on the Vendor, for the delivery of goods or services under a Sales Contract in accordance with the delivery and shipment options selected by the Participant. When opting for a shipment, Participants will be requested to agree to share personal information such as name, shipping address, email address and phone number with the Vendor to ensure successful delivery of the item purchased. Where necessary, Participants will be requested to acknowledge receipt of the delivery and shipment.
3.4 Responsibility for Sales Contract. The Participant agrees that the Vendor alone, to CXA's exclusion, is responsible and liable for: (a) the offer in the Active Listings; (b) performing Sales Contracts; (c) redeeming, executing and giving effect to eVouchers; (d) delivering all goods and services under Sales Contracts; and (e) providing all customer services, refunds and other support for its goods and services.
3.5 Vendor - Participant Disputes. In the event of any dispute between the Vendor and a Participant relating to a Sales Contract or the provision by the Vendor of goods or services to that Participant, CXA shall not be responsible or liable in any way for any claims, demands and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
3.6 Insolvency. If the Vendor becomes insolvent or threatens to cease its ordinary course of business prior to the performance of a Sales Contract, CXA shall use reasonable efforts to assist with the refund of paid sums for undelivered goods or services, and as applicable deactivate all eVouchers that are not redeemed.
3.7 Ratings. CXA may allow Participants to rate or review goods or services of and/or the standard of service by the Vendor and CXA may make these ratings and reviews publicly available. CXA shall not be responsible for the reviews and ratings and makes no representation or warranty as a result of such reviews and ratings in respect of any goods or services and/or the standard of service by the Vendor.
4.1 Subject to the procedure specified in the eVoucher Terms, Participants may authorise the transfer of their eVoucher codes to any parties or individuals, but Participants shall inform CXA before carrying out each transfer and be fully responsible for all consequences of such transfers should they wish to do so. CXA shall have sole right and discretion as to whether to provide any refunds or reverse any redemptions for transferred eVouchers, having regard to the circumstances.
4.2 Participants or their authorized transferees may redeem an eVoucher by presenting the eVoucher in printed form, through mobile devices or using other media or methods that CXA determines.
4.3 Verification of the eVoucher code and other authentication information will be carried out by the Participant by using the means CXA may determine and give full force and effect to the substance and benefits contemplated and described in an eVoucher, including to accept and recognise the Full Listing Value of the goods and services described in the eVoucher. CXA may reject the Vendor's verification if (a) based on CXA's records, the eVoucher has already been redeemed, has expired, been refunded, is otherwise invalid or the PIN is unauthorized; (b) CXA has reasonable grounds to believe that the redemption is the result of fraud, mischief, dishonesty or illegality; or (c) CXA has any other reasonable grounds to reject the verification.
4.4 Expiration. CXA has the sole right and discretion to extend the validity of expiring or expired eVouchers. When the eVoucher redemption period expires, CXA shall electronically deactivate the eVouchers. Participants may not redeem Expired Vouchers. CXA is not obliged to make any payment whatsoever to the Vendor for any Unauthorized Redemptions.
4.5 eVouchers cannot be exchanged for cash. CXA and the Vendor are not obliged to replace, refund or extend the validity of expired eVouchers.
In the event of electronic payment fraud, dishonesty, illegality or impropriety, the provision of all goods and services for the relevant transaction will be terminated by the Vendor. CXA shall attempt to resolve electronic payment issues (e.g. fraudulent purchases arising from the theft or unauthorised use of credit card information) with its payment systems provider, but CXA shall not be responsible for any fraud, dishonesty, illegality, impropriety, failure, disruption or error in relation to electronic payments. The Participant shall inform CXA immediately of any fraudulent or improper activity that may result in fraud or other illegality or impropriety.
6.1 The Participant shall pay for all goods and services under the Sales Contracts. The Participant shall make payments with credit cards, flex dollars or other payment methods from time to time available on the CXA Platform. The Participant hereby authorises CXA and third parties appointed by CXA to process all payments.
6.2 The total price comprises the price of the goods and services, plus any applicable sales, goods and services or value added taxes, plus shipping fees, transaction fees and credit card fees (if any). Prices for products offered on the CXA Platform may change at any time. CXA does not provide price protection or maintenance if there are price reductions, discounts, offers or similar activities.
7.1 Except as required by applicable laws or otherwise provided in these Terms:
(a) all Sales Contract are final, irrevocable and non-refundable; and
(b) all subscriptions for and all advance, instalment or periodic payment arrangements for Sales Contracts (using the Participant's credit card or otherwise) are final, irrevocable and non-refundable.
7.2 The following provisions shall apply to all refunds and reversals:
(a) CXA has the sole right and discretion to process the refund of an eVoucher. Where determined necessary by CXA on a case-by-case basis, a refund for any unredeemed eVouchers or any undelivered goods or services from the Vendor can be made either to CXA or the relevant Participant;
(b) CXA has the sole right and discretion to reverse the redemption of an eVoucher. If an eVoucher is reversed, the eVoucher can be redeemed in accordance with these Terms;
(c) CXA may allow the Vendor to repair, re-tender or replace the goods and services that are the subject of a refund. Where a replacement is carried out, such replacement goods or services by the Vendor will be equal in value to the refund amount;
(d) CXA reserves the right to charge Participants with an administrative fee for each refund or reversal if CXA in its sole opinion deems it appropriate.
8. Intellectual Property
Each Participant acknowledges that CXA owns the full and all legal and equitable right, title and interest in the CXA IP. Except expressly set out in these Terms, a Participant has no legal or equitable ownership, right, license, title or interest of any kind in or to any CXA IP. A Participant shall not distribute, transfer, copy, download, modify, perform, create derivative works of or otherwise deal with the CXA IP except where expressly permitted under these Terms. A Participant shall not translate, reverse engineer, decompile or disassemble the CXA IP.
9. Confidentiality and Customer Data
9.1 Confidential Information means all non-public written, electronic, and oral information whether or not marked as confidential or proprietary, including but not limited to:
(a) Information relating to CXA’s software, technology, techniques, processes, methodologies, pricing, or employees, vendors, customers or prospects and their personal data;
(b) All Participant data and account information, including but not limited to names, addresses and debit/credit card details;
(c) Any non-public, commercially sensitive information;
(d) Information which is of a type that a reasonable person would recognize to be confidential; and
(e) These Terms.
9.2 A Party (Receiving Party) shall not disclose, or use to its own benefit or permit the use by its personnel, employees, agents, or representatives or by any third parties for its benefit any Confidential Information concerning the other party (Disclosing Party) or its business which the Receiving Party may receive from the Disclosing Party or obtain arising out of or in connection with these Terms , except strictly on a need-to-know basis as may be required for the performance by the Receiving Party of its obligations under these Terms. The Receiving Party shall secure and protect the Disclosing Party's Information with appropriate security measures in accordance with applicable data protection laws.
9.3 Information shall: (a) be used solely for the purpose for which it was furnished; (b) be treated in strictest confidence and protected; (c) not be reproduced, except as necessary for its authorized use; and (d) if in tangible form, be returned or destroyed together with all copies thereof when demanded by the Disclosing Party or when no longer needed.
9.4 Confidential Information excludes information that the Receiving Party can demonstrate: (a) was, at the time of disclosure to it, in the public domain; (b) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the Receiving Party; (c) was in possession of the Receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (d) was received after disclosure to it from a third party who had a lawful right to disclose the information; or (e) was independently developed by the Receiving Party without the use of the Confidential Information of the Disclosing Party.
9.5 Except when otherwise required by a service agreement between CXA and a Participant’s employer where CXA is a data processor, each Participant understands that CXA controls all data and information collected by CXA arising out of or in connection with the CXA Platform, these Terms, including all information and data of Participants (Customer Data). CXA does not provide the Vendor with any access to Customer Data, except when required to do so as part of the transaction flow.
10. Representations and Warranties
10.1 CXA provides all services under these Terms (CXA Services) as-is and as-available, and (to the greatest extent allowed under applicable law), CXA provides absolutely no other warranties whatsoever. Without limiting the generality of the previous sentence, and to the greatest extent allowed under applicable law, CXA expressly and completely disclaims:
(a) all endorsements, representations, views, opinions, research, recommendations, representations and warranties of any kind whatsoever, whether express or implied, and whether arising under applicable law or by custom, trade, usage, course of dealing or course of performance, including warranties of performance, service level, legality, description, merchantability, satisfactory quality, title, non-infringement, condition and other characteristics of the goods, services and availability;
(b) that the CXA Services will be uninterrupted, timely, secure, error free or free from any virus or other malicious, destructive or corruptive code, programme or macros;
(c) that the CXA Services will be fit for any particular purposes, whether or not CXA has notice of that purpose;
(d) that any particular result may be obtained from the use of the CXA Services, or that any result obtained from the use of the CXA Services will be accurate, adequate, reliable, timely or complete;
(e) that any content or information received or transmitted through the CXA Services will be accurate, adequate, reliable, timely or complete; and
(f) that the CXA Services, or content or information provided on the CXA Platform are any form of professional, medical or other advice, care or diagnosis.
10.2 CXA makes no representations or warranties, express or implied, of any kind with respect to the Vendor's goods and services. CXA does not assume or accept any liability or responsibility for the shipment, delivery, completeness, accuracy, adequacy or currency of or losses or damages to those goods and services. All Sales Contracts and eVouchers are entered into between the Vendor and Participant only. CXA is not a party and is not liable for the performance of Sales Contracts. Any dispute about the Sales Contracts, or the Vendor's goods and services shall be resolved between the Participant and the Vendor. CXA is not liable for any loss, injury, claim or damage suffered or incurred arising out of or in connection with the Vendor's goods and services. CXA is not an agent of the Vendor. The Vendor is not an agent of CXA.
11. Term and Termination
11.1 CXA may suspend or terminate these Terms or any Participant's access or use of the CXA Platform at any time.
11.2 A termination howsoever arising of these Terms does not affect, qualify or limit the Vendor's obligations to give full force and effect to any Sales Contract that is not performed.
12.1 CXA shall not be liable, and excludes all liability, to a Participant in contract, tort, negligence, breach of warranty, breach of statutory duty, equity, statute or under any other cause, for any loss, damage, cost or expenses of any nature whatsoever, incurred or suffered by the Participant, if the loss, damage, cost or expenses:
(a) is indirect, consequential or constitutes special damages; or
(b) constitutes loss of turnover, profit, data, business or goodwill, whether arising directly or indirectly from or in connection with the relevant breach, and even if arising as a direct and natural result of the relevant breach,
and whether or not
(c) CXA has been informed or had notice (whether actual or constructive) of the loss, damage, cost or expenses;
(d) the parties had foreseen or contemplated the possibility of the loss, damage, cost or expenses;
(e) the loss, damage, cost or expenses results from supervening events.
Without limiting the above, the application of this Clause shall not be restricted to the particular circumstances the parties had in mind at the Agreement Date.
12.2 To the extent permitted under applicable law, in circumstances where CXA has not effectively excluded liability to the Participant under the previous clause, the maximum limit of CXA's liability to a Participant, whether in contract, tort, negligence, breach of warranty, breach of statutory duty, equity, statute or under any other cause, shall be S$500.
13.1 Amendments. CXA from time to time may amend these Terms. The Participant's continued dealing with CXA or the CXA Platform is deemed the Participant's acceptance of these Terms, as so amended.
13.2 Rights of Third Parties. Except as provided in the next sentence, a person who is not a party to this Agreement has no rights under the Singapore Contracts (Rights of Third Parties) Act (Chapter 53B) or any other statutory, common or civil law, equitable or customary rights (or any equivalent rights) to enforce or enjoy the benefit of these Terms. However, CXA's Affiliates are third parties with the right to enforce or enjoy the benefits of these Terms.
13.3 Severability. Any actual or future invalidity or ineffectiveness of any one or more provisions in these Terms shall not affect the validity or effectiveness of any other provisions or of the whole document.
13.4 No Waiver. CXA’s failure to exercise its rights with respect to a breach by the Vendor or a Participant shall not be considered a waiver of rights under these Terms or under the applicable laws.
13.5 Headings. The Headings are for reference only and shall not define, limit, construe or describe the scope or extent of each clause.
13.6 Force Majeure.
CXA shall not be liable to the Participant for a breach of any of the Terms by reason of any delay in performing or any failure to perform any of CXA’s obligations if the delay or failure was due to any event or cause beyond CXA’s reasonable control (each an event of Force Majeure). Events of Force Majeure shall be, but not limited to, the following:
(a) Act of God, explosion, flood, tempest, fire or accident;
(b) War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;
(c) Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) Import or export regulations or embargoes;
(e) Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of CXA or of a third party);
(f) Health epidemics declared by the World Health Organization or local authorities;
(g) Power failure, interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and
(h) Internet disruptions, both internal and external cyber-attacks, or any breakdown or viral attacks in CXA’s or its suppliers’ IT infrastructure.
Upon the occurrence of any event set out in this Clause 13.6, CXA may, at its sole discretion, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. The Participant shall not be liable for delayed or total or partial non-fulfilment of its obligations under these Terms if such delay or non-fulfilment is due to an event of Force Majeure. If an event of Force Majeure prevents the Participant from performing its obligations for more than five (5) consecutive days, CXA shall be entitled to terminate these Terms.
13.7 Assignment. The Participant shall not assign, transfer or subcontract any of its rights and/or obligations deriving from these Terms, without the prior written consent of CXA. CXA may assign, transfer or subcontract all or part of its rights and/or obligations deriving from these Terms and shall have the right to use any service providers, subcontractors and/or agents on such terms as CXA deems appropriate.
13.8 Governing Law. These Terms shall be governed and construed in accordance with the laws of Singapore.
13.9 Dispute Resolution. The courts of Singapore have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms (including any disputes regarding the existence, validity or termination of these Terms). The parties to these Terms agree that the courts of Singapore are the most appropriate and convenient forum and will not argue to the contrary.