1. Definition

Throughout this document, the terms “We” and “Us” refer to The Consociation LLP, the legal entity operating under the brand name QI3023. The terms “Merchant” and “You” refer to clients and subscribers engaging with our services. “Terms of Service” refers to the terms and conditions outlined in this document that govern the use of our subscription services. Please review these terms carefully before engaging with our services.

“Monthly billing cycle” refers to the specific period starting from the date of Merchant’s initial subscription and continuing for one month until the day before the same date of the following month. “Month” and “Monthly”  refers to this period within which the monthly subscription fees are applicable.

2. Business information

The business operates under the legal name “The Consociation LLP,” with the following details:

Address: AZ@Payalebar, 140 Payalebar Road, #09-16, Singapore 409015
Company UEN Number: T10LL1456K
The services provided are associated with the brand “QI3023.“

3. Subscription details:

Type of Subscription plansWe offer 2 different monthly packages for merchants:

i. Ignite Plan

This monthly subscription plan is only for 3 months. The first month is free, and charges will only apply for the 2nd and 3rd months. This is a limited trial price set at SGD$488 monthly. After the trial period ends, Merchant will switch to the Synergy Plan, which is priced at SGD$548 monthly.

The plan includes the following:

1. 1. 1 x infusion bag per month (Entitled)
   2. 1 x Infusion Jar Rack [Inclusive]
   3. 1 x Infusion Jar (Inclusive)
   4. 20 x Capsule Stand (Inclusive)
   5. 80 x Capsule bottles for merchants to use (Inclusive)
   6. Inclusion of Merchant’s promotional activities and details on the website and social media platforms, with active participation in the QI3023 campaign.

ii. Synergy Plan

This monthly subscription is only for 6 months at a rate of SGD$548 per month.

The plan includes the following:

1. 1. 1 x infusion bag per month (Entitled)
   2. 1 x Infusion Jar Rack [Inclusive]
   3. 1 x Infusion Jar (Inclusive)
   4. 20 x Capsule Stand (Inclusive)
   5. 80 x Capsule bottles for merchants to use (Inclusive)
   6. Inclusion of Merchant’s promotional activities and details on the website and social media platforms, with active participation in the QI3023 campaign.

4. Provision of Infusion Bag

i. Entitlement:

Merchant is entitled to request (1) infusion bag during their monthly cycle at no additional charge, as it is included in their monthly subscription plan.

ii. Additional Infusion Bag:

Any subsequent additional infusion bag ordered within the same month will be chargeable at SGD$50.00 per infusion bag. The payment will be based on Cash On Delivery (COD).

iii. Requested and Delivery :

Merchant can request to receive their (1) infusion bag at any time during their monthly billing cycle. This entitled (1) infusion bag cannot be carried over to the following month. Requests for infusion bag delivery must be made at least 3 calendar days in advance of the delivery date to ensure timely receipt within the same monthly billing cycle.

5. Payment Terms

i. Pricing Structure:

The pricing structure for the monthly subscription plan is based on the subscription plan with varying benefits and features for each plan.

ii. Accepted Payment Methods:

We accept online payments via credit card, debit card, PayNow through our secure payment gateway vendor, HitPay Payment Solutions Pte Ltd.

iii. Automatic Monthly Renewal Terms:

The subscription plan will be automatically renewed every month, starting from the date of the initial subscription, unless the Merchant provides a cancellation notice at least 7 days before the renewal date. The renewal will continue on a monthly basis, corresponding to the same date of the initial subscription each month. You may cancel your monthly subscription at any time, subject to the terms of our cancellation policy.

The billing cycle is based on the immediate deduction upon sign-up, covering the current month from the sign-up date until the day before the same date of the following month. Subsequent payments will be automatically deducted on the corresponding date of each month.

iv. Penalties for Late Payments or Non-Payment:

In the event that payment is not received within 7 days from the subsequent due date, it will be considered as Non-Payment and will result in termination. All items provided by Us will be retrieved from the Merchant’s premises. Additionally, we will check for damages/losses for our items. If there are damages/losses, we will invoice you separately, and you are required to pay all charges listed in the invoice (including any GST and other taxes payable in connection with the supply or under these Terms) without set-off by the due date specified in the invoice.

v. Non-Refundable Fees:

All subscription fees and charges are non-refundable, including any unused portions of the subscription period. The billing cycle is based on the initial subscription date, with the subscription period lasting for one month from the date of the initial subscription.

vi. Goods and Services Tax (GST):

Currently, all subscription fees and charges do not include any Goods and Services Tax (GST) or other applicable taxes. However, we reserve the right to implement GST or other taxes in the future, as required by the relevant tax authorities. In the event that GST or other taxes are added to the subscription fees, Merchant agrees to pay the applicable taxes in addition to the subscription fees as and when required by law.

6. Marketing Campaign and Experience Creation

i. Merchant’s Participation Commitment

By subscribing to our services, Merchant agrees to actively participate in the marketing campaigns designed by us, including providing necessary support, facilitating discussions, and offering marketing collateral such as logos and relevant copywriting materials for campaign integration.

ii. Customer Experience Enhancement

Our primary goal is to create an immersive and enjoyable experience for Merchant’s customers through various engaging campaigns hosted on our website. Merchants are expected to promote and encourage customer participation in the campaigns, ensuring active engagement and a positive brand experience.

iii. Flexibility in Campaign Structure

The specifics of the campaigns may subject to change or modification by Us. Merchants will be duly informed of any alterations or adjustments to the campaign structure in a timely manner.

iv. Collaborative Campaign Development

We welcomes inputs and collaborative efforts from merchants to enhance the overall campaign experience. Merchants are encouraged to provide feedback, suggestions, and insights that can contribute to the success and effectiveness of the marketing campaigns.

v. Brand Representation and Integration:

Merchants shall ensure the seamless integration of their brand identity, values, and promotional materials within the campaigns. We will work in collaboration with merchants to maintain brand consistency and a cohesive customer experience across all campaign touchpoints.

7. Use of Items:

i. Items supply

The following items will be provided to the Merchant upon signing up for our subscription plans:

i. 1 x Infusion Jar Rack

ii. 1 x 2600ml Infusion Jar

iii. 20 x Capsule Stands

iv. 80 x Capsule Bottles

These items provided to the Merchant are classified as a “loan” during the subscription period and are rent-free. These items must be returned to us in good condition upon any cancellations or terminations of the subscription, regardless of any circumstances.

i. Responsibilities for Maintenance and Return of Items

Merchant is responsible for maintaining the provided items in good condition during the subscription period. Any damages or losses incurred to the items will result in a penalty charge to Merchant.

ii. Protocol for Handling Damages or Losses:

In the event of damages to any of the provided items, the following penalty fees will apply:

i. Infusion Jar Rack: $120 each rack

ii. Infusion Jar: $80 each jar

iii. Capsule Stand (each): $10 per stand

iv. Capsule Bottle (each): $1 per bottle

Additionally, a collection transportation fee of $50 will be applied for the retrieval of the items from Merchant’s premises in the event of Cancellation or Termination.

8. Protection of Intellectual Property Rights

i. Ownership of Materials

All materials provided by Us, including marketing collateral, branding assets, and promotional content, remain the sole property of Us.

ii. Usage Restrictions:

Merchant is not permitted to reproduce, distribute, or modify any of the materials provided by Us without explicit written consent.

iii. Confidentiality Measures:

The Merchant must ensure the confidentiality and non-disclosure of any sensitive information shared by us, including marketing strategies, campaign insights, and business processes.

iv. Trademark and Copyright Protection:

We retain full rights to any trademarks, logos, or copyrighted materials associated with the services provided, and the Merchant must refrain from any unauthorised usage or replication.

v. Liability for Violations:

In the event of any violation of the intellectual property rights outlined in this agreement, the merchant may be subject to legal action and financial penalties.

9. Liability and Disclaimers

i. Limitation of Liability:

We shall not be held liable for any indirect, incidental, or consequential damages arising from the use of the subscription services or any related materials.

ii. Disclaimer of Warranties:

We make no warranties, express or implied, regarding the Merchant’s use of the subscription services and expressly disclaims any warranties of merchantability or fitness for a particular purpose.

iii. Assumption of Risks:

Merchant acknowledges and agrees that the use of the subscription services carries inherent risks, and We shall not be responsible for any damages or losses resulting from such risks.

iv. Indemnification:

Merchant agrees to indemnify and hold us harmless from any claims, damages, or liabilities arising from the Merchant’s use of the subscription services or any breach of the terms and conditions outlined in this agreement.

v. Liability Disclaimer:

We shall not be held responsible for any health issues, damages, or losses arising from the consumption of the infused drinks provided to customers. It is the sole responsibility of Merchant to ensure the safe and proper use of the ingredients and products. By engaging in our services, Merchant acknowledges and agrees to assume all liability associated with the use and consumption of the infused drinks.

vi. Force Majeure:

We shall not be liable for any failure or delay in the performance of its obligations under this agreement resulting from acts beyond its control, including but not limited to natural disasters, acts of government, or unforeseen circumstances.

10. Cancellation and Termination Policy

i. Cancellation

Merchant has the right to cancel their Monthly Subscription at any time by providing written notice to Us via email. However, the notice must be provided at least 7 days before the start of the next billing month. Upon receipt of the cancellation notice, the subscription plan for the following month will be automatically canceled.

ii. Post-Cancellation Measures

Any collaborative marketing materials or references related to the Merchant will be promptly removed from our online platforms, social media, marketing campaigns, or any other relevant channels. The Merchant retains the right to continue using the service until the end of the current month. After the subscription plan’s expiration, we reserve the right to proceed with the retrieval of our items from the Merchant’s premises in the following month. Merchant agrees to cooperate fully with the service provider to facilitate the smooth retrieval process.

iii. Termination:

Termination of the subscription may occur in the following instances:

1. • Non-compliance with the terms and conditions outlined in the agreement.
   • Persistent failure to fulfil payment obligations for the subscribed services.
   • Any action that may harm our reputation or integrity of our brand or services.

iv. Payment Decline Termination:

If an attached card associated with a plan is declined on the scheduled charge date, our payment gateway service provider will immediately send an email to you, requesting that you update your card details using the provided link. If Merchant fails to attach a valid card within 7 days from the failed charge date, the subscription plan will be automatically cancelled.

v. Post-Termination Measures:

Upon termination, any collaborative marketing materials or references related to Merchant will be removed from our online platforms, social media, marketing campaigns, or any other relevant channels. We reserve the right to proceed with the retrieval of our items from Merchant’s premises at our discretion and convenience. Merchant agrees to cooperate fully with the service provider to facilitate the smooth retrieval process.

vi. Returns and Refunds:

In the case of early cancellation, no refunds will be provided for any remaining subscription period. Merchant is responsible for settling any outstanding payments or charges before the cancellation process can be considered complete. Please refer to the terms in Protocol for Handling Damages or Losses.

11. Indemnification

i. Indemnification for Use of Services

Merchant agrees to indemnify and hold Us, our affiliates, and our respective directors, officers, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs arising out of or in connection with the Merchant’s use of the subscription services and associated materials.

ii. Indemnification for Breach of Agreement

Merchant agrees to indemnify and hold Us, our affiliates, and our respective directors, officers, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs arising from any breach of the terms and conditions outlined in this agreement.

iii. Indemnification for Violation of Laws

Merchant agrees to indemnify and hold Us, our affiliates, and our respective directors, officers, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs resulting from any violation of applicable laws, regulations, or industry standards by the Merchant.

iv. Indemnification for Third-Party Claims

Merchant agrees to indemnify and hold Us, our affiliates, and our respective directors, officers, employees, and agents harmless from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees and costs arising from any claims or disputes brought forth by third parties related to the Merchant’s actions or use of the subscription services.

We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by Merchant, in which case the Merchant agrees to cooperate fully with Us in asserting any available defences. 

12. Severability

i. Invalidation of a Provision:

If any provision of this agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the agreement shall continue to be valid and enforceable to the fullest extent permitted by law.

ii. Replacement Provision:

The parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent and purpose of the agreement to the greatest extent possible.

iii. Preservation of Other Provisions: 

The invalidation or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision, and the agreement shall be construed as if the invalid or unenforceable provision had never been included, to the extent necessary to make the agreement enforceable.

13. Confidentiality

i. Data and Information Confidentiality:

Data and Information Confidentiality: Both parties agree to maintain the confidentiality of all data, information, and materials shared between them during the course of the subscription period. This includes but is not limited to proprietary business information, customer data, and marketing strategies.

ii. Non-Disclosure Obligation:

Neither party shall disclose or provide access to any confidential information to any third party without the express written consent of the other party. This obligation extends beyond the termination or expiration of the subscription agreement.

iii. Data Protection Measures:

We will implement appropriate technical and organisational measures to safeguard the confidentiality, integrity, and availability of all data shared by the merchant. These measures will adhere to industry best practices and relevant data protection laws.

iv. Exclusions:

The confidentiality obligations outlined in this agreement shall not apply to information that is publicly available or becomes public knowledge without any breach of this agreement, or information that is independently developed by either party without reference to the other party’s confidential information.

v. Non-Disclosure of Campaign-Related Information:

Merchant acknowledges and agrees to undertake all reasonable measures to ensure the confidentiality of campaign-related information, including but not limited to promotional strategies, quiz answers, and campaign mechanics. Merchant is solely responsible for preventing any unauthorized disclosure of such information by their employees, contractors, or any other associated parties. Merchant shall be held liable for any breaches of confidentiality committed by their employees or associates, and Merchant shall indemnify and hold Us harmless from any damages or liabilities arising from such breaches. Merchant agrees to implement internal policies, including but not limited to non-disclosure agreements and employee training, to enforce strict confidentiality measures among their staff. Any failure on the part of Merchant to ensure the non-disclosure of campaign-related information may result in immediate termination of the subscription agreement and may be subject to legal action and financial penalties.

14. CHANGES TO TERMS OF SERVICE

You can review the most current version of the Terms of Service at any time on this page. We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website or via email. It is your responsibility to check our website or email periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

15. GOVERNING LAW

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Singapore. Any legal action, suit, or proceeding arising out of or relating to these Terms of Service shall be instituted in the courts of Singapore, and you agree to submit to the exclusive jurisdiction of such courts. You agree that the governing law selected in this clause is independent of any conflicts of law principles, and any disputes or claims not subject to arbitration shall be subject to the exclusive jurisdiction of the courts located in Singapore.