Terms and Conditions

Last Updated on 1 August 2024

Purpose of the Agreement

These Terms and Conditions ("Terms") govern your access to and use of LERNA’s websites, eCommerce platforms, marketplace platforms, software, apps, hosting, marketing, advertising, auto car washing, car vacuuming, car polishing, digital lockers, and vending machine services, as well as any third-party products and services sold directly by manufacturers, distributors, or sellers, or represented by LERNA (collectively referred to as "Services and Offerings").

These Terms outline the rights and responsibilities of both you (the "User" or "Client") and LERNA concerning the use of our Services and Offerings. They are designed to ensure that you fully understand the terms under which our Services and Offerings are provided. Our aim is to promote clarity, transparency, and fairness, creating a positive and equitable experience for all parties involved.

Acceptance of Terms

By accessing or using our Services and Offerings, you confirm that you have read, understood, and agreed to these Terms. If you do not agree with these Terms, please do not use our Services and Offerings. Your continued use of our Services and Offerings constitutes acceptance of any updates or modifications to these Terms.

Definitions

Key Terms and Definitions: To help you better understand these Terms and Conditions, we have provided the following definitions for key terms used throughout this agreement:

Company: LERNA means LERNA PVT LTD, along with its subsidiaries, affiliates, directors, officers, employees, and agents.
Services and Offerings: Refers to the collective range of products and services provided by LERNA, including but not limited to websites, eCommerce platforms, marketplace platforms, software, apps, hosting, marketing, advertising, auto car washing, car vacuuming, car polishing, digital lockers, and vending machine services, as well as any third-party products and services sold directly by manufacturers, distributors, or sellers, or represented by LERNA.
Content: Refers to any text, graphics, images, videos, audio, software, and other materials uploaded, posted, or otherwise transmitted through the Services and Offerings.
Confidential Information: Any non-public information disclosed by one party to the other in the course of using the Services and Offerings, including business strategies, client data, and proprietary technology.

Responsibilities of Users

When using LERNA’s Services and Offerings, you agree to the following responsibilities:

Adherence to Terms: You must comply with these Terms and Conditions, along with any additional guidelines or policies specific to the Services and Offerings you use.
Accuracy of Information: You are responsible for providing and maintaining accurate, current, and complete information during account registration and while using the Services and Offerings.
Proper Use: You must use the Services and Offerings responsibly and in accordance with their intended purpose. Ensure that your use does not adversely affect other users or disrupt the operation of the Services and Offerings.
Legal Compliance: You must comply with all applicable laws and regulations in your jurisdiction when using the Services and Offerings. This includes respecting intellectual property rights and data protection laws.

Prohibited Activities

To ensure the integrity and security of our Services and Offerings, the following activities are strictly prohibited:

Illegal Activities: Engaging in any illegal activity, including but not limited to fraud, unauthorized access, or the distribution of illegal content, is prohibited.
Harmful Content: Posting, transmitting, or storing content that is abusive, defamatory, obscene, harassing, or threatening is not allowed.
Security Breaches: Attempting to gain unauthorized access to any part of the Services and Offerings, other accounts, or any computer systems or networks connected to the Services and Offerings is strictly prohibited. This includes using the Services and Offerings to distribute malware, engage in harmful activities, or compromise the security and integrity of the Services and Offerings.
Disruption of Service: Interfering with or disrupting the Services and Offerings, or the servers used to provide them, including activities such as spamming or overloading, is prohibited.
Impersonation: Misrepresenting yourself as another individual or entity, or falsely claiming affiliation with any organization, is not allowed.

User Account Creation and Maintenance

When using LERNA’s Services and Offerings, you must create and manage your account according to the following:

Account Creation: You must register for an account to access certain Services and Offerings. During registration, you agree to provide accurate and complete information and to update this information as needed.
Account Security: You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You should immediately notify us of any unauthorized access or security breaches related to your account.
Account Maintenance: You must keep your account information up-to-date and ensure that all details, including billing information, are current. You are also responsible for managing and updating your account settings.
Suspension and Termination: We reserve the right to suspend or terminate your account if you violate these Terms or if we believe there has been any unauthorized use or abuse of your account.

Services and Offerings

LERNA offers a range of products and services, including, but not limited to:

Websites: Design, development, maintenance, and management of websites to ensure optimal performance and user experience.
eCommerce Platforms: Development, integration, and management of online store solutions, including payment gateway integration, inventory management, and user experience optimization.
Marketplace Platforms: Creation and support for platforms that facilitate transactions between multiple vendors and buyers, including features for product listings, user management, and transaction processing.
Software: Provision of customized software solutions, including applications and programs tailored to meet specific business requirements and enhance operational efficiency.
Apps: Development and maintenance of mobile and web applications for various platforms, focusing on functionality, performance, and user experience.
Hosting: Reliable hosting services for websites, applications, and other digital assets, encompassing server space, security, performance optimization, and technical support.
Marketing: Strategies and solutions for digital marketing, including search engine optimization (SEO), pay-per-click (PPC) advertising, content marketing, email marketing, and social media campaigns to drive engagement and growth.
Advertising: Design, execution, and management of advertising campaigns across various media channels and platforms, both online and offline, to promote products, services, and brands effectively.
Auto Car Washing: An automatic touchless car wash system operates using high-pressure water jets, shampoos, blowers and sensors, all controlled via a mobile app.
Car Vacuuming: A mobile app-controlled car vacuuming service uses a high-performance industrial vacuum machine designed to operate with minimal noise.
Car Polishing: Work with experienced service providers to receive professional car polishing that enhances your vehicle\\\'s shine and finish.
Digital Lockers: Advanced locker systems featuring remote access, mobile app integration, and real-time tracking, suitable for Personal Storage, Package Lockers, Smart Locker Systems, and Business Solutions.
Vending Machine: Advanced machines dispensing a variety of beverages, healthy snacks, food items, and non-food products.
Third-Party Products and Services: Refers to any products and services sold directly by manufacturers, distributors, or sellers, as well as those represented by LERNA.

For more detailed information about each Services and Offerings, including pricing and customization options, please refer to our descriptions available on our website or contact us through our contact form.

Intellectual Property

1. Ownership of Content and Intellectual Property Rights: All content, including but not limited to text, images, videos, designs, and software developed, as well as any related intellectual property rights concerning the Services and Offerings, created or provided by LERNA, remains the exclusive property of LERNA or its licensors. These rights include copyrights, trademarks, patents, and trade secrets.

2. Licensing: You are granted a non-exclusive, non-transferable license to use the content and intellectual property provided by LERNA solely for the purposes for which the Services and Offerings are intended. This license does not grant you any ownership rights to the intellectual property.

3. Restrictions: You agree not to:

Copy, modify, distribute, or create derivative works based on our intellectual property without explicit permission.
Use our intellectual property in any manner that infringes on our rights or the rights of others.
Remove or alter any proprietary notices or labels on our intellectual property.

4. Trademarks and Copyrights: Trademarks, logos, and brand names associated with LERNA, as well as any content created or provided under these Services and Offerings, are protected by copyright and trademark laws. You must obtain written permission from LERNA before using any trademarks or copyrighted materials in a manner that is not specified in the service agreement.

5. Third-Party Intellectual Property: The Services and Offerings may include content or technology owned by third parties. All rights to such third-party intellectual property are owned by their respective owners and are used with permission.

User Content

1. Ownership and Rights to User-Generated Content: Any content provided by you for integration into or use with the Services and Offerings provided remains your exclusive property. However, by doing so, you grant us a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and display such content for the purpose of providing and improving the Services and Offerings.

2. Responsibilities for User Content: You are solely responsible for ensuring that the content they provide for use in our Services and Offerings is accurate and not misleading. This responsibility includes ensuring that the content does not infringe on any intellectual property rights, violate any laws or regulations, or breach our terms of service.

Privacy and Data Protection

1. Privacy and Data Protection: LERNA is committed to protecting user privacy and data. We adhere to applicable data protection laws and regulations to safeguard personal and sensitive information collected through our Services and Offerings. You are encouraged to review our privacy policy to learn how we collect, use, and protect your data.

2. Collection, Use, and Sharing of Personal Data: LERNA collects, uses, and shares personal data in accordance with our privacy policy. Personal data may be used for account management, service delivery, and communication purposes.

3. Data Protection Practices: LERNA employs industry-standard security measures to protect personal data against unauthorized access and breaches.

4. User Rights Regarding Their Data: You have rights regarding your personal data, including access, correction, and deletion. You can exercise these rights by contacting LERNA as outlined in our privacy policy.

Third-Party Links and Services

1. Disclosures about Third-Party Links or Services: Our Services and Offerings may contain links to third-party websites or services. LERNA is not responsible for the content, privacy practices, or actions of these third parties. We encourage you to review the terms and privacy policies of any third-party sites or services you visit.

2. Disclaimer of Responsibility for Third-Party Content: LERNA does not endorse or assume responsibility for any third-party content, services, or products accessible through our Services and Offerings. Any interactions or transactions with third parties are conducted at your own risk.

Dispute Resolution

1. Mechanisms for Resolving Disputes: Any disputes arising from the use of our Services and Offerings will be resolved through the mechanisms outlined in our service agreements, which may include negotiation, arbitration, or mediation.

2. Governing Law and Jurisdiction: The terms of service for our Services and Offerings are governed by the laws of Singapore. Any legal actions or disputes will be subject to the exclusive jurisdiction of the courts in Singapore.

3. Arbitration or Mediation Processes: Disputes not resolved through informal negotiation may be submitted to arbitration or mediation in accordance with the procedures specified in our service agreements.

Orders and Price

1. Errors and Order Declines

Despite our best efforts to ensure the accuracy of product and service pricing, as well as other details, inadvertent errors may occur. These errors may include, but are not limited to, pricing inaccuracies, product description mistakes, or incorrect availability information.
LERNA reserves the right to correct any such errors and to cancel or decline orders resulting from them. If an error is discovered after an order has been placed, LERNA will notify you of the correction and provide options for proceeding, which may include re-confirming your order at the correct price or terms, or cancelling the order and issuing a refund if payment has been made.
In the event of such errors, LERNA will not be liable for any losses or damages that may arise as a result of these inaccuracies. All orders are subject to confirmation of the final price and availability.

2. Promotions and Stock Availability

All promotions offered by LERNA are available on a first-come, first-served basis and are subject to stock availability. While we make every effort to maintain accurate inventory levels, unforeseen circumstances may affect stock availability.
If the item you ordered is out of stock, you will be given the following options:
- Wait for Restock: You may choose to wait for the item to become available again. We will provide an estimated restock date if possible.
- Cancel the Order: You may choose to cancel the order. We will process the cancellation and refund any payments made for the unavailable item.

3. Shipping and Handling Charges: You are responsible for all shipping and handling charges associated with your order unless otherwise specified. Shipping and handling costs will be added to your order total at checkout, and any changes to these charges after your order is placed will be communicated to you accordingly.

4. Refunds and Cancellations: For all products and services purchased through LERNA, no cancellations are allowed once the purchase order is issued, or the quotation or invoice is accepted by you. It is important to review all order details thoroughly before finalizing your purchase. Once confirmed, changes or cancellations cannot be accommodated, and you will be responsible for any payments as outlined in the order.

Payments

1. Payment Terms (if applicable): Payment terms for our Services and Offerings are detailed in the service agreements or invoices provided to you. You agree to provide accurate billing information, adhere to the payment schedules, make timely payments, and follow the terms specified in these agreements. Failure to comply may result in the suspension or termination of Services and Offerings.

2. Subscription Plans and Pricing: We offer various subscription plans and pricing options for our Services and Offerings. Detailed information on subscription plans, including features and costs, is provided in our service agreements or on our website. Pricing is subject to change based on service requirements or plan modifications.

Delivery and Acceptance

1. Delivery by Installments: LERNA may, at its discretion, deliver products in installments. Each installment shall be considered a separate contract. No default or failure by LERNA in respect of any installment shall invalidate the contract for products already delivered or affect the delivery of remaining products.

2. Delivery Dates: Any delivery dates provided by LERNA are approximate and do not form part of the contract. LERNA shall not be liable for any delays in the delivery of products and/or services, regardless of the cause.

3. Place of Delivery: LERNA shall deliver the products to the location designated by you and agreed upon by LERNA ("Place of Delivery").

4. Acceptance and Notification: Upon delivery of the products, you must inform LERNA within seven (7) days of the delivery date if you have not received the product, if the product is incorrect, or if the package is damaged. If you do not notify us within this period, the products will be considered accepted by you as being in good condition and in accordance with the order.

Warranty

1. General Warranty Disclaimer

Our Services and Offerings are provided "as is" and "as available," without any warranties, either express or implied. We do not guarantee that our Services and Offerings will be error-free, uninterrupted, secure, or free from viruses or other harmful components. To the fullest extent permitted by law, we disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

2. Service Warranty

All Services and Offerings provided by LERNA are subject to the terms and conditions of the applicable service agreements and license agreements. You acknowledge that LERNA does not provide any warranties for the Services and Offerings beyond what is explicitly stated in the relevant agreements governing their use. It is your responsibility to review and adhere to the terms outlined in these agreements.
Any claims or issues related to the performance or functionality of the Services and Offerings should be addressed in accordance with the specific terms and procedures detailed in the applicable service or license agreement. LERNA will not be liable for any issues not covered under the terms of these agreements.

3. Product Warranty

For third-party products and services purchased through LERNA, any warranties are those provided by the manufacturer, distributor, or seller. LERNA does not offer additional warranties beyond those provided by the manufacturer, distributor, or seller.
You agree to use the manufacturer’s, distributor’s, or seller’s warranty for any support related to third-party products and services. While LERNA is not responsible for handling warranty claims or providing support related to these warranties, we will offer a support channel within our Services and Offerings to assist you in submitting warranty claims.
It remains your responsibility to understand and adhere to the warranty policies and procedures set forth by the manufacturer, distributor, or seller. The support channel we provide is intended to facilitate your process of claiming the warranty and does not imply any additional warranty or support beyond what is offered by the manufacturer, distributor, or seller.

Liability

1. Limitation of Liability: In no event shall LERNA, its affiliates, officers, directors, employees, or agents be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, arising from or related to your purchase, use, inability to use, or performance of our Services and Offerings or third-party products and services, whether based on warranty, contract, tort, or any other legal theory, even if we have been advised of the possibility of such damages.

2. Indemnification: You agree to indemnify, defend, and hold harmless LERNA and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys\' fees, arising out of or related to your use of our Services and Offerings, any violation of these terms, or any infringement of any intellectual property or other rights of any person or entity.

3. Limitation of Claims: Any claim arising out of or related to your use of our Services and Offerings must be filed within six (6) months from the date the cause of action arises, or such claim will be barred.

4. Total Liability: LERNA’s total liability for any single event or series of connected events shall not exceed the total amount paid for one month of Services and Offerings or the selling price of any third-party products and services under these Terms and Conditions.

5. Indemnification for Negligence or Misconduct: You shall indemnify LERNA and keep LERNA fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of you, your employees, agents, or subcontractors, or by any breach of your contractual obligations arising out of these Terms and Conditions.

6. Products Misuse: Under the terms and conditions of most manufacturer, distributor, or seller, warranties typically cover new products only. You shall indemnify LERNA and keep LERNA fully and effectively indemnified against any misuse of third-party products and services purchased through our Services and Offerings.

Termination

1. Conditions Under Which the Agreement Can Be Terminated: The agreement for our Services and Offerings may be terminated under conditions specified in the service agreements, such as non-compliance with terms, failure to make payments, or other breaches.

2. Consequences of Termination Upon termination of the agreement, access to the Services and Offerings may be suspended or terminated, and any outstanding obligations or liabilities must be settled as per the terms specified in the agreement.

Modifications to Terms

1. How Changes to the Terms Will Be Communicated Any changes to the terms of service for our Services and Offerings will be communicated to you through updates on our website, email notifications, or other appropriate means.

2. Procedures for Updating Terms The updated terms will be effective as of the date specified at the top of the document. You are encouraged to review the terms periodically to stay informed of any changes.

Contact Information

1. How Users Can Contact the Company for Support or Inquiries: You can contact LERNA for support or inquiries through the contact form provided on our website or the contact details in the service agreements.

3. Contact Details for Legal Notices: Legal notices should be directed to the designated contact address provided in our terms of service or service agreements.

Force Majeure

1. Force Majeure LERNA is not liable for any failure to perform its obligations under the terms of service due to events beyond its reasonable control, including but not limited to natural disasters, acts of war, or other unforeseen events.

Standard Terms and Conditions

Definitions

"LERNA" means LERNA Private Limited selling products to the CUSTOMER as identified in Lerna Private Limited's Quotation or Invoice.

"CUSTOMER" means the person or legal entity identified in LERNA's Quotation or Invoice.

"Contract" means a contract for sale by LERNA to the CUSTOMER of the products and/or services incorporating the Terms and Conditions.

Formation of Contract

No Contract shall come into existence until the CUSTOMER's order has been accepted by LERNA. The CUSTOMER warrants that it is buying for its own internal use only and not for re-sale purposes.

The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by CUSTOMER. The CUSTOMER acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.

Orders, Price and Payment

All promotion is valid on a first-come-first-served basis and while stocks last.
While all efforts are made to check to ensure stock availability, inadvertent situations do occur from time to time and LERNA reserves the right to, at its sole discretion, to change to another brand and model that meets THE CUSTOMER product specifications as per the quotation/tender.
Time for payment is of the essence. LERNA reserves the right to charge interest at the rate of 15% per annum on sums overdue.
Unless credit terms have been expressly agreed by LERNA, payment for the products or services shall be made in full before physical delivery of products or services.
The CUSTOMER agrees that, in relation to third-party products purchased through LERNA, no cancellation is allowed upon the CUSTOMER issuing its purchase order and/or accepting LERNA's quotation and/or invoice.
The CUSTOMER shall pay for all shipping and handling charges unless otherwise specifically stated. Standard minimum delivery charges of S$20 apply.

Delivery

LERNA may, at its discretion, deliver the products by installments in any sequence. Where the products are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by LERNA in respect of any one or more installments shall vitiate the Contract in respect of products previously delivered or undelivered products.

Any dates quoted by LERNA for the delivery of the products are approximate only and shall not form part of the Contract. LERNA shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

LERNA shall deliver the products to the place of delivery designated by CUSTOMER and agreed to by LERNA ("Place of Delivery").

Acceptance of Products

Unless the CUSTOMER notifies LERNA to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the CUSTOMER as being in good condition and in accordance with the Contract. The CUSTOMER shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by LERNA.

Warranty

All software provided is subject to the terms and conditions of the license agreement relating to that software. The CUSTOMER acknowledges its obligations to abide by such license agreements. CUSTOMER acknowledges that LERNA does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.

The CUSTOMER agrees that, in relation to third-party products purchased through LERNA, where such Products are covered by a relevant manufacturer's warranty, such manufacturer's warranty shall be the sole warranty in respect of such Products. The CUSTOMER shall utilize that warranty for the support of such Products and in any event not look to LERNA for such warranty support. The CUSTOMER acknowledges its obligations to abide by the manufacturer's policies.

Liability

LERNA\'s total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

The CUSTOMER shall indemnify LERNA and keep LERNA fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the CUSTOMER, its employees, agents or sub-contractors, or by any breach of its contractual obligations arising out of these Terms and Conditions.

Under the terms and conditions of most manufacturers, most OEM products are for new computers only. CUSTOMER shall indemnify LERNA and keep LERNA fully and effectively indemnified against any misuse of products.

LERNA and CUSTOMER agree that LERNA will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. LERNA shall not be liable to the CUSTOMER for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if LERNA has been advised of their possibility.

While all efforts are made to check pricing and other errors, inadvertent errors do occur from time to time and LERNA reserves the right to decline orders arising from such errors.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Singapore and shall be subject to the non-exclusive jurisdiction of the courts of Singapore.

General

LERNA reserves the right to amend the terms and conditions without prior notice. Other terms and conditions apply.