Please read these Terms of Service carefully as they contain important information about your legal rights, remedies and obligations. By accessing or using the DayAway Platform, you agree to comply with and be bound by these Terms of Service.
Welcome to DayAway (a.k.a. "we" or "us" or the "Company"). We are excited to have you as an Partner serving our member community. The following terms and conditions (collectively, these "Terms of Service") apply to your use of www.mydayaway.com, including any content, functionality and services offered on or via www.mydayaway.com. The Terms of Service also include our Privacy Policy, that you can review here: www.mydayaway.com/privacy-policy .
By using the Website or mobile applications you accept and agree to be bound and abide by these Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website, mobile applications or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. If any of the provisions in these Terms of Service are adjudged to be illegal or unenforceable, the remaining part of this Agreement shall continue in full force and effect.
01Parties' Responsibilities
DayAway's responsibility
DayAway shall be responsible for the development, maintenance and engagement of DayAway's Distribution Channels to allow end customers (“End Customers”) to book Products in respect of participating properties (the “Participating Properties”) from Partner.
DayAway has the sole discretion to decide (i) whether to list any Product of Partner on DayAway's Distribution Channels and (ii) the Product placements within and the utilisation thereof on the DayAway's Distribution Channels.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
Partner's responsibility
Partner shall be solely responsible for providing the Products and the description of the Products including but not limited to any photos, videos, text and materials (“Product Content”) to DayAway in accordance with DayAway's requirements for uploading the Products onto DayAway's Distribution Channels.
The Partner agrees to carry out the services and benefits as they are advertised on the DayAway platform. In the event that a service or benefit becomes unavailable, the Partner must replace it with something of equal or greater value.
DayAway may also utilise any content that is publicly available on Partner's official website including, but not limited to Partner's trademarks and logos, pictures and other product-related information (“Partner's Online Content”), subject to approval from Partner. Partner grants DayAway a non-exclusive, non-transferable, sub-licensable, royalty-free, worldwide license to use the Product Content and Partner's Online Content during the term of this Agreement; however, nothing in this Agreement shall be construed as a transfer of title of any Party's intellectual property.
In the event that the Partner intends to exit the DayAway platform and cease its member offerings, it must provide a 90-Day notice to DayAway for proper off-boarding and removal of the Partner’s offerings
02Customer Service
Partner agrees and acknowledges that DayAway will provide Partner's contact details to the End Customer if necessary for the provision of the Products if applicable, and Partner will cooperate and provide all necessary assistance to DayAway to resolve the End Customer's complaint and/or police or other regulatory investigations, if applicable.
DayAway reserves the right to respond to the End Customers' complaint at any time and will endeavour to achieve a mutually agreeable outcome.
03Billing And Payments
Unless otherwise agreed upon, Partner is responsible for collecting all relevant payments from End Customers on property for the sale of Products or Services booked through the DayAway Platform.
04Term, Termination And Suspension
This Agreement shall become effective upon signing and shall continue in force, subject to early termination upon occurrence of any of the following events:
by either Party with thirty (90) days' advance notice in writing;
a Party gives written notice to the other Party of a material breach of this Agreement which breach is incapable of being cured or, if capable of being cured, the other Party fails to cure that breach within fifteen (15) days after receipt of such written notice; or
the dissolution, winding up or liquidation of either Party.
Without prejudice to Clause 5 below, DayAway may suspend Partner's DayAway account and/or remove Partner and/or its Products from DayAway's Distribution Channels, in lieu of or before its termination of this Agreement at its sole discretion (collectively referred as “Suspension”).
Partner shall fulfill all Products purchased by End Customers prior to Suspension, termination or expiration of this Agreement unless DayAway requests otherwise. DayAway reserves the right to cancel any or all pending bookings of the Products where DayAway believes it is in the best interest of End Customers at DayAway's sole discretion.
Upon any termination or expiration of this Agreement, Partner shall immediately cease all access to its account on the DayAway Platform, and cease having any requirement to make the Products available via DayAway's Distribution Channels. Any Listing Fees or other fees paid to DayAway shall not be refundable.
05Representations, Warranties And Undertakings
It is the intent of the Parties that no payments or transfers of anything of value shall be made which have the purposes or effect of public or commercial bribery or any unlawful or improper means of obtaining business or improper advantage. Each Party represents, warrants and undertakes to the other Party that as at the date of this Agreement, and for all times during the term of the Agreement, neither it nor any of its directors, officers, agents, employees or affiliates shall take any action that would result in violation of (i) any applicable anti-money laundering or sanctions laws and regulations, or (ii) any applicable anti-bribery laws or regulations (including but not limited to the Prevention of Corruption Act of Singapore, Anti-Bribery Act of the United Kingdom, Foreign Corrupt Practices Act of 1977 of the United States).
Partner hereby represents, warrants and undertakes to DayAway that each of the representations, warranties and undertakings as set out below is on the date of this Agreement, and will be for all times during the term of the Agreement, true and correct:
Partner has complied with all laws and regulations for the time being in force in any jurisdiction which affect Partner's business or has binding effect on Partner. Partner has or shall procure all necessary licenses, authorisations, consents, approvals and permits required by applicable laws and regulations in order to perform its obligations hereunder.
Partner is duly incorporated and validly exists under the laws of its jurisdiction of incorporation. It has the power and authority to enter into this Agreement and allow the Products to be listed on DayAway Distribution Channels. It is solvent and has the ability to repay all of its debts as and when they fall due.
The entry of Partner into and performance by it of, and the transactions contemplated by, this Agreement do not and will not conflict with any laws, order, agreement or any judgment, injunction, order, decision and ruling of any courts, arbitral tribunals, administrative and government departments.
All of Partner's employees, contractors or agents deployed or otherwise engaged in connection with the provision of the Products possess all necessary qualifications and statutory requirements imposed by their respective local government bodies.
Partner will comply with DayAway's Terms and Conditions set forth in this Agreement and on the DayAway website, which may be issued and amended by DayAway from time to time. Partner agrees that failure to comply with such Terms and Conditions may result in Suspension or termination of this Agreement.
Partner shall procure and maintain in effect adequate and sufficient insurance for third party liability to provide for the payment of claims resulting from property loss or damage or bodily injury, including death, sustained by the End Customer and/or any third parties arising from or in connection with the Products. Where the Partner is an aggregator of services rather than the service provider, the Partner shall procure such service provider(s) to maintain the same adequate and sufficient insurance for third party liability.
All information contained in the Product Content, Partner's Online Content is true, correct and not misleading and Partner is the proprietary owner or authorised licensee of all intellectual property rights subsisting in the Products, Product Content and Partner's Online Content. Partner warrants that the use of the Product Content and Partner's Online Content by DayAway will not result in Partner and/or DayAway violating any applicable laws and regulations or infringe rights of any third party (including, but not limited to intellectual property rights).
In the event Partner subcontracts all or any part of the Products to any third parties, Partner will be responsible for all liabilities, damages, acts or omissions of such third-parties.
Each party shall comply with all applicable data protection laws and regulations and DayAway's Privacy Policy (available at https://dayaway.sg/privacy) in relation to the personal data of the End Customers collected through DayAway's Distribution Channels or otherwise obtained, collected or received by Partner in fulfilling its obligations under this Agreement. Partner shall keep all End Customers' personal data in strictest confidence and shall not use any data for any purposes other than for the provision of the Products and shall not transfer or disclose such personal data to any third party without the End Customers' prior consent.
Partner undertakes to DayAway that neither Partner nor its associates shall directly or indirectly solicit or dissuade any End Customers from using the DayAway Platform, who are made aware of the Products or Participating Properties from DayAway's Distribution Channels.
Partner undertakes to notify DayAway in advance of anything which may affect the guest experience at the Participating Properties, including but not limited to renovation, construction, maintenance, closure of facilities.
06Confidentiality
Each Party to this Agreement shall keep strictly confidential the information in respect of internal operations, confidential information or trade secrets of the other Party.
The obligations of confidentiality under this clause shall not apply to the following situations:
A disclosure made in accordance with the relevant laws or regulations or required by any relevant regulatory body or government department;
Such information has entered the public domain through no default of either Party; and
A disclosure made to its professional advisers or financing parties.
Partner's obligations under this clause shall survive termination of this Agreement for two (2) years.
07Limitation Of Liability
Except for (i) either Party's indemnification obligations under this Agreement, (ii) damages arising out of either Party's gross negligence and/or willful misconduct, or (iii) damages arising from any unauthorised access or improper disclosure of customer data, in no event shall either Party be liable to the other Party for any loss of production, loss of profit, loss of revenue, loss of contract, loss of or damage to goodwill or reputation, loss of claim or any indirect, special, punitive, incidental or consequential damages or losses whether such damages are alleged as a result of a breach of contract, tort or otherwise.
08Indemnification
Partner shall indemnify, defend and hold harmless DayAway, DayAway's affiliates and any channel partners and their respective shareholders, directors, employees, officers, agents and service providers (“DayAway Indemnified Parties”) from and against any and all claims, losses, liabilities damages, fines, penalties, settlement expenses and costs (including legal fees and costs) incurred or suffered by DayAway Indemnified Parties in connection with any third party claims or investigation brought against DayAway Indemnified Parties directly or indirectly arising out of or relating to:
activities, operations, products or services provided by Partner including, but not limited to, the Products provided by Partner to the End Customers;
the use of the Product Content, Partner Online Content or the logo, service marks, trademark of Partner on DayAway's Distribution Channels;
Partner's actual or alleged breach of this Agreement including, but not limited to Partner's representations and warranties in this Agreement; or
taxes arising out of the sale of the Products through DayAway's Distribution Channels.
In the case for the DayAway Indemnified Parties and the Partner Indemnified Parties, the maximum liability arising from this section for both parties is USD 10,000.00 individually or in aggregate.
09Force Majeure Events
Neither Party will be liable to the other Party for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control, including but not limited to any act of God, of government or regulatory authority, war, epidemic, civil commotion, or failure of the Internet (“Force Majeure Events”). If such non-performance arising from such cause persists for more than ninety (90) days, either Party may terminate this Agreement on written notice to the other without incurring any further liability under its terms. For the avoidance of doubt, the failure by Partner to obtain the approval or license(s) necessary to its operations from the relevant government authorities shall not be a Force Majeure Event.
10Governing Law And Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English. The number of arbitrators shall be one, to be appointed by the President of the SIAC.
11Changes to the Terms of Service, the Website, or mobile applications
DayAway is a work in progress, meaning that a lot will change in near future. We reserve the right to update the Website, mobile applications and these Terms of Service from time to time, at our discretion. We will make sure to announce any major change in a prominent way, but since "major" is a very subjective concept, you can always monitor our changes. Of course, this document is public on DayAway, and you will be able to see the changes for any new version. Your continued use of the Website or mobile applications following the publishing of updated Terms of Service means that you accept and agree to the changes.
12Feedback
We welcome any comment, question and communication at info@mydayaway.com .