SnappyFly and SnappyFly.com (together “SnappyFly”) are trading names of Pruto LLP, a limited liability partnership registered in Singapore with registered address at 21 Bukit Batok Crescent, WCEGA Tower, #12-84, Singapore 658065.
References in these terms and conditions (the “Terms and Conditions”) to “we”, “our”, “us” or other similar expressions are to be understood as references to SnappyFly.
Your attention is drawn to SnappyFly’s limitation of liability under Clause 7.
1.1 These Terms and Conditions apply to your use of SnappyFly website and to any related services provided by us to you (“Services”).
1.2 SnappyFly reserves the right to amend, update or supplement these Terms and Conditions at anytime. You agree that the Services will be provided in accordance with these Terms and Conditions (as amended, updated or supplemented from time to time).
2. ORDER PROCESS
2.1 In order to use our Services, you must create an online account by registering on the SnappyFly website and providing any information that we request.
2.2 By placing an order on the SnappyFly website (“Order”), you are making an offer for SnappyFly to provide the Services to you in accordance with these Terms and Conditions. SnappyFly will contact you within two Business Days of the date of your Order to arrange a date and time to pick-up your Products from the address in Singapore specified by you in your Order, or such other address as agreed in advance with you, whereupon your order will be deemed accepted and confirmed by us (“Order Confirmation”).
2.3 After your Products have been picked-up, SnappyFly will photograph them and upload your Images to your online account. You will receive an email notification once the Images are ready for viewing.
2.4 You may choose to purchase any number of Images, provided at least one Image is purchased for each Product (“Purchase”). The fees payable for your Purchase are set out in Clause 3 below and are payable before you download the Images. If we agree to allow you to purchase Images on account and for the Fees to be paid in arrears on invoice, you agree to pay for your Purchase within  month of the date of download, failing which SnappyFly will be entitled to exercise its rights under Clauses 5.3 and 5.4.
2.5 The Images that form part of your Purchase will be available for you to download from your online account for a period of at least seven days from the date of Purchase.
2.6 SnappyFly will contact you within two Business Days of the date of your Purchase to arrange a date and time to deliver your Products to an address in Singapore specified by you in your Order, or such other address as agreed in advance with you. Unless otherwise agreed, the delivery date shall be no later that [five] Business Days after the date of your Purchase.
3. FEES AND PAYMENT
3.1 The minimum fee for your Order will be calculated based on the number of Products in your Order, and will be disclosed to you before you place your Order. Subject to Clause 3.2, you will not be required to make any payment in advance or on account when placing an Order.
3.2 You agree to pay SnappyFly the following fees (together, the “Fees”):
(a) for each Product, a minimum fee of S$15 for the first Image purchased by you, followed by a fee of S$5 for each subsequent Image of the same Product that you purchase;
(b) a fee of S$25 for the collection and delivery of the Products to an address in Singapore. This fee will be waived if your Order contains at least five Products with the condition that the average weight per Product is 1kg or under; and
(c) any other fees, charges, and expenses that may be agreed in advance between SnappyFly and you.
3.3 If you cancel your Order after the Order Confirmation is issued, but before your Products are collected, you agree to pay the Fee under Clause 3.2(b) (whether or not your Order contains at least five Products) unless you notify us of the cancellation [four] hours before the scheduled date and time of collection.
3.4 SnappyFly reserves the right to amend the Fees payable from time to time.
4. YOUR OBLIGATIONS
4.1 You agree and undertake to:
(a) ensure that the terms of the Order are complete and accurate;
(b) ensure that the Products are adequately and suitably wrapped or packaged for transportation by SnappyFly on the scheduled date for pick-up;
(c) co-operate with SnappyFly in all matters relating to the Services;
(d) provide SnappyFly, its employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as it may reasonably require in order to provide the Services; and
(e) provide SnappyFly with such information and materials as it may reasonably require in order to provide the Services, and ensure that such information is accurate in all material respects.
5. SNAPPYFLY’S RIGHTS AND OBLIGATIONS
5.1 SnappyFly will ensure that the Products are adequately and suitably wrapped or packaged for transportation on the scheduled date for delivery.
5.2 Although SnappyFly will use commercially reasonable endeavours to meet any dates and times communicated to you in connection with the provision of Services, you acknowledge and agree that such dates and times communicated are intended to be good faith estimates of the projected timeframe for the provision of the Services. For the avoidance of doubt, time shall not be of the essence for the provision of Services.
5.3 SnappyFly shall have, in addition to any other right and remedy available to it, a lien and power of sale over any of your Products in its possession to meet the Fees and all other fees, costs and expenses incurred by SnappyFly in connection with these Terms and Conditions. If any such sums remains unpaid (in full or in part) after it becomes due, SnappyFly shall be entitled to:
(a) retain the Products in its possession until full payment is made; and
(b) dispose of the Products in such manner and at such price as SnappyFly thinks fit in its absolute discretion on the expiry of  Business Day’s written notice to you, stating:
(i) the outstanding amount due and payable to SnappyFly; and
(ii) SnappyFly’s intention to dispose of the Products unless the outstanding amount due and payable is paid in full by the expiry of the notice period above.
5.4 SnappyFly will apply the disposal proceeds under Clause 5.3 in the following order:
(a) payment of any fees, costs and expenses incurred in connection with the disposal of the Products;
(b) payment of the Fees, and all other fees, costs and expenses incurred by SnappyFly in connection with these Terms and Conditions; and
(c) payment of any remainder of the disposal proceeds to you.
5.5 If SnappyFly’s performance of any of its obligations under these Terms and Conditions is prevented, restricted or delayed by any act or omission by you, or failure by you to perform any relevant obligation (“Customer Default”):
(a) SnappyFly shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations, to the extent the Customer Default prevents, restricts or delays SnappyFly’s performance of any of its obligations;
(b) SnappyFly shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from a Customer Default (including any failure by you to ensure that the Products are adequately and suitably wrapped or packaged for transportation by SnappyFly on the scheduled date for pick-up); and
(c) you shall indemnify SnappyFly for any costs or losses sustained or incurred by SnappyFly arising directly or indirectly from the Customer Default.
5.6 SnappyFly reserves the right to terminate the provision of, or to make any changes to, the Services to the extent necessary to comply with any applicable law or regulation.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 In consideration of your Purchase and subject to your payment of the Fees, SnappyFly hereby grants to you a non-exclusive, irrevocable, royalty-free licence to use the Images that form part of your Purchase for any purpose permitted under applicable laws and regulations. You undertake not to grant any sub-licences to any other person without the prior consent of SnappyFly.
6.2 Notwithstanding anything to the contrary herein, all Intellectual Property Rights in or arising out of or in connection with the Services, including the Images (whether or not they form part of your Purchase) shall remain the exclusive property of SnappyFly. For the avoidance of doubt, SnappyFly shall have the right to dispose of, or otherwise deal with such Intellectual Property Rights in its absolute discretion without your consent.
7. LIMITATION OF LIABILITY
7.1 Notwithstanding anything to the contrary herein, SnappyFly’s total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Services, shall be limited to S$100 for each Product, and an aggregate of S$500 for each Order Confirmation.
7.2 SnappyFly shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
7.3 Nothing in these Terms and Conditions shall limit or exclude SnappyFly’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by applicable law.
7.4 This Clause 7 shall survive termination of these Terms and Conditions.
8.1 SnappyFly reserves the right to terminate this contract for the provision of Services at any time and for any reason, by providing immediate notice to you and refunding any Fees that you may have paid.
9.1 Any notice or other communication given or made under these Terms and Conditions shall, except where expressly stated otherwise, be in writing and sent to (a) SnappyFly at firstname.lastname@example.org; and (b) you at your email address or postal address specified in your Order.
9.2 SnappyFly shall not be in breach of these Terms and Conditions nor be liable for delay in performing, or failure to perform, any of its obligations hereunder if such delay or failure result from events of force majeure, or other circumstances or causes beyond its reasonable control.
9.3 SnappyFly may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under these Terms and Conditions and may subcontract or delegate in any manner any or all of its obligations under these Terms and Conditions to any third party or agent.
9.4 For the purposes of the Personal Data Protection Act 2012, you hereby consent to the collection, use and disclosure of any personal data by SnappyFly for the purposes of providing the Services.
9.5 This agreement constitutes the entire agreement between SnappyFly and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings, whether written or oral, relating to its subject matter. Unless otherwise agreed, no variation of these Terms and Conditions shall be effective unless it is in writing and signed by SnappyFly and you.
9.6 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, or prevent or restrict the further exercise of that or any other right or remedy.
9.7 If any provision or part of these Terms and Conditions are or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Terms and Conditions.
9.8 No person other than SnappyFly and you shall have any right to enforce any of the terms in these Terms and Conditions.
10. GOVERNING LAW AND JURISDICTION
10.1 These Terms and Conditions, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of Singapore.
10.2 SnappyFly and you irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
Business Day: a day other than a Saturday, Sunday or public holiday in Singapore;
Customer Default : has the meaning set out in clause 5.5;
Fees: has the meaning set out in Clause 3.2;
Image: means any photograph of the Products taken by SnappyFly;
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Order Confirmation: has the meaning set out in Clause 2.2;
Order: has the meaning set out in Clause 2.2;
Product: means any discrete item, thing or chattel provided by you to be photographed by SnappyFly;
Purchase: has the meaning set out in Clause 2.4;
Services: has the meaning set out in Clause 1.1; and
Terms and Conditions: means these terms and conditions.
(a) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(b) a reference to “include” and “including” shall be deemed (respectively) to be a reference to “include without limitation” and “including without limitation”;
(c) a reference to writing or written includes email; and
(d) words denoting the singular shall include the plural and vice versa and words denoting a gender shall include all genders.