1.  

1: Definitions

1.1  In these e-Learning Conditions, the following terms shall have the respective meanings specified below unless the context otherwise requires:

“Allspice Portal” means the Allspice electronic learning portal accessible here. 

“Authorised User” means, where the Customer is a body corporate, an employee of the Customer who is: 

(i) Accessing a Free Course; or

(ii) Named and authorised by the Customer in the Order and to whom a Key is issued by Allspice, to access a Priced Course or the Allspice Portal.

“Allspice” means Allspice Institute Pte. Ltd.

“Customer” means the person or legal entity accessing the Allspice Portal, a Free Course, and/or making an Order.

“Contract” means a contract for either: 

(i) The sale and purchase of the right to access one or more Priced Courses between Allspice and the Customer; or

(ii) The right to access Free Courses,  such contract being formed in accordance with Clause 4.7.

“Course” means a Priced Course and/or a Free Course, as applicable.

“e-Learning Conditions” means these Terms and Conditions.

“Force Majeure Event” means any event or circumstance the occurrence and the effect of which Allspice could not reasonably prevent or avoid including:

(i)  Explosion, fire, flood, war, earthquake, storm or other natural disasters;

(ii)  War, declared or undeclared, sabotage, insurrection, terrorist or criminal acts whether online or offline, riot or civil disturbance;

         (iii) Import or export regulations or embargo or requisition restrictions regulations bye-laws prohibition or any acts or measures or any                   intervention of any governmental or regulatory authority;

         (iv)  Epidemic, quarantine restrictions, outbreak of disease or any travel restrictions or bans (including bans on non-essential travel) issued by the World Health Organisation or any governmental authority;

         (v)  Strike, lock-out, work stoppage or other industrial action or trade dispute (whether involving employees of Allspice or any other person); 

         (vi)  Telecommunication, network or Internet disruptions or interruptions; and

        (vii)  Any default act or omission on the part of Allspice’s suppliers, couriers, delivery companies, sub-contractors, Payment Processing Company or Service Providers.

“Free Course” means a free online e-learning course listed at the Allspice Portal. 

“Key” means any digital key, logon identifier, password, personal identification number (PIN), and/or other authentication, encryption, security and access code and/or procedure designated by Allspice to access any online content or Course and/or to access secure areas of the Allspice Portal.

“Offline Payment” means payment by bank transfer and/or such other offline payment modes as may be designated by Allspice from time to time.

“Online Payment” means payment by any one or more of the following payment modes as may be designated by Allspice from time to time: credit card, charge card, and/or other online payment modes.

“Order” means an online order placed via the Allspice Portal by a Customer with Allspice for one or more Priced Courses in accordance with these e-Learning Conditions. 

“Parties” means Allspice and the Customer and “Party” means any one of them.

“Payment Processing Company” means the applicable payment or card processing entity, or the applicable paying bank or receiving bank, in respect of any Order.

“Priced Course” means a priced course or priced set of learning courses listed at the Allspice Portal for which Allspice invites Orders in accordance with these e-Learning Conditions, which may include online e-learning and webinar courses and/or instructor-led training requiring physical attendance. 

“Reference Currency” means the currency at which the price of a Priced Course is fixed, being Singapore Dollars or such other currency as may be stipulated in the Allspice Portal. 

“Relevant Data” is defined in Clause 6.1.

“Service Providers” means Allspice’s service providers, trainers and independent contractors providing training, content, curricula, technology systems, technology services, and other products and services relevant to the Allspice Portal and Courses, including technology infrastructure systems and services, learning management systems and services, customer relationship management systems and services, data centre services, hosting services, shopping cart systems and services, payment gateway and payment processing systems and services, testing and validation services, and independent parties validating or certifying the Courses.

“User Content” means all materials, information, news, data, input, text, audio, video, pictures, graphics, blogs, messages, links, comments, suggestions, ideas and other content on the Allspice Portal which is created, transmitted, posted or uploaded by a user of the Allspice Portal.

1.2 In these e-Learning Conditions, unless the context does not permit:

1.2.1  A reference to a “person” shall mean a natural person.

1.2.2 A reference to an “entity” includes a reference to a person, a sole-proprietor, a partnership, an unincorporated association and a company.

1.2.3 A reference to a “Clause” is to a clause of these e-Learning Conditions.

1.2.4 The words “include” and “including” shall not be construed as having any limiting effect.

1.2.5 The headings in this Agreement do not have any legal effect nor shall they affect the construction of this Agreement in any way.

2: Application and effect

2.1 These e-Learning Conditions shall govern: 

2.1.1 The provision of the Free Courses, and the sale and provision of the Priced Courses, listed at the Allspice Portal by Allspice to the Customer; and 

2.1.2 the terms of access and use of the Allspice Portal, Priced Courses and Free Courses by the Customer.

2.2 By registering with the Allspice Portal, ordering or attending the Courses, and/or accessing or providing any content in the Allspice Portal, the Customer agrees to be bound by and accepts these e-Learning Conditions.

3: Conditions of Access of the Allspice Portal & Courses

3.1 A Course on the Allspice Portal may comprise: 

3.1.1 a Priced Course to be purchased via an Order; or 

3.1.2 a Free Course. 

3.2 Upon Allspice’s receipt of payment for a Priced Course and acceptance of the Customer’s Order in accordance with Clause 4.7, or where Allspice makes a Free Course available to Customer for its access, the Customer will be granted a non-exclusive, non-transferable, personal and limited right to access the Priced Course or Free Course (as applicable) subject to the terms set out in these e-Learning Conditions, including Clause 10, and the Contract.  Where the Customer is a body corporate, such right of access of the Priced Course shall be limited to the Authorised User(s) specifically named in the Order, and to no other employees or third parties.

3.3 Allspice has compiled the detailed information provided in each Course and the Allspice Portal from internal and external sources based on Allspice’s knowledge and belief, using reasonable diligence. While Allspice endeavours to expand and update this range of information on an ongoing basis, no representation is made or warranty given, either expressly or impliedly, of the completeness or correctness of the information on any Course or the Allspice Portal.

3.4 By accessing the Allspice Portal and/or purchasing or attending any Course, the Customer acknowledges and agrees that the information and instruction provided on this Allspice Portal and/or in any Course:

3.4.1 are purely for the purpose of upgrading the skills of persons involved in the relevant professional industries or informing them of the recommended best practices for pest management;  

3.4.2 are not intended to provide exhaustive or comprehensive information or training on professional skills;

3.4.3 does not exempt the Customer from conducting his/her own checks and forming his/her own independent judgments on such information and instruction prior to access or reliance, and to supplement such information and instruction with professional training and instruction;

3.4.4 although accurate on the day of publication, may no longer be up to date at the time of purchase or access. The Customer agrees to contact Allspice directly if the Customer requires any training, or further information or instructions concerning any Course.

3.5 Where any certificate is offered by Allspice for completion of any Course:

3.5.1 such certification only signifies the successful completion of the Course, and is not an official, industry-recognised, or professional certification; and

3.5.2 where the Customer is a body corporate, the certificate will be issued to the Authorised User as the authorised representative of the Customer, and not to the Authorised User in his/her personal capacity.  Such a certificate will cease to be valid if the Authorised User leaves the Customer’s employment.

3.6 The Customer agrees to access the Allspice Portal, attend Courses and all their contents at his/her own risk.  Neither Allspice nor any third parties involved in the writing, production, conduct, processing, hosting or transmission of the Allspice Portal or any Course shall be liable for any loss, damage, expense or injury resulting from: 

3.6.1 access or use of the Allspice Portal or attendance at any Course, or any problems with or issues arising from such access or use; or 

3.6.2 the Customer’s reliance on any information or instruction given on the Allspice Portal or any Course.

3.7  The Customer warrants and agrees that: 

3.7.1  it is ordering and/or attending Courses for his/her own personal use only and not for re-sale or distribution;

3.7.2 the Customer will not: 

(I)  disclose or distribute or permit the disclosure or distribution of any Course material to any person or entity;

(ii) use or permit the use of any Course material for the training or instruction of any person or entity other than the Customer; and/or

(iii)  reproduce, print, rent or resell in whole or in part, any Course or any of its material or contents.  

The Customer shall indemnify Allspice and hold Allspice harmless against all losses, damages, liabilities, expenses and costs arising from any breach of this Clause 3.7.

4: Orders, price, payment & acceptance of Priced Courses

4.1 Customer shall indicate the Priced Course it wishes to order and the quantity required, at the price specified by Allspice at the Allspice Portal, by placing an Order on the designated online form at the Allspice Portal and providing to Allspice all necessary information as may be required by Allspice at the Allspice Portal.  

4.2 Where the Customer is a body corporate, it shall provide the names and particulars of each Authorised User of each Priced Course at the Allspice Portal prior to the first use or access of such Priced Course by such Authorised User.  All use and access of a Priced Course shall be personal to the applicable Authorised User and shall not be transferable to another Authorised User or another person or entity.

4.3 All prices of Priced Courses shall be listed in the Reference Currency in the Allspice Portal, and may be converted by Allspice to the applicable local currency at the point of checkout.  By placing an Order for one or more Priced Courses, the Customer accepts the exchange rate used by Allspice for such Order.

4.4 All Orders made by the Customer for one or more Priced Courses accompanied by tender of full payment shall be deemed to be an offer made by the Customer to purchase such Priced Courses upon the terms of these e-Learning Conditions and for the selected Priced Courses and quantities set out in the Order.  All Orders shall be subject to acceptance of the Order by Allspice.  

4.5 All Online Payments are subject to processing and approval by Allspice and the Payment Processing Companies.  Allspice shall not be liable in any way for any unsuccessful or erroneous processing of any Online Payment for any reason.  All bank charges of the relevant paying bank shall be borne by the Customer.  All bank charges of Allspice’s designated receiving bank shall be borne by the Customer, unless otherwise specified by Allspice.

4.6 Where available, all Offline Payments are subject to processing by the relevant paying bank and Allspice’s designated receiving bank. Allspice shall not be liable in any way for any unsuccessful or erroneous processing of any Offline Payment for any reason.  All bank charges of the relevant paying bank shall be borne by the Customer.  All bank charges of Allspice’s designated receiving bank shall be borne by the Customer, unless otherwise specified by Allspice.

4.7 A Contract may be formed in one of the following ways:

4.7.1 Allspice may permit the Customer access to one or more Free Courses subject to these e-Learning Conditions and such additional terms and conditions as Allspice may impose as a condition of such access.  By accessing the Free Course(s), the Customer shall be deemed to have accepted the terms set out in these e-Learning Conditions and the above-mentioned additional terms and conditions.

4.7.2 Allspice may accept an Order for one or more Priced Courses by accepting full payment for such Order and granting to the Customer or (where applicable) the Authorised User, access to the Priced Courses ordered.  Upon such acceptance, a binding Contract shall be formed upon the terms set out in these e-Learning Conditions, the terms of the accepted Order (excluding any terms which are not accepted by Allspice), and such other terms and conditions as Allspice may impose as a condition of its acceptance.  

For the avoidance of doubt, no Contract shall come into existence unless and until the Order has been accepted by Allspice in the manner set out in this Clause 4.7.  Processing or acceptance of payment for an Order shall not in itself constitute acceptance of the Order by Allspice, provided that where an Order is rejected by Allspice, any payment made for such Order shall be reversed or refunded by Allspice or a Allspice Portal credit shall be given to the Customer.

4.8 Allspice shall be entitled to decline to accept or reject the Customer’s Order or deny the Customer access to any Free Course, in whole or in part without assigning any reason.

4.9 Allspice shall not be liable for any errors in the pricing or description of Priced Courses ordered by the Customer, or description of Free Courses, that may appear at the Allspice Portal.  The price to be paid by the Customer for all Priced Courses shall be Allspice’s current selling price on the date of receipt by Allspice of the Order, which may or may not be correctly reflected at the Allspice Portal.

4.10 The Customer shall bear all applicable duties, tariffs and taxes (including Goods and Services Tax and other value added tax) at the prevailing rates.   Customer shall not be entitled to reject any Priced Course, withdraw any Order, or claim any refund on the grounds that it does not agree with any such duties, tariffs and taxes.

4.11 Without limitation to any other remedies, if a Payment Processing Company rejects or reverses payment (including any Offline Payment or Online Payment) for an Order, Allspice may in its discretion: 

4.11.1 reject such Order, or suspend or cancel such Order; or

4.11.2 deny or discontinue the Customer’s access to the Priced Courses ordered; 

4.11.3 claim against the Customer for the full price of the Order as a debt.

4.12 Allspice shall be entitled to set-off and deduct from any refund due to the Customer all sums owed by the Customer to Allspice under any and all Contracts and other agreements.

5: Withdrawal and cancellation

5.1 Allspice reserves the right from time to time, without liability or prior notice, to withdraw or cease to make available any or all Courses from the Allspice Portal, or to: 

5.1.1 change its price or contents of any Course; or

5.1.2 deliver a Course which is similar to the Course ordered or displayed with minor differences.

5.2 An Order made with Online Payment may not be cancelled by the Customer.  An Order made with Offline Payment (if available) may be cancelled by the Customer prior to payment for the Order by Customer, provided always that:

5.2.1 the Customer must contact Allspice to request Allspice for cancellation immediately;

5.2.2 Allspice will endeavour to accommodate the Customer’s request, if the Order has not been processed; and

5.2.3 the Customer shall pay any cancellation fees which may be imposed by Allspice

5.3 If an Order has already been processed, no cancellation or refund will be permitted.

6: Data Protection & Privacy

6.1 The Customer agrees to submit to Allspice, the Payment Processing Companies and Service Providers such payment or card information and other personal information and data as may be reasonably requested (collectively “Relevant Data”) to register the Customer and (where applicable) its Authorised User(s) at the Allspice Portal, process the Order and payment for the Order, issue Keys, authenticate identity, provide the Course(s), and provide other related services to the Customer (collectively “Allspice Services”).  All information and data submitted shall be subject to Allspice’s Privacy Policy .

6.2 Where the Customer: 

6.2.1 is a person, he/she hereby consents;

6.2.2 is a body corporate, hereby warrants that it has obtained all its Authorised Users’ consents, 

to the collection, processing, use and retention of the Relevant Data by Allspice, its Payment Processing Company and Service Providers for the purpose of providing the Allspice Services to the Customer, and for any other purpose agreed by the Customer in the Contract.

6.3 Allspice shall require its Payment Processing Company and Service Providers to keep all Relevant Data confidential and not use the same for any purpose other than to carry out its services, provided Customer agrees that Allspice shall not be liable for any loss, damage, or liability in the event of any unauthorised disclosure or use of such information by any Payment Processing Company or Service Provider.

7: Security & Keys

7.1 Customer shall comply with the security, authentication and authorisation procedures prescribed by Allspice for access to the Allspice Portal and/or Course(s), and the use of the Keys

7.2 Customer undertakes to ensure (and to take all necessary precautions to ensure) that:

7.2.1 all Keys are kept completely confidential and secure; and

7.2.2 there is no unauthorised use or abuse of the Keys.

7.3 Customer agrees that Allspice shall be entitled to deactivate or revoke the use of any one or more Keys at any time, without assigning any reason and without prior notice to Customer.

7.4 Customer undertakes to notify and/or contact Allspice immediately (“Security Notification”) if Customer has reason to believe, suspect that or has knowledge that:

7.4.1 the security of any Key may have been compromised, or has become known or been revealed to any other person;

7.4.2 there has been unauthorised use of the Key; and/o

7.4.3 such Key is lost, damaged, defective or stolen,(“Compromised Key”). Customer shall immediately cease to use or process such Compromised Key until further notice from Allspice

7.5 Customer acknowledges and confirms that it shall be bound by all communications and transactions made which are referable to the Customer’s or (where applicable) the Authorised User’s Key unless Allspice has received a Security Notification from Customer and has effected cancellation of the Compromised Key.

7.6 Customer acknowledges that Allspice shall be entitled to change the type or version of any Key to be used in connection with any or all of the Services at any time, as it, in its sole discretion, deems fit.

7.7 Where the Customer is a body corporate, it shall without prejudice to its obligations under Clauses 7.1 to 7.6:

7.7.1 comply with Allspice’s instructions and procedures regarding the enrolment of Authorised Users, issuance of Keys to Authorised Users, and the suspension and revocation of Keys; 

7.7.2 account for all Keys issued to the Customer, and ensure that only Authorised Users are given access to Keys; and

7.7.3 ensure that all Keys are recovered from any Authorised User(s) who ceases to be employed by the Customer.

8: Intellectual Property

8.1 The copyright, patents, trade marks, design rights and all intellectual property rights in the Allspice Portal, all Courses, and all content therein, shall vest in and remain with Allspice, and no rights or licences are given to the Customer or (where applicable) any Authorised User in respect of any such intellectual property.

8.2 The Customer shall not be entitled to reproduce, distribute, adapt, deal with, or print, in whole or in part, any content found in the Allspice Portal or in any Course, without the prior written consent of Allspice.

8.3 The trade marks, logos and service marks (“Marks“) displayed on this Allspice Portal are the property of Allspice or other third parties, and all rights to the Marks are expressly reserved by Allspice or relevant third parties. The Customer is not permitted to use any Marks without the prior written consent of Allspice or such third party. Allspice and its subsidiaries aggressively enforce their intellectual property rights to the fullest extent of the law.  The name of Allspice or any other Marks may not be used in any way, including in any advertising or publicity, or as a hyperlink without prior written permission of Allspice.  

8.4 The domain name on which the Allspice Portal is hosted on is the sole property of Allspice and the Customer may not use or otherwise adopt a similar name for its own use.

9: Exclusions & limitation of liability

9.1 Allspice makes no warranty in respect of any Course or the Allspice Portal, express or implied, including any implied warranties of merchantability, satisfactory quality, compliance with description and fitness for a particular purpose. In addition, Allspice does not warrant:

9.1.1 the accuracy, timeliness, adequacy or completeness of the information, materials, services and/or functions provided at or contained in any Course or the Allspice Portal; 

9.1.2 that the Customer’s use of and/or access to any Course or the Allspice Portal or any information or any materials therein, will be uninterrupted, secure or free from errors or omissions or that any identified defect will be corrected.  

In particular, the Customer acknowledges and accepts that the Allspice Portal will be inaccessible during scheduled or emergency maintenance or remedial work, and that such inaccessibility shall not entitle the Customer to revoke any Order or terminate any Contract.  

9.2 Where: 

9.2.1 any Allspice or non-Allspice products or materials are referred to or used in any Course, such reference or use is for illustrative purposes only, and is not an endorsement or recommendation of such products or materials;

9.2.2 any information or resources are referred to, made available, or linked on the Allspice Portal, the Customer agrees to conduct its own verification of such information and resources,   

 and Allspice shall not be liable for any loss, damage, expense or liability arising from any use or reliance by the Customer or any Authorised User, of any such products, materials, information or resources.

9.3 Allspice’s sole liability for any defects in any Course or the Allspice Portal is set out in Clause 9.5.

9.4 In no event shall Allspice be liable to the Customer or any third party for any indirect, special, consequential, exemplary or punitive loss or damage for any breach of these e-Learning Conditions or any Contract, including but not limited to loss of profits, loss of business or goodwill, loss of use, or any claim by any third party, even if Allspice has been advised of the possibility of such loss or damage. 

9.5 The total liability of Allspice to the Customer for any and all claims whether by the Customer or by any other person and howsoever arising in connection with or arising out of the sale, provision, conduct, transmission, possession, replacement, access or use of a Course or the Allspice Portal or resulting from the breach of the Contract and/or these e-Learning Conditions by Allspice shall not in any event exceed the price of the Course giving rise to such claims.

9.6 Nothing in these e-Learning Conditions or any Contract shall limit or exclude Allspice’s liability for death or personal injury caused by Allspice’s negligence.

10: Termination & Suspension

10.1 Allspice shall be entitled to terminate the Customer’s or any Authorised User(s)’ right to access or attend any Course or access the Allspice Portal, forthwith upon the Customer’s or such Authorised User(s)’ material breach of any of these e-Learning Conditions or any term of the Contract.

10.2 Allspice shall be entitled to suspend the Customer’s or any Authorised User(s)’ access or use of the Allspice Portal, or any Course or Key(s) in the event of any suspected or actual compromise or breach of security or unauthorised access, or any scheduled or emergency maintenance or remedial work.

10.3 Allspice shall be entitled to impose and configure a fixed term of use for some or all online Courses, and such Courses shall cease to be accessible by the Customer or any Authorised User upon the expiry of such term of use, and Allspice shall have no liability to Customer or any Authorise User for such cessation of access.  

11: Force Majeure 

11.1 Allspice shall not be liable for or be deemed to be in breach of the Contract and/or these e-Learning Conditions by reason of any failure in performing any of its obligations under the Contract and/or these e-Learning Conditions during any period in which performance is delayed by any Force Majeure Event.

11.2  Allspice shall notify the Customer of any delay or failure arising through any Force Majeure Event and provide a revised performance date as soon as practicable.  The Customer shall not terminate the Contract by reason of any such delay or failure.  

12: Compliance by Authorised Users

12.1 Where the Customer is a body corporate, it shall

12.1.1 ensure and be responsible for the compliance of all its Authorised Users with all the provisions of these e-Learning Conditions and all applicable Contracts; and

12.1.2 be liable to Allspice for any breach or non-compliance of these e-Learning Conditions or any Contract by any of its Authorised Users.

13: Amendment

13.1 Allspice reserves the right to change these e-Learning Conditions without prior written notice at any time, at Allspice’s sole discretion, by posting a copy of the amended e-Learning Conditions at the Allspice Portal.

13.2 Any attempt to modify, supplement or amend these e-Learning Conditions by the Customer will be null and void, unless expressly agreed to in writing by Allspice.

14: Complete Contract 

14.1 The Contract, these e-Learning Conditions, Allspice’s Privacy Policy, and all other terms of Allspice and its Service Provider(s) referred or linked to these e-Learning Conditions, represent the entire understanding between Allspice and the Customer concerning the sale, provision, attendance, use and access of the Courses, and shall form the exclusive statement of all the matters covered by the Contract and these e-Learning Conditions.  Any and all previous course of dealings, written or oral understandings, discussions, representations, correspondence and communications between the Parties relating to the matters covered by the Contract and/or these e-Learning Conditions are hereby superseded.

14.2 Any term or condition of the Customer’s Order which is any way inconsistent with or in addition to these e-Learning Conditions shall not be applicable or binding on Allspice, unless otherwise agreed in a written agreement signed by Customer and Allspice, and any failure by Allspice to object shall not be considered a waiver of these e-Learning Conditions.  

15: Assignment

15.1 The Customer shall not assign or otherwise transfer the Contract or any of its rights and obligations hereunder, whether in whole or in part without the prior written consent of Allspice.  Any such unauthorised assignment shall be deemed null and void.

16: No waiver

16.1 No failure on the part of Allspice to exercise, and no delay on its part in exercising, any right or remedy under these e-Learning Conditions or any Contract will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

16.2 No waiver of any provision of these e-Learning Conditions or any Contract shall be effective unless made in writing and signed by the Party granting the waiver.

17: Illegality

17.1 If any provision of these e-Learning Conditions or any Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these e-Learning Conditions or Contract and the remainder of the provisions in question shall not be affected.

18: Rights of Third Parties

18.1 A person or entity who is not a Party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term of the Contract, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.  For the avoidance of doubt, an Authorised User of the Customer shall not have any right to enforce any term of the Contract.

19: Governing Law and Jurisdiction

19.1 These e-Learning Conditions and all Contracts shall be construed in accordance with, and governed by, Singapore law, without giving effect to any principles of conflicts of law.

19.2 The Parties hereby submit to the non-exclusive jurisdiction of the Singapore courts.

20: Acceptance

20.1 Please tick the acceptance box below to indicate your acceptance of these e-Learning Conditions, or discontinue the registration or checkout process.

I have read and hereby accept all of the e-Learning Conditions set out above