DS Fuel Card Terms and Conditions (updated as of 9 March 2017)

The use of the DS Fuel Card issued by Diamond Sky Oil Pte. Ltd. (“DSO”) is subject to the following Terms and Conditions:

1.DEFINITIONS

(A) In addition to the terms defined in the DS Fuel Card Application Form, unless the context otherwise requires, the following terms shall have the meanings below:

“Access Code”means collectively, a user logon ID and password, as provided by DSO, for access to some or all of the Online Services provided on or through the Site.

“Account” means the DS Fuel Card account set up for the Customer for the DS Fuel Cards issued.

“Application” means an application for the setting up of DS Fuel Card account with DSO for the supply of Services and Products, which the Customer must make by completing an application form prescribed by DSO (whether in printed, electronic or other form) and providing the same to DSO together with such other documents as may be requested by DSO.

“Authorised Resellers”means the Caltex service stations in Singapore only, which accept the DS Fuel Card for purchases of the Products as DSO and/or Caltex may designate from time to time, and includes the operator of each such service station.

“Caltex” means Chevron Singapore Pte Ltd., its successors and assigns, and includes its related corporations and all other entities within the Chevron group, where applicable.

“Cardholder” means each person authorised by the Customer to receive a DS Fuel Card or who is otherwise authorised to use that DS Fuel Card or in the case of Online Services, each person whom the Customer identifies as authorised to receive an Access Code. “Cardholder” also includes any further persons who obtain any such Access Codes and use them to access the Online Services (or any part thereof) as a result of the Customer’s and/or any Cardholder’s acts or omissions. For the avoidance of doubt, all references to the access and/or use of any or all of the Online Services on the Site by the Customer shall include the access and/or use of any or all of the Online Services by any Cardholder.

“Charges” means all amounts payable to DSO hereunder including without limitation, fees for Services rendered, all amounts charged to the DS Fuel Card, the interest charged thereon and all fees, costs or expenses (including without limitation legal fees, late interest, costs of debt collection, late finance charges) related to or in connection with the DS Fuel Card or incurred by DSO in the recovery of such Charges and interest.

“Credit Limit” means the amount notified by DSO to the Customer from time to time as the maximum amount allowed for purchases of Services and Products by the Customer on its Account.

“Customer” means the individual, business entity, partnership or sole proprietor for whom the Account has been established and to whom the DS Fuel Cards are issued by DSO under these Terms and Conditions.

“DS Fuel Card” means the card issued by DSO to the Customer pursuant to these Terms and Conditions. “DSO” means Diamond Sky Oil Pte. Ltd., its successors and assigns, where applicable.

“DS Fuel Card Hotline” means +65 6909 0090 or such other number as may be notified by DSO to the Customer from time to time, which operating hours are Monday to Friday 9 am to 6pm (excluding public holidays) .

“Marks” means the names, trademarks, service marks, copyrights, logos, derivative works, domain names whether using part of or the whole name or logo and other trade marks and names registered by DSO and/or Caltex from time to time in Singapore and/or elsewhere, and any other intellectual property that is from time to time the exclusive property of DSO or Caltex.

“Online Services” means certain online Services available to the Customer via the Site, which access is on an Access Code restricted basis and as more particularly set out in Clause 10.

“Payment Due Date” in relation to any Statement of Account, means the date stated in the column titled “Due Date” in that Statement of Account on which payment for the Charges for the Transaction Period is due.

“Personal Information” means any information that the Customer supplies or provides to DSO (whether directly or indirectly) for all purposes of applying for the DS Fuel Card and setting up of the Account, including without limitation, any Cardholder’s information, vehicle numbers, credit card and bank account details.

“PIN” means the personal identification number chosen by the Customer in connection with the DS Fuel Card and as more particularly set out in Clause 4.

“Products” means available fuels, lubricants and other products offered for sale by any Authorised Reseller, for which purchases may be charged to the DS Fuel Card.

“Purchase Restrictions” means the restrictions as may be (i) requested by the Customer in the DS Fuel Card Application Form (or any amendment thereto requested by the Customer/Cardholder and accepted by DSO and Caltex) and/or (ii) imposed by DSO, Caltex and/or any Authorised Resellers from time to time, including without limitation, restrictions on the type(s) of Services and Products; the maximum daily usage, frequency or purchase value limit of Services and Products; and/or such other restrictions or conditions imposed on the purchase of Services and Products.

“Receipt” means a machine print-out receipt or, where not available, a manually completed transaction charge slip issued by an Authorised Reseller at the time of the purchase and charge of Products to the DS Fuel Card.

“Rewards” means the cash vouchers, discounts, vouchers, rewards, rebates and/or such other forms of benefits or rewards offered by DSO, as more particularly set out in Clause 6.

“Services” means the services provided by DSO to the Customer, namely, (i) access to various services and products offered by DSO’ network of strategic partners, (ii) participation in various rewards, discounts and other promotional schemes offered by DSO and/or its strategic partners, (iii) consolidation of the payment of services and products through DSO to reduce the Customer’s need for subscription to various credit cards, GIRO facilities and any other payment methods, and to facilitate the maximising of rebates, rewards and/or benefits offered by specific credit cards, GIRO facilities and other payment methods; (iv) participation in various events, communities, seminars and groups organised by DSO and/or its strategic partners; (v) concierge services to assist the Customer in sourcing for providers of services and products to meet the Customer’s needs; and (vi) such other services as DSO may provide to the Customer.

“Site” means DSO’s websites on or through which Online Services are provided or made available.

“Statement of Account” means a statement of account issued by DSO to the Customer showing the balance outstanding due to the Account for the Transaction Period.

“Transaction” means a purchase transaction for which a DS Fuel Card is or is attempted to be, used by the Customer or a Cardholder to purchase Services or Products.

“Transaction Period” means the month or other period during which purchase transactions are made under an Account commencing from and ending on such dates as may be determined by DSO and set out in the Statement of Account.

(B) In these Terms and Conditions save where the context shall otherwise require:

(i) words importing the masculine gender shall include the feminine and neuter genders; (ii) words importing the singular number include the plural number and vice versa; and (iii) headings to the Clauses of these Terms and Conditions are for convenience only and shall not be taken into account in the interpretation or construction of these Terms and Conditions.

2.ISSUE OF DS FUEL CARD

(A) These Terms and Conditions apply to each Account established in the name of the Customer and the use of the DS Fuel Cards issued by DSO to the Customer or to the Cardholders in accordance with the Customer’s instructions. The Customer may authorise a DS Fuel Card to be issued to a person or for use in relation to a particular vehicle.

(B) Upon receipt of a properly completed Application, DSO has the sole discretion to accept or decline the Application, without having to provide any reason to the Customer.

(C) The issue and use of each DS Fuel Card are governed by these Terms and Conditions, which shall include the provisions in the prescribed application form, the Direct Debit GIRO form, the prescribed credit card payment authorisation form, and all supporting attachments and documentation, as applicable. If there are any inconsistencies in any of these documents with these Terms and Conditions, the provisions in these Terms and Conditions will prevail.

3.DS FUEL CARD TERMS AND CONDITIONS

(A) These Terms and Conditions take effect from the date of DSO’s notification to the Customer of its acceptance of the Customer’s Application (save for Clauses 1 and 2(B) , which take effect upon receipt of the Application by DSO) and shall continue until termination in accordance with the provisions of Clause 13.

(B) DSO may issue any number of DS Fuel Cards to the Customer for the persons or vehicles nominated in the Application.

(C) The Customer shall be fully responsible for the use of the DS Fuel Cards by all its Cardholders and shall further ensure that each and every Cardholder comply with these Terms and Conditions.

(D) The DS Fuel Card is valid for use at Authorised Resellers in Singapore only.

4.USE OF DS FUEL CARD

(A) DSO will issue PIN activated DS Fuel Cards with the PIN to be chosen by the Customer at the time of first Transaction with that DS Fuel Card. The Customer may request for a change in PIN by calling the DS Fuel Card Hotline or email to enquiries.sg@dsoil.net.

(B) Where a DS Fuel Card is PIN activated, the Customer/Cardholders must use the PIN for all electronic Transactions. In the event of any failure of the Cardholder to enter the correct PIN or any other error or failure for the PIN to be accepted, the relevant Transaction may be processed by other means as determined by DSO, Caltex and the Authorised Reseller, and the Customer/Cardholder remains liable for such Transaction and will settle the Charge for such Transaction incurred through DSO. In the event of such failure, the Customer may call the DS Fuel Card Hotline for assistance if the Transaction is being made during the operating hours of the DS Fuel Card Hotline.

(C) Notwithstanding Clause 4(B) , DSO, Caltex and/or the Authorised Reseller are entitled at their respective discretion, to refuse any electronic Transaction where a DS Fuel Card is PIN activated and the Cardholder fails to enter the correct PIN at time of the Transaction, and/or to refuse any other means of processing the Transaction.

(D) The DS Fuel Card enables the Cardholder to purchase any of the Services and Products, subject to any Purchase Restrictions and Credit Limit; and provided that DSO, Caltex and the Authorised Resellers shall not, in any way, be bound to ensure the availability or provision of the Services or Products, or be liable for any non-availability or non-provision thereof.

(E) The Customer acknowledges that whether a vehicle number is embossed on the relevant DS Fuel Card or not, DS Fuel Card may be used by anyone, and DSO, Caltex and the Authorised Resellers have no obligation to verify the identity of the users or Cardholders or the vehicle number. The Customer shall be deemed to have authorised the Transaction by the use of DS Fuel Card whether the vehicle number is correct or not, and whether embossed or not.

(F) The Cardholder must provide the DS Fuel Card to the Authorised Reseller at the time of the Transaction. The Authorised Reseller will issue the Cardholder with a Receipt at the time of the Transaction. The Customer agrees that it is each Cardholder’s responsibility to ensure and verify that the Receipt correctly records the type of Product, quantity, price and other details of the purchase. The Customer shall be responsible for and liable for all Transactions made with a DS Fuel Card, and will settle all Charges incurred through DSO.

(G) Each Receipt (or if no Receipt is issued, the relevant record of the transaction entry) shall be deemed as conclusive and binding upon the Customer and the Cardholder for all purposes of these Terms and Conditions.

5.PURCHASE RESTRICTIONS AND CREDIT LIMIT

(A) The DS Fuel Cards issued pursuant to the Customer’s Account may be subject to Purchase Restrictions. The Customer shall use and shall ensure that all Cardholders use the DS Fuel Cards in accordance with the Purchase Restrictions. The Customer is responsible for ensuring that the Cardholders do not exceed or breach the Purchase Restrictions.

(B) Neither DSO, Caltex nor the Authorised Resellers are obliged to check that the DS Fuel Cards are being used or were used in accordance with the Purchase Restrictions. DSO and/or Caltex will not be liable if the DS Fuel Cards were not used in accordance with the Purchase Restrictions. DSO, Caltex and/or the Authorised Resellers may refuse to supply any Services or Products to the Customer/Cardholders in excess or breach of the Purchase Restrictions.

(C) The Customer may at any time request DSO to amend the Purchase Restrictions with at least 7 working days advance written notice. Such amendments shall take effect on the date immediately following the date of DSO’s and Caltex’s approval (which they may give or withhold at their respective sole discretion) as notified to the Customer.

(D) The Customer must not exceed its Credit Limit. DSO, Caltex and/or the Authorised Reseller may refuse to supply Services and Products to the Customer/Cardholders in excess of the Customer’s Credit Limit.

(E) If any Transaction results in the Customer exceeding its Credit Limit, the Customer shall be liable to pay to DSO immediately on demand any amount by which the aggregate of the total Charges on the Account exceeds the Credit Limit.

(F) The Customer shall be responsible for and liable to DSO for all Transactions made with a DS Fuel Card even if the Transactions are made in breach of the Purchase Restrictions and/or Credit Limit (regardless of whether the extension of the Purchase Restrictions is approved by DSO and Caltex at the time of the Transaction) .

(G) Notwithstanding anything in these Terms and Conditions, DSO, Caltex and/or the Authorised Resellers may, at their absolute discretion, at any time and from time to time, impose, add to or amend the Purchase Restrictions and/or the Credit Limit, and/or to refuse to allow the Customer or the Cardholders to purchase any Service or Product. Such decisions can be made for any reason (including without limitation, if the financial capacity of the Customer becomes impaired or unsatisfactory to DSO) . Neither DSO, Caltex nor the Authorised Resellers are required to justify the decision to the Customer or the Cardholders.

6.REWARDS AND DISCOUNTS

(A) DSO may offer cash vouchers, discounts, vouchers, rewards, rebates and/or such other forms of benefits or rewards (“Rewards”) in any forms, any means and at any time (which may be in writing, verbally or electronically) to the Customer from time to time. The following apply to the use of the Rewards:

(i) Rewards cannot be used in conjunction with fuel discounts offered by DSO, Caltex or the Authorised Resellers unless otherwise specified. Rewards are unrelated to other programmes offered by other providers, including the Plus!Card and for the avoidance of doubt, no LinkPoints are awarded for any Transactions made using the DS Fuel Card. (ii) The Rewards will be calculated based on the Transactions made in each Transaction Period and will accrue to the Customer’s Account for use during the next or subsequent Transaction Period. The accrued Rewards may be used to set off the Charges incurred made during the next or subsequent Transaction Period. DSO has the absolute discretion to decide which Charge or Charges, whether in part or in full, against which the Rewards can be set off against and it is not obliged to justify the decision to the Customer or Cardholders.(iii) All Rewards arising from the purchase of Products shall be based on Caltex’s present board price, unless otherwise specified.(iv) Rewards are not transferrable and no changes, returns, refunds or cash conversion are allowed. If Rewards are lost, damaged or expired, DSO will not re-issue the Rewards.(v) Upon suspension or termination of the Account for any reason whatsoever, the Rewards scheme will terminate with immediate effect without any compensation from DSO and any Rewards, accrued or to be accrued, will be lost or disqualified. Rewards may be cancelled or terminated for any reason, including for unsatisfactory financial capacity of the Customer. Rewards not utilised after a period of 3 months will expire unless otherwise decided by DSO.(vi) In the event of any disputes regarding the Rewards, DSO shall have the sole discretion and final decision making powers, and any decision made by DSO will be binding on the Customers and Cardholders.(vii) DSO shall not in any circumstance be liable to the Customer or Cardholders regarding any Rewards (including any accrued or to be accrued, lost or disqualified Rewards) .

(B) The Customer acknowledges and agrees that the Rewards offered by DSO may be amended, regulated or terminated due to but not limited to, fuel price, limited time offer, usage pattern, credit record, overdue status or upon the requests made by Caltex, the Authorised Resellers or relevant providers. DSO reserves the right to revise or terminate any Rewards at any time without prior or written notice to the Customer or assigning any reason, and without payment of any compensation to the Customer.

7.FEES, LIABILITY AND PAYMENT

(A) Any DS Fuel Card Transaction record issued or received by DSO and/or Caltex that results from the use of a DS Fuel Card is conclusive proof that the amount recorded was properly incurred.

(B) Any claim or dispute between the Customer (or Cardholder) and any Authorised Reseller, Caltex and/or DSO does not relieve the Customer of the obligation to pay to DSO (without deduction) any amount incurred from using the DS Fuel Cards. In all circumstances, the Customer shall pay in full the amount stated on the Statement of Account without any set-off, deduction or withholding for any reason whatsoever.

(C) Without prejudice to Clause 12, the Customer shall be liable to DSO for: (i) payment of all amounts properly debited to the Customer’s Account even if a DS Fuel Card has been used in breach of these Terms and Conditions, any Purchase Restrictions and/or Credit Limit; (ii) all amounts incurred as a result of the unauthorised use of a DS Fuel Card from the time it is lost or stolen until such time as DSO is able to cancel the DS Fuel Card after notification of the loss or theft is received by DSO in accordance with Clause 9 below; and (iii) all costs and legal fees incurred by DSO in recovering amounts payable by the Customer, on a full indemnity basis.

(D) DSO will issue a Statement of Account to the Customer for all purchases made up to the end of a Transaction Period including all fees, charges and monies otherwise due and payable to DSO. The Customer must pay the full amount set out in the Statement of Account on or before the Payment Due Date set out in the Statement of Account.

(E) Payment will be effected by the Customer’s nominated credit card and/or direct debit from the Customer’s nominated bank account (unless a different payment method has been agreed in advance in writing between the Customer and DSO) in accordance with the credit card payment authorisation form and/or Direct Debit GIRO form submitted by the Customer, as required pursuant to the DS Fuel Card Application Form. The Customer agrees to be bound by the credit card payment authorisation form and/or Direct Debit GIRO form.

(F) In the event that the Customer fails to pay in full the amount stated in the Statement of Account by the Payment Due Date, DSO shall have the absolute discretion to charge late payment interests on the amount so unpaid, which is calculated from the last day of the Transaction Period until the last day of the month in which full payment is received by DSO (i.e. any period of less than a full month is treated as a full month for the purpose of charging interest under this Clause) . Late payment interests shall be calculated at the rate of 3% per month on the outstanding amount (or such other rate as DSO may prescribe from time to time) . The amount of late payment interest will be debited from the Customer’s Account without notice and shall not be refundable in any event. In addition, DSO may also elect in its sole discretion to suspend the Account for such period until all amounts owing to DSO have been paid in full.

(G) Without prejudice to Clause 12, DSO has the sole discretion to charge and debit the Customer’s Account relating to any DS Fuel Card: (i) an annual service fee and other administrative fees for the provision of Services, including without limitation, for the issue, renewal, maintenance and/or replacement of the DS Fuel Cards at such rate as DSO may prescribe from time to time without notice and such fee shall not be refundable in any event; (ii) a registration fee of at least S$2 or such other amount as DSO may prescribe from time to time without notice to register and/or change any particular mode of credit card or bank payment authorisation; (iii) a processing fee of such amount as DSO may prescribe from time to time without notice for the re-issue of PIN and/or any payment failure for any reason whatsoever; (iv) an administrative fee of at least 2.5% or of such amount as DSO may prescribe from time to time without notice, handling charges and/or other derivative charges on every transaction made, whether or not the transaction is successfully made; (v) a fee when the Purchase Restrictions are amended at the request of the Customer; (vi) a fee of such amount as DSO may prescribe from time to time without notice for the printing and/or sending of a Statement of Account for the Transactions. The current rate is $2 per Statement of Account (if the Transaction Period relating to the Statement of Account is within 6 months of the Customer’s request) and $12 per Statement of Account (if the Transaction Period relating to the Statement of Account exceeds 6 months of the Customer’s request) ; and (vii) late payment charges, finance charges and/or the costs of recovering or attempting to recover any outstanding sums on the Customer’s Account unpaid by the Payment Due Date (including the engagement of debt collection agencies) .

(H) Any and all goods and services tax and all taxes which may from time to time be imposed or levied by any applicable governmental or regulatory authority in relation to the use of the DS Fuel Cards or the Account will be chargeable to and payable by the Customer and will be debited from the Customer's Account without notice.

(I) If at any time the financial capacity of the Customer becomes impaired or unsatisfactory to DSO, in DSO’s sole judgement, advance cash payment or security satisfactory to DSO shall be given by the Customer upon demand by DSO and DSO may cancel the Account or suspend the Customer’s right to use the DS Fuel Cards until such payment or security is received.

(J) The Customer shall within such time as may be specified by DSO’s notice, procure a banker’s guarantee, security payment or such other collateral or security to DSO on terms that are acceptable to DSO, to guarantee all Charges due and owing by Customer from time to time, to support any Credit Limit approved by DSO and to secure the Customer’s performance of its obligations hereunder. DSO shall be entitled to make such request for the purpose of approving an application for DS Fuel Card issuance, ensuring payment obligations of the Customer under existing Credit Limit or an increase in Credit Limit. DSO may from time to time request for new, additional and/or replacement guarantees, security payments, collateral or security in its absolute discretion. DSO shall be entitled to suspend the use of the DS Fuel Card and/or demand payments to be made in advance until such guarantee, security payment, collateral or security is received. DSO shall be entitled to apply the collateral or security to settle all or any amounts due from the Customer and to cover all losses and damages that may be suffered by DSO due to failure of the Customer to observe or perform any of its obligations under these Terms and Conditions. If the Customer has duly settled all Charges and observed and performed all its obligations under these Terms and Conditions, such collateral or security will be returned to the Customer, without interest, as soon as practicable after the termination of the use of DS Fuel Card in accordance with Clause 13. Without prejudice to the generality of the above, DSO reserves the right to impose a security payment of S$100 (or a reasonable amount determined by DSO) per vehicle registered for the Customer’s Account.

(K) The Customer must notify DSO in writing of any dispute of any amount in the Statement of Account within 30 days from the date of the Statement of Account. Unless the Customer disputes the amount within 30 days, the amount set out in the Statement of Account shall be taken to be accepted by the Customer and due and payable to DSO.

(L) DSO may appropriate any payment made by the Customer and apply it in total or partial satisfaction of any debt then due from the Customer to DSO. If the Customer should have more than one Account with DSO, DSO may appropriate payment made for one Account to settle any debt due from another Account and the Customer is deemed to have authorised such payment. The Customer and/or DSO may also request for the use of prepaid payment methods specifying the prepaid amounts to be made. If the prepaid amount has been fully deducted and/or fall below a specified deposit amount, the Customer hereby agrees that DSO may charge such additional prepaid amounts from any of the Customer’s registered credit card accounts, bank Direct Debit GIRO accounts or other agreed payment method. DSO reserves the right to deduct or direct debit the Customer’s outstanding payment in all of the Customer’s registered credit card accounts or bank Direct Debit GIRO accounts, without prior notice. The Customer hereby authorises DSO at any time by written notice to the Customer to apply any credit balance (whether or not then due) to which the Customer is at any time beneficially entitled on any account, or which is held to the Customer’s order, in or towards satisfaction of any sum then due from the Customer to DSO and unpaid. DSO shall not be obliged to exercise its rights of set-off and appropriation under this Clause, which are without prejudice to and in addition to any other rights or lien to which it is at any time otherwise entitled (whether by operation of law, contract or otherwise) .

(M) The Customer shall ensure that it has obtained the third party payor's authorisation and consent to the use of the third party payor’s bank account and/or credit card account to pay DSO for all Transactions and Charges. The Customer shall notify the third party payor of any changes, additions or deletions to the use of the Account and the DS Fuel Card (including any Purchase Restrictions or Credit Limit) . DSO shall not be under any obligation to notify the third party payor and/or obtain payment authorisation from the third party payor. DSO shall not be liable to the third party payor in any circumstance including under warranty, contract, tort or other legal theory and in particular, DSO shall not be liable for any changes including, without limitation: (i) any change to the registered license plate number relating to a DSO Fuel Card; (ii) any change to the type of Products offered by DSO, Caltex and/or any Authorised Reseller; (iii) any change to the DS Fuel Card usage limit, Purchase Restrictions and/or Credit Limit; or (iv) any changes to the Account terms or payment information; In the event of any claim or demand by the third payor against DSO, the Customer shall fully indemnify DSO in accordance with Clause 12. For the avoidance of doubt, the third party payor and the Customer may have (but not limited to) the following relationships: (i) spouses; (ii) siblings; (iii) parents and their children (iv) grandparents and their grandchildren; (v) family relatives; (vi) friends; (vii) legal guardian; (viii) companies/business owners and their employees, drivers, shareholders, directors, officers, consultants or authorised persons.

8.COMPLIANCE AND INFORMATION

(A) The Customer undertakes and agrees with DSO that it shall and shall ensure that the Cardholders fully observe and perform these Terms and Conditions including without limitation, the following: (i) to use its best efforts to keep secure and prevent the loss, theft, damage or mutilation of DS Fuel Cards; (ii) to immediately inform DSO if the Cardholder suspects or becomes aware of any unauthorised use of a DS Fuel Card or any loss or theft in accordance with Clause 9 below; and (iii) to comply with all applicable laws, rules and regulations including without limitation, all laws concerning prevention of corruption and anti-bribery.

(B) The Customer agrees to provide DSO with any information that DSO may reasonably request about the Customer or any Cardholder on their use of the DS Fuel Cards or Account and provide DSO with any documentation related to such use upon DSO’s request. In particular, the Customer shall provide DSO, within 14 days of DSO’s request and in any event on a 6-months’ basis without being requested, with information in respect of the Customer’s financial condition, business activities and, in particular, but without limitation, such information as may be necessary to support the extension of any further credit to the Customer. The Customer shall and shall procure its Cardholders to fully cooperate with DSO in any investigation, litigation or prosecution arising or in connection with the DS Fuel Cards or the Account.

(C) The Customer must notify DSO in writing as soon as possible (and no later than 7 days) of any change in its address from that set out in the DS Fuel Card Application Form or as previously notified to DSO. The Customer will be liable for all transactions charged on the DS Fuel Card that was delivered to the last address made known to DSO by the Customer. The Customer shall be liable for all Charges, losses, costs, expenses or claims arising out of any use of a DS Fuel Card, whether authorised or unauthorised, until DSO receives the notice from the Customer of the address change and acts upon it to amend the Customer’s records.

9.LOSS, CANCELLATION OF DS FUEL CARD

(A) The Customer shall keep, or shall procure that the Cardholders keep, all DS Fuel Cards secure. If any DS Fuel Card is lost, stolen, misused, no longer required by the Customer, the Customer must immediately notify DSO through the DS Fuel Card Hotline and confirmed in writing within 3 business days.

(B) Customer shall be liable for all Charges, losses, costs, expenses or claims arising out of any use of a DS Fuel Card, whether authorised or unauthorised, until DSO receives a notice from the Customer in accordance with Clause 9(A) above and acts upon it to cancel the DS Fuel Card. Cancellation of a DS Fuel Card shall occur within 7 working days upon receipt of such notice.

(C) If any DS Fuel Card reported lost or stolen is subsequently retrieved, it shall not be used by the Customer or its Cardholders and the Customer shall immediately destroy the same.

10.DS FUEL CARD ONLINE SERVICES

(A) DSO may in its sole discretion elect to provide the Online Services to the Customer via the Site if the Customer elects to sign up for such Online Services and DSO agrees to the same. The provisions of these Terms and Conditions will govern the use of the Online Services and the Site by the Customer and its Cardholders in relation to the Account. The Online Services made available on the Site are also governed by the terms of use applicable to the Site as set out therein and which are incorporated by reference hereto. The Site’s terms of use may be revised at any time without notice and any use of the Site after such changes constitutes agreement by the Customer to such changes.

(B) The Customer/Cardholders may access and use the Online Services only upon the issuance of valid Access Codes by DSO. The Customer shall use all reasonable efforts to prevent the sharing of Access Codes by its Cardholders, anyone else within its organisation or any third parties.

(C) The Customer is fully responsible for all activities that occur under the Access Codes issued to its Cardholders. The Customer must notify DSO immediately through the DS Fuel Card Hotline and confirmed in writing within 3 business days, if it becomes aware of any unauthorised use of any Access Code, or any loss or theft of such Access Code or any records thereof, or if it believes that any Access Codes has become known to any unauthorised person. Upon being so notified, DSO may, in its absolute discretion, revoke a password and/or user logon ID and issue new Access Codes. DSO may in its absolute discretion invalidate a user logon ID at any time for any reason, including without limitation if it has not been used to access the Site for a continuous period of 90 days or more or after multiple attempts to log on through an incorrect user logon ID and/or password. The Customer shall be liable for all Charges, losses, costs, expenses or claims arising from activities occurring under the Access Codes, whether authorised or unauthorised, until DSO invalidates the user logon ID.

(D) The Customer acknowledges and agrees that DSO are and shall remain the owners of any registration or other individual user data required to access or use the Online Services, and any other data, information or database created or obtained in relation thereto or as a result thereof by DSO in connection with the Online Services including without limitation, any and all intellectual property rights therein. Except as expressly set forth in these Terms and Conditions, the Customer has and retains no right, title, or interest in and to any of the foregoing items.

(E) The Customer is solely responsible for adopting reasonable measures to limit risks and exposure with respect to potential claims, losses or damages arising from use, non-use, interruption, delay, errors, or omissions of or in the Online Services, or the results thereof, including without limitation, examination and confirmation of data prior to use thereof, provision for identification and correction of errors and omissions, preparation and storage of backup data, replacement of lost or damaged data or media, and reconstruction of data.

(F) The Customer represents, warrants, and covenants to DSO that: (i) the Customer has not and will not enter into any agreement or understanding, either written or oral, which violates, conflicts or interferes with any provision of these Terms and Conditions; (ii) the Cardholders are current employees, drivers, shareholders, directors, officers, consultants of the Customer or such other persons with authority to use the Online Services; (iii) the Customer’s and Cardholders’ use of the Online Services (a) will not infringe upon the proprietary rights of DSO, Caltex and/or any third party (including without limitation any intellectual property or privacy rights) , and (b) will comply with all applicable laws, rules and regulations; and (iv) no communications, transmissions, postings, messages or other materials sent by the Customer or its Cardholders to or on the Site infringe upon the proprietary rights of any third party (including without limitation any intellectual property or privacy rights) .

(G) The Online Services and the Site are provided by DSO on an “as is” and “as available” basis. DSO and Caltex make no representations or warranties of any kind, expressed or implied, as to the operation of the Site, the contents or any information made available on or through the Site. DSO and Caltex make no representations or warranties of any kind, expressed or implied, as to the Online Services or any products offered on the Site or in connection therewith except as expressly contained in written documentation accompanying the relevant Online Services or products. To the full extent permissible by applicable law, DSO and Caltex disclaim all warranties, expressed or implied, including but not limited to, implied warranties of title, merchantability, non-infringement, fitness for a particular purpose with respect to all of the foregoing. Furthermore, DSO and Caltex do not warrant the accuracy or completeness of the information provided on or through the Site. DSO may make changes to the Online Services, software and any and all information provided on or through, including to the Online Services, products and prices described on this Site, at any time without prior notice to the Customer or its Cardholders. DSO and Caltex do not warrant that the Online Services available on or functions performed at this Site will be uninterrupted or error-free, that defects will be corrected, that the Online Services will be suitable for the Customer's purposes, or that this Site or the server that makes it available are free of viruses or other harmful components.

(H) DSO reserves the right to suspend or restrict access to the Site and may at any time in its absolute discretion without notice and without cause bar access to the Site by any person, including persons who previously had access.

11.LIMITATION OF LIABILITY

(A) DSO, Caltex, the Authorised Resellers and/or any of their directors, employees, shareholders, agents, advisors, suppliers, licensors, advertisers, contractors, authorised persons and affiliates, will not be liable for any damages of any kind arising from the use of the DS Fuel Card, the Site or any of the products, services or features provided thereon, including but not limited to direct, indirect, incidental, exemplary, special, punitive and consequential damages. Without limiting any of the foregoing, this Clause shall apply to the use, inability to use, or the results of use of the DS Fuel Card, the Site, any websites linked to the Site, the materials, information, services, products or software contained at any or all such linked sites, or the materials, information, services, products or software offered on or through the Site, whether based on warranty, contract, tort or any other legal theory and whether or not a party was advised of the possibility of such damages.

(B) Notwithstanding any provisions in these Terms and Conditions, DSO, Caltex and/or the Authorised Resellers shall not be responsible or liable to any and all Customer, Cardholders or third party payor (including any of their directors, employees, shareholders, agents, advisors, suppliers, licensors, advertisers, contractors, authorised persons, affiliates, drivers or vehicle owners) for any loss, damage or liability incurred or suffered as a consequence of any one or more of the following events or occurrences:

(i) the refusal of DSO, Caltex and/or any Authorised Reseller to honour or accept any DS Fuel Card or to extend or confer any privilege or benefit under the DS Fuel Card for any reason whatsoever including, but not limited to, the negligent act or omission of DSO, Caltex, the Authorised Resellers and/or any of their servants or agents; (ii) any failure of or malfunction, defect or error in any machine or system (whether or not belonging to or operated by DSO, Caltex and/or the Authorised Resellers) , howsoever caused, including the rejection of any DS Fuel Card or PIN by any machine or system or the failure to effect or complete any Transaction or the inability of any machine or system to accurately, properly or promptly transmit, process or store any data; (iii) any rejection of any DS Fuel Card or any PIN by any machine or system or any failure to effect or complete any Transaction or PIN transaction, howsoever caused; (iv) any mechanical, data processing or telecommunication failure, howsoever caused; (v) any fire, flood, lightning, riots, civil disturbance, acts of war or insurgency or any event, the occurrence of which is beyond the reasonable control or power of DSO to prevent; (vi) any fraud or forgery perpetrated on DSO, Caltex or any Authorised Reseller; (vii) any damaged to or loss of or inability to retrieve any data or information that may be stored in any DS Fuel Card or any microchip or circuit or device in any DS Fuel Card or the corruption of any such data or information, howsoever caused; (viii) the interception by or disclosure to any person (whether unlawful or otherwise) of any data or information relating to any Transaction, Account, the Customer or its Cardholders transmitted through or stored in any electronic system or medium, howsoever caused; and/or (ix) any delay, inability or failure of DSO, Caltex and/or any Authorised Resellers to perform any of its obligations under or pursuant to these Terms and Conditions caused or contributed in any way by any one or more of the events or occurrences set out in the foregoing subparagraphs of this Clause 11(B) .

12.INDEMNIFICATION

The Customer agrees to indemnify, defend and hold DSO, Caltex, the Authorised Resellers and/or each of their directors, employees, shareholders, agents, advisors, suppliers, licensors, advertisers, contractors, authorised persons and affiliates harmless from and against any and all claims, damages, losses, costs (including legal costs on a full indemnity basis) or other expenses that arise directly or indirectly out of or from: (i) any breach or wrongful termination by the Customer of these Terms and Conditions;(ii) the issue of the DS Fuel Card to the Customer;(iii) the use of the DS Fuel Card whether or not by the Cardholders or in connection with any Service or Product; (iv) the cancellation of the DS Fuel Card; (v) the loss or theft of the DS Fuel Card (subject to Clause 9 above) ;(vi) recovering or attempting to recover overdue Charges and late payment interests or any other sum owing to DSO by the Customer (including the costs and commissions payable for the engagement of debt collection agencies, which may amount to 25% or more of the outstanding amount due to DSO, or S$100, whichever is higher) , whether before or after judgement has been rendered;(vii) the enforcement or attempted enforcement of any of these Terms and Conditions or the rights of DSO with respect to the Customer or the DS Fuel Card;(viii) any breach by the Customer or the Cardholders of the Site terms of use; (ix) any activities of its Cardholders in connection with the DS Fuel Card or the Site; and/or (x) any breach or wrongful instruction by the Customer or its Cardholders in related to DSO and/or third party payor.

13.SUSPENSION, TERMINATION OF USE OF DS FUEL CARD AND ACCOUNT

(A) The use of any or all DS Fuel Cards or the Account may be suspended or terminated by DSO at any time without prior notice and without assigning any reason for such suspension or termination. The use of any or all DS Fuel Cards or the Account may be terminated by the Customer by giving at least 7 working days’ written notice thereof to DSO, by cutting the DS Fuel Card into 2 pieces and returning it with official cancellation form. Further, the Customer acknowledges and agrees that: (i) Caltex and/or the Authorised Reseller may refuse to accept, and Caltex may terminate the use of, any or all DS Fuel Cards for the purchase of Products at any time without prior notice and without assigning any reason for such refusal; and (ii) Caltex and/or the Authorised Reseller may terminate any services or benefits respectively provided by them under or otherwise associated with Caltex’s “StarCard” program at any time without prior notice and without assigning any reason for such termination.

(B) Immediately upon termination of the use of any or all DS Fuel Cards or the Account (whether by DSO and/or the Customer) : (i) the Customer shall cut in 2 pieces and return such DS Fuel Cards to DSO with official cancellation form to DSO or destroy the same in accordance with instructions of DSO and notwithstanding such termination, any use of the DS Fuel Cards or the PIN of a DS Fuel Card (whether or not by the Customer or the Cardholders) before it is returned to DSO or destroyed shall be deemed to be use by the Customer/Cardholders; and (ii) the Customer shall settle in full all purchases and Charges incurred on all DS Fuel Cards (relating to the Account) up to and including the date without need for any demand from DSO.

(C) Upon the suspension or termination of the Account for any reason whatsoever (whether under this Clause or Clause 7) , the Rewards scheme will terminate with immediate effect without any compensation from DSO any Rewards, accrued or to be accrued, will be lost or disqualified.

(D) No suspension, termination or cancellation in accordance with these Terms and Conditions shall affect the Customer’s obligations and liability to effect full payment for any purchases of Products and/or Online Services charged to any DS Fuel Cards or otherwise prescribed in these Terms and Conditions; nor shall it prejudice DSO’s rights in respect of any antecedent breach of these Terms and Conditions and stipulations herein contained.

14.PROPERTY OF DS FUEL CARD

(A) All DS Fuel Cards are and shall remain the property of DSO and are not transferrable.

(B) The Customer shall not use name or initials of the Marks or any combination or variation thereof in any manner, and shall not challenge ownership of the Marks. In particular, the Customer acknowledges that:

(i) “Caltex” and “Starcard” are Marks of Chevron Singapore; and (ii) “Diamond Sky Oil”, “DSO”, “DSOIL” and “DS Fuel Card” are Marks of DSO.

15.AMENDMENT

DSO reserves the right, and shall be entitled, to vary or amend these Terms and Conditions at any time from time to time. Such amendments shall take immediate effect from the date specified by DSO. The Customer shall be deemed to have accepted and agreed to such amendments without reservation unless DSO receives the Customer’s written notice of termination of the use of the DS Fuel Cards or Account within 7 days of such effective date.

16.ASSIGNMENT

The Customer shall not have the right to assign, transfer or delegate any or all of its rights or obligations hereunder. DSO may assign or novate any or all of its rights, title and interests (including any claims or right to receive payment of any monies hereunder) in or contemplated under these Terms and Conditions to any party on notice to but without the prior consent of the Customer.

17.WAIVER

If any provision of these Terms and Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. No failure, delay or indulgence given by DSO and/or Caltex in exercising any of its rights pursuant to these Terms and Conditions shall be deemed to be a waiver of that right nor shall it operate to bar the exercise or enforcement of it at any time or times thereafter.

18.NOTICES AND COMMUNICATIONS

(A) Any notice referred to in these Terms and Conditions shall be deemed to have been received by the Customer on the date following its posting if by mail or on the same day, if by electronic communication made by DSO. Unless otherwise provided in these Terms and Conditions, any request, notice or communication from the Customer to DSO shall be in writing and signed by the Customer and shall only be effective upon actual receipt by DSO. The Customer calls and all conversations with DSO may be recorded.

(B) DSO may, but are not obliged to, receive instructions, applications, notices and/or any other communication from the Customer and Cardholders orally or electronically (including by telephone, electronic messaging and mobile applications) . The Customer takes the risk of such communications with DSO and DSO shall be entitled to rely and act upon such communications. DSO will not be liable for any loss arising as a result of acting on the basis of such communications and the Customer agrees to indemnify DSO in consequence of it accepting and acting upon such communications, whether or not such communications were given or sent by the Customers or Cardholders.

19.DISCLOSURE

(A) The Customer declares that all information given in DS Fuel Card Application Form and Personal Information that may be provided to DSO as and when required by DSO is or will be true, accurate and complete. The Customer agrees to provide DSO with Personal Information as may be required by DSO from time to time for purposes of application and all other matters relating to DS Fuel Card and understands all Personal Information provided by the Customer will be used and relied upon by DSO for the said purposes. The Customer declares that the Customer has obtained the necessary consents from the Cardholders, vehicle owners or such other person whose Personal Information may be provided in the Application or subsequent use of the DS Fuel Cards.

(B) The Customer authorises and gives consent to DSO to obtain, retain, use and/or disclose Personal Information (including name, contact information, telephone/mobile number, email address and mailing address, service and product combination, transaction method, financial background, demographic data) and DSO shall be entitled and is hereby irrevocably authorised by the Customer to disclose the Personal Information obtained (whether from the Customer, its Cardholders or any other source) by DSO to:(i) its related entities including any subsidiaries, holding companies, affiliates, representatives of DSO or company that are represented by DSO; (ii) any person who provides marketing research, advertising company and or related services, administrative, payment collection or other services to DSO;(iii) DSO’s current or prospective business partners, strategic partners, dealers or agents, contractors, suppliers (including Caltex) ;(iv) professional consultants, including accountants, auditors and lawyers;

(v) any persons as the Customer may request for such disclosure;(vi) any required financial institutions or credit card providers, credits information or debt collection agencies, in order to establish and support the need for any payment service;(vii) banks, insurance agencies, insurance companies, billing agencies and other business partners for exclusive membership redemption purposes, including but not limited to membership registration in any occasions;(viii) any proposed and actual organisations, participants, assignees or transferees that are participating in all or any part of DSO’s transfer or sale of DSO’s assets or business (including accounts and account receivable) , enterprise risk and capital raising, business operation;(ix) any person who has a legitimate interest to be informed of such Personal Information or deemed necessary or related to the provision of the Services and Products to the Customer and Cardholders;(x) any person who is under any statutory or contractual obligations or court order or legal requirements;(xi) any person in or outside Singapore who requires the Personal Information for the abovementioned purposes, for which such transfer of Personal Information shall strictly comply with current Personal Information protection legislation and shall be kept as confidential;(xii) Caltex and Authorised Resellers; or(xiii) any other person under a duty of confidentiality to DSO.

(C) Without prejudice to the generality of Clauses 19(A) and 19(B) , by making an Application, the Customer agrees that DSO and Caltex may collect, use and disclose all Personal Information as provided in the Application, or (if applicable) obtained by DSO or Caltex as a result of Customer’s use of the DS Fuel Cards, for the following purposes in accordance with the Personal Data Protection Act 2012 and DSO’s and Caltex’s respective data protection policies:(i) the processing of the Application;(ii) the administration of the Application and the Account with DSO and/or Caltex; and/or(iii) if applicable, the other purposes set out in the Site and/or Caltex’s website at https://www.caltex.com/sg/privacy-statement.html.Customer agrees that by making the Application, DSO may transfer the information provided in the Application to Caltex.

(D) DSO may disclose Personal Information for the purposes of sending promotional, marketing and other publicity information from DSO, Caltex and/or any parties mentioned above in Clause 19(B) via mobile phone number, mailing address and/or email address from time to time. DSO shall be further entitled and is hereby irrevocably authorised by the Customer, in the event the Customer fails to make payment pursuant to Clause 7, to disclose Personal Information to consumer credit entities, agencies or bureaus who may retain, compile, interpret, report, synthesize, process or disclose such Personal Information to other credit grantors, agents or organisations for purposes of, including without limitation, conducting credit checks, assessing creditworthiness, collecting debts, determination of indebtedness and liabilities and other purposes incidental thereto. DSO may also disclose Personal Information for the following purposes: (i) in the course of any business carried on by them to utilise such Personal Information (including but not limited to daily operation of DSO’s business administration, accounting, telecommunications, account receivable, credits reference, advertising, market adjustment, computing, billing, statement issue or other services provided by any agencies, contractors or other third parties) ; (ii) to review, verify and approve the Customer’s loan, credit rating, financial and credits status (including but not limited to the period of using the DS Fuel Cards) to ensure that the Customer’s financial status will be sufficient to pay DSO; (iii) for bank and credit card payment authorisation application purposes;(iv) the issuance of debt collection letters, cover debt or outstanding amount, debt collection from the Customer, its guarantor or third party payor; (v) to update, compare and verify customer information, finance, credits status and record to ensure the vehicle owner’s personal or business financial status will be sufficient to pay DSO; (vi) any Personal Information about third party payors or the Customer to vehicle owners (if the Customer is not the vehicle owner) ;(vii) provide fuel discount, customer loyalty programs, rewards and promotions; (viii) to contact the Customer, handle enquiries, recommendations and complaints, data analysis and statistics; (ix) deliver DSO’s or its business partner’s products or services, marketing promotion, the latest information (including the latest information on services and products launched or developed from time to time) , mutual marketing promotion (including but not limited to insurance related services and products, gifts, discount, promotion and information) and/or to transfer such Personal Information to services and products suppliers or third parties (in order to provide the Customer with a variety of services and products with the latest news, promotion, daily operation and information) ; and/or to design customer loyalty and reward programs and for direct marketing purposes; (x) to promote car and other insurance related services and products of other companies; (xi) for DSO’s or other companies to offer services and products that may be of interest to the Customer; (xii) for the purpose of establishing a central database, wherein the information in the central database will be used for marketing promotion, market research, financial, loan, credit and record checking and/or review purposes; and (xiii) any other purposes which are explicitly stated in these Terms and Conditions and/or necessary or related to the provision of the Services and Products to the Customer and Cardholders.

(E) DSO and/or Caltex may also disclose the Customer’s Personal Information to third parties in circumstances where DSO and/or Caltex believes that the law requires it or in response to what DSO and/or Caltex believes in its sole discretion to be an emergency. DSO and/or Caltex reserves the right to co-operate with law enforcement agencies and regulatory bodies with respect to the use of DS Fuel Card for illegal activities and DSO and/or Caltex also reserves the right to report any suspected illegal activity for investigation or prosecution.

(F) DSO and/or Caltex cannot and does not assume any responsibility or liability whatsoever for any actions, negligence or omissions of any such agents, current or prospective business partners, other strategic partners, consumer credit entities, agencies or bureaus, credit grantors, agents or organisations or other third parties to which Personal Information is disclosed pursuant hereto, including the way in which they retain, compile, interpret, report, synthesize, process, disclose or use such information.

20.GOVERNING LAW AND JURISDICION

(A) This Agreement shall be governed by and construed in accordance with the laws of Singapore and the parties hereby agree to submit to the exclusive jurisdiction of the courts of Singapore.

(B) A party who is not a party to these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term hereunder (save for Caltex and each Authorised Reseller who may respectively enforce the terms of these Terms and Conditions to the extent any rights or benefits are conferred thereunder upon Caltex and/or the Authorised Reseller) but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

21.WARRANTIES AND OTHER TERMS

(A) All conditions and warranties, whether expressed or implied and whether arising under any law, regulation or otherwise, as to the condition, suitability, quality, fitness for purpose or safety of the Products are expressly excluded to the extent permitted by law.

(B) The Customer shall promptly notify DSO of any violation of these Terms and Conditions.

(C) If DSO and the Customer have entered into any previous agreements relating to the use of DS Fuel Cards, the provisions in these Terms and Conditions shall prevail in the event of any inconsistencies with the terms of such previous agreements.

(D) These Term and Conditions are written in English and other languages. In case of inconsistency between the English version and the versions in other languages, the English version shall prevail.