Apply for a vendor account - Sekida Marketplace

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I/We accept the Terms of Use

TERMS AND CONDITIONS APPLICABLE TO USE OF SANTOVA’S ONLINE PORTAL MARKETPLACE "SEKIDA" ("Terms of Use")

DEFINITIONS
In these Terms of Use, the following words will have the following meanings:
1. “Buyer” means a User and / or External Party who is a purchaser or prospective purchaser of products from a Third Party Seller on SEKIDA.
2. “External Party” means any individual or organisation with approved access to SEKIDA or any other Santova System.
3. “Password” shall be a word or phrase made up of alphanumeric (both letters and numbers) characters, the rules of which are stipulated by Santova from time to time, chosen by the Primary External User or Secondary User, as the case may be, which is used as authentication and additional security during the access procedure.
4. “Primary External User/s” means the person or entity, that has registered to use SEKIDA on behalf of the External Party, and is nominated by the External Party to be responsible for administrating the Secondary User accounts and/or any other administrative tasks on behalf of that External Party.
5. “Santova” means Santova Express Singapore Pte. Ltd. (Registration Number: 202104625E), a company incorporated in Singapore, as well as its authorised agents.
6. “Santova Limited Group” means the Santova Limited (Registration Number 1998/018118/06) Group of Companies and includes all of its subsidiaries.
7. “Secondary User/s” means any person/s authorised or deemed to be authorised by the Primary External User to use SEKIDA.
8. “SEKIDA” means Santova’s online portal marketplace which is an ecommerce Platform, accessed at www.sekida.com, which is owned and operated by Santova. SEKIDA provides a Business to Business and Business to Consumer trading environment.
9. “Third Party Seller/s” means a User and / or External Party who sells or attempts to sell product on SEKIDA to Buyers and prospective Buyers.
10. “User/s” means any party that accesses or uses SEKIDA or which enters data into the SEKIDA system. This includes, but is not limited to, the Primary External User and the Secondary User. A User may be a Buyer, Third Party Seller or another party who accesses, or enters data into, the SEKIDA.
11. “User Name” means the name assigned to the Primary External User or Secondary User upon successful registration to SEKIDA and should be used to access SEKIDA in conjunction with the Password.
USE OF SEKIDA SUBJECT TO CONDITIONS
1. The use of SEKIDA is provided subject to these Terms of Use.
2. By using SEKIDA and by clicking on or accessing any part of SEKIDA as may be applicable, the User and External Party acknowledge and agree to be bound by these Terms of Use.
3. The User and External Party acknowledge and agree that by using SEKIDA either the User or the External Party or both shall have the opportunity to contract directly with third parties on terms and conditions applicable between the User and/or External Party or both and the relevant third party.
4. Santova is neither the Buyer nor the Third Party Seller of any products contained on SEKIDA. Products are sold by Third Party Sellers and purchased by the Buyer.
5. Santova relies on inventory information supplied by the relevant Third Party Seller and accordingly Santova bears no liability for any inaccuracies in the information supplied and published on SEKIDA. Consequently, should a Buyer order any products on SEKIDA which are in fact out of stock, any resulting dispute shall be resolved between the Buyer and the relevant Third Party Seller.
6. In the event that the User clicks, accepts or accesses any other site or portal via a link or third party link embedded within SEKIDA, the User agrees to the terms and conditions of the site or portal accessed via that link or third party link.
7. If a Buyer places product/s in a wishlist or in a shopping basket without completing the order and payment of the product, an order for such products is not constituted or created, and as such, products may be removed from the wishlist or shopping basket if stock is no longer available or the price thereof may be changed, without notice to the Buyer. Santova and the Third Party Seller shall not be liable for any products that are not available, or are no longer available at a particular price, when a Buyer attempts to conclude any order for these products.
8. Whilst SEKIDA may indicate the acceptance or confirmation of an order for a product, an agreement of sale between the Buyer and the Third Party Seller of the product shall only come into existence upon the successful delivery of the product. Any orders that cannot be fulfilled shall be cancelled and any funds paid for such orders shall be refunded to the Buyer, where relevant.
9. The policy with regards to cancellation of orders placed on SEKIDA is governed by agreement of sale between the Buyer and the Third Party Seller.
10. Not all Third Party Sellers are registered for VAT or other applicable forms of sales tax. Third Party Sellers who are registered for VAT or other applicable sales tax, shall charge the VAT or other applicable sales tax and issue a tax invoice accordingly.
11. Any price displayed for a product shall not include the costs for transport, delivery, customs VAT, duty and / or any other applicable charges. These additional charges shall be quoted separately by the relevant party offering the applicable service and are subject to change.
12. Delivery of a product shall take place at the address nominated by the Buyer. Neither the Third Party Seller, nor Santova, shall bear any liability for the loss or damage of any product after it has been delivered to the nominated address.
13. Any returns policy for a Product shall be subject to the terms and conditions of the relevant Third Party Seller from whom the Buyer purchased the product.
14. The User and External Party acknowledge that SEKIDA will enable the User to access SEKIDA as well as associated services from third parties. The User and the External Party acknowledge and agree that SEKIDA is offered by Santova subject to these Terms of Use, and any other relevant contract signed directly with Santova, but the associated services offered by third parties (whether or not that party is another member of the Santova Limited Group or not) shall be subject to separate terms and conditions applicable between the User and / or External Party and the relevant third party.
15. The use of any payment portal on SEKIDA shall be subject to the terms and conditions of the organisation which provides the payment portal.
16. When a Buyer leaves a rating or review of a product or when a User and/or External Party leaves a rating or review of SEKIDA, they consent to Santova using that rating or review as Santova deems fit, which includes, but is not limited to, use on SEKIDA, on other websites, in newsletters or in other marketing material.
17. Santova may for purposes of preventing suspected fraud, cyber criminal activity and any other illicit activity or where it suspects that a User and / or External Party abuses SEKIDA, suspend, terminate access, ban, and/or blacklist the User and / or External Party from SEKIDA.
18. Santova reserves the right to amend these Terms of Use from time to time.
INTERNET CONNECTION
1. Should the User and / or External Party obtain access to SEKIDA via the Internet, the User and / or External Party must register with an Internet Service Provider prior to use of SEKIDA. The User and External Party shall ensure that their chosen Internet connection bandwidth is sufficient and that they have sufficient data available to access and fully utilise SEKIDA.
2. The User and / or External Party will be solely responsible for the acquisition, installation and maintenance of the connection to the Internet and any related costs or expenses will be borne by the User and / or External Party.
3. Should the Internet software and hardware requirements of SEKIDA be modified with a view to improving or upgrading SEKIDA, the resultant cost of any hardware, software or Internet connection required for use of the system will be for the User’s and / or External Party’s own account.
4. In the event that the User and / or External Party experiences problems with the Internet and the Internet connection, it is the User’s and / or External Party’s responsibility to liaise with their Internet Service Provider prior to contacting Santova.
OPERATION OF THE ACCOUNT
1. The User and / or External Party authorises Santova to carry out any and all instructions provided by the User and / or External Party in SEKIDA, provided that the instructions are authenticated by the use of:
  1. the User Name and Password; or
  2. any other procedures which may be agreed to in writing between the User and / or External Party and Santova.
2. The User and / or External Party accepts the limits imposed on the use of SEKIDA. These limits may be altered at any time.
DUTIES OF THE USER
1. The User must keep its User Name and Password secret. The User must not disclose the User Name or Password, thereby giving access to any unauthorised person.
2. The User and / or External Party must take all reasonable precautions to prevent unauthorised use of SEKIDA and to prevent unauthorised access to SEKIDA. This includes the External Party and the Primary External User ensuring that the former employees and agents of the External Party have their access to SEKIDA removed immediately on termination.
3. If the User suspects that the User Name or Password has become known to someone else, the User must immediately notify Santova and immediately change the User Name and/or Password.
4. The User and / or External Party must notify Santova immediately upon identifying a breach, or potential breach, of security on SEKIDA or any Santova website or system, and provide reasonable assistance to rectify the breach.
5. When accessing or using SEKIDA the User and / or the External Party agree that the they will not:
  1. violate any local, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and tax laws;
  2. use manual or automated software, devices, scripts, robots or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in SEKIDA;
  3. use SEKIDA for any commercial or other purposes that are not expressly permitted by these Terms of Use;
  4. copy, store or otherwise access any information contained on SEKIDA for purposes not expressly permitted by these Terms of Use;
  5. infringe the rights of Santova, any Buyer, any Third Party Seller or any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
  6. interfere with or damage SEKIDA including, without limitation, through the use of viruses, cancel bots, DDos attacks, Trojan horses, harmful code, flood pings, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
  7. use SEKIDA to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
  8. use SEKIDA in connection with the distribution of unsolicited commercial email ("spam") or advertisements
  9. "stalk" or harass any other User, or collect or store any personally identifiable information about any other User other than for purposes of transacting as a Buyer or Third Party Seller or other Service Provider;
  10. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
  11. use automated scripts to collect information from or otherwise interact with SEKIDA;
  12. use SEKIDA to find a Third Party Seller or Buyer and then complete an order or product or services independent of SEKIDA;
  13. access, tamper with, or use non-public areas of SEKIDA or the systems of any other party which uses SEKIDA;
  14. attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures related to SEKIDA;
  15. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Santova or any other third party (including another User) to protect SEKIDA;
  16. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use SEKIDA to send altered, deceptive or false source-identifying information;
  17. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide SEKIDA;
  18. copy any content or information contained on SEKIDA for any purpose other than as is necessary to complete a transaction between a Buyer and Third Party Seller or provide an associated service;
  19. in any way display, copy, publish, post, print, or otherwise use SEKIDA and/or the information contained therein without the express prior written consent of an authorised Santova representative; or
  20. advocate, encourage, or assist any third party in doing any of the foregoing.
UNAUTHORISED USE OF THE USER NAME AND PASSWORD
1. If any unauthorised person obtains the User Name and/or Password in any manner whatsoever, such a person will be regarded as the User’s and, where applicable relevant External Party’s, duly authorised agent with full authority to use SEKIDA on the User’s and / or External Party’s behalf, unless the User or External Party is able to prove that the person has obtained the User Name and/or Password due to Santova’s gross negligence or due to internal fraud within Santova.
2. Former employees or former agents of the External Party who do not have their access removed are considered to be the External Party’s (and, where applicable, the User’s) duly authorised agent.
3. In the event that the correct username and password relating to a User’s and / or External Party’s account have been entered, irrespective of whether the use of the username and password is unauthorised or fraudulent, the User and / or External Party shall be liable for any transactions and other obligations arising which may include, but shall not be limited to, the purchase or sale of products and / or services.
THE SECONDARY USER
1. By requesting the creation of any users, the Primary External User and relevant External Party hereby provides Santova with the necessary authorisations in terms of which the Secondary Users are authorised to use SEKIDA.
2. The Primary External User is entitled to appoint new Secondary Users by either providing Santova with amended written authorisations from time to time or by creating or amending Secondary User directly through the online portal itself. Unless specifically requested otherwise, Secondary Users will be created with the same profile as the requesting Primary External User.
3. It is the Primary External User’s and External Party’s responsibility to control and restrict access to SEKIDA. Santova will supply the Primary External User with the means to register Secondary Users. The Secondary Users may change this Password at any time, but is entirely responsible for the secrecy of the Password.
4. Notwithstanding clause 6.1 above, it is the responsibility of the External Party to ensure that all Users of that External Party are authorised to access SEKIDA, and Santova shall not be responsible or liable for all or any damage, loss or consequential damage howsoever caused by the failure of the External Party to manage and / or remove Users.
5. The Primary External User may revoke a Secondary User’s access to SEKIDA at any time by either giving Santova written notice of the revocation or revoking Secondary User access directly through the online portal itself.
LIABILITY FOR LOSS OR DAMAGE
1. The User and External Party acknowledge that the use of SEKIDA and the Santova websites are at their own risk.
2. The User and External Party acknowledge that SEKIDA relies solely on the input of information by Users. Santova therefore cannot guarantee the accuracy of the information contained in SEKIDA.
3. The User and External Party acknowledge and agree that by using SEKIDA either the User or the External Party or both may contract directly with third parties. As Santova is not a party to these contracts, Santova shall not be liable for any damage, loss or consequential damage, howsoever caused, arising out of the User’s and / or External Party’s contracts with third parties concluded through the use of SEKIDA.
4. 8.4 Santova, and any entity within the Santova Limited Group, will not be responsible or liable for all or any damage, loss or consequential damage howsoever caused by the use of SEKIDA which includes, but is not limited to, damage which the User and / or External Party may suffer as a result of:
  1. the inaccuracy of any information on SEKIDA and / or on the Santova / Santova Limited Group websites;
  2. any malfunction or defect in the SEKIDA system, the Santova / Santova Limited Group websites or the hardware used by the User and / or External Party;
  3. any defect in the software used by the User and / or External Party to gain access to SEKIDA;
  4. any act or omission by the Internet Service Provider or any defect in the Santova / Santova Limited Group websites or SEKIDA or any other medium by which access is gained to SEKIDA;
  5. SEKIDA being off-line or unavailable for any reason;
  6. any industrial action;
  7. any other circumstances not reasonably within Santova’s control;
  8. erroneous, unauthorized, incomplete, or unlawful access and / or instructions by the User and / or External Party;
  9. unlawful or unauthorised access by any other person(s);
  10. any loss or damage arising out of any contract concluded with a third party;
  11. clicking, accepting or accessing any other site or portal via a link or third party link embedded within SEKIDA;
  12. claims against the User and / or External Party by any other party, including but not limited to, other users of SEKIDA who may or may not have contracted with the User and / or External Party through SEKIDA;
  13. the change of price of a product or any product being unavailable or out of stock;
  14. any change in the value of customs VAT or duty applicable to any product and / or any delay or charge arising out of any applicable customs and / or government stop, action, sanction, intervention and / or notice.
  15. the purchase of a defective, incomplete and / or inaccurate product which a Buyer ordered from a Third Party Seller by contracting with that party directly through SEKIDA;
  16. the failure of a product to be successfully and / or safely delivered, which a Buyer ordered from a Third Party Seller by contracting with that party directly through SEKIDA;
  17. any damage to the product after the delivery of the product to the address nominated during the order or on a Buyer’s account;
  18. the use of any payment portal on SEKIDA;
  19. Santova’s failure to send notices to the User and / or External Party; and
  20. the negligence or gross negligence of Santova, any entity within the Santova Limited Group of Companies, and its employees and / or agents.
INDEMNITY AND WARRANTY BY THE USER
1. The External Party and / or the User indemnify Santova against any damage, loss and / or consequential damage that Santova may suffer as a result of the External Party’s and / or the User’s use of SEKIDA.
2. The External Party and the User hereby warrant to Santova that they have the required legal capacity and are duly authorised to enter into and be bound by these Terms of Use.
3. In the event that the User is an individual the User warrants that they are of legal age to contract in the User’s jurisdiction and have full legal capacity. In the event the User not legally permitted to enter into a binding agreement, then the User may only use the Website under the supervision of the User’s parent or legal guardian. In this event, the User and their parent or guardian agree to be bound to these Terms of Use and the User’s parent/s or guardian/s agree to be liable and responsible for the User’s obligations arising out of the use of SEKIDA.
CHARGES AND FEES
1. Santova may vary the charges, fees, costs, taxes, commission charges and levies in respect of SEKIDA on notice to the User and / or External Party.
INTELLECTUAL PROPERTY
1. Santova retains ownership of all copyright and other intellectual property rights in SEKIDA and well as in all material, including logos, programming code, programming tools and other graphics and multimedia works published on or through SEKIDA and / or on the Santova / Santova Limited Group websites.
2. The logos and trademarks shown on SEKIDA and / or on the Santova / Santova Limited Group websites are Santova’s registered and unregistered trademarks, or that of another entity within the Santova Limited Group, or that of third parties.
3. Nothing on SEKIDA or any Santova / Santova Limited website should be construed as granting any license or right to use any trademark without Santova’s prior written consent and/or the prior written consent of the relevant entity within the Santova Limited Group and/or third parties, as the case may be. The User and / or External Party may not, without Santova’s prior written consent, use Santova’s intellectual property, the intellectual property of any other entity within the Santova Limited Group or the intellectual property of third parties, for any purposes whatsoever.
4. The User and / or External Party is prohibited from spoofing, linking and framing any part of the website.
TERMINATION, SUSPENSION OR WITHDRAWAL OF SEKIDA
1. Santova is entitled, at its discretion to terminate all or part of SEKIDA at any time Santova deems it necessary.
2. In order to protect the User and / or External Party, Santova is entitled to immediately suspend or withdraw all or part of SEKIDA if:
  1. SEKIDA is being used contrary to the Terms of Use of this agreement;
  2. Santova has reasonable grounds to believe that the SEKIDA may be used negligently, illegally or fraudulently; or
  3. Santova believes that the security of the systems used to provide SEKIDA may be compromised.
  4. Santova is of the view that SEKIDA is no longer a viable or feasible tool.
3. In the event of the User not utilising SEKIDA for a period of 6 (six) months or longer Santova reserves the right, but is not compelled, to terminate that User’s access to SEKIDA without prior notice. The User may reapply for SEKIDA at any time, where applicable.
4. Santova shall at all times and for whatever reason, have the sole and exclusive right to suspend or terminate SEKIDA without any prior notification and without providing any reason for such termination or suspension.
5. The User and / or External Party acknowledge and accept that SEKIDA may become unavailable from time-to-time due to various circumstances, including:
  1. Technical failure or problems with SEKIDA,
  2. Infrastructure: technical problems with third party information technology systems,
  3. Unavailability of telecommunication or electricity services,
  4. Other circumstances which are beyond the control of Santova.
CONFIDENTIALITY AND SECURITY
1. Information uploaded by a User and / or External Party for display on SEKIDA is public information. Accordingly, Santova shall not be held responsible for the confidentiality of public information uploaded into SEKIDA.
2. The User and External Party acknowledge that information transmitted through the Internet or any other communication system, including wireless communication system, is susceptible to unlawful access, distortion and monitoring and that the User and External Party uses SEKIDA at its own risk.
3. Santova’s management of a User’s personal information (personal data) shall be subject to the terms and conditions set out in the Data Privacy Policy available on SEKIDA and / or at www.santova.com. Santova may use a User’s personal data for the purpose of effecting or carrying out transactions contemplated on SEKIDA. In providing the data, the User consents to the collection, use and disclosure of the data for this purpose.
4. Santova cannot guarantee that third parties may not make unauthorised or unlawful use of your personal information (personal data) beyond Santova’s control. Accordingly, Santova shall not be liable for any loss or damage, howsoever caused, arising out of the unauthorised or unlawful disclosure of a User’s and / or External Party’s personal information (personal data) by any third party beyond Santova’s control.
5. Santova does not regulate how third parties manage personal information (personal data) provided to those third parties. Accordingly, Santova shall not be liable for any loss or damage, howsoever caused, arising out of the User and / or External Party disclosing their personal information (personal data) to a third party. By providing personal information (data) to third parties, the User and / or External party are deemed to have familiarised themselves with such third parties data protection and privacy policies.
DOMICILIUM AND COMMUNICATION
1. The User’s and External Party’s physical addresses, as provided to Santova, are the addresses (domicilium citandi et executandi) which the User and External Party choose as the address where any process of court may be served on the User and / or External Party (‘domicile address’). The User’s and External Party’s mail address (be it residential, postal or electronic) will be used to forward statements, notices or other communications.
2. If the User and / or External Party moves to another physical address, changes the mail address or wish to give Santova any notice, the User and / or External Party must inform Santova in writing.
3. Notices given by Santova will be regarded as having been received by the User and / or External Party:
  1. by prepaid post to the User and / or External Party mail address, 7 (seven) days after posting;
  2. by hand, on the date of delivery;
  3. by telefax, at the time of transmission;
4. An e-mail message will be deemed to be sent:
  1. by the User and / or External Party, at the time at which Santova is capable of accessing such message;
  2. by Santova, at the time shown on the message as having been sent, or if not so shown, at the time shown on Santova’s computer system as having been sent.
5. An e-mail message is deemed to be received:
  1. by the User and / or External Party once it becomes capable of being retrieved by the User and / or External Party;
  2. by Santova, once Santova has confirmed receipt thereof to the User and / or External Party, or responded thereto, whichever is the earlier.
6. An e-mail message shall be attributed:
  1. to the User and / or External Party, if it purports to have originated from the User and / or External Party, irrespective of the fact that someone else may have impersonated the User and / or External Party or whether the message sent to Santova resulted from an error or malfunction in the communication system;
  2. to Santova, if it has been sent by a duly authorised representative and such representative acted within the scope of such authority or by an automated system programmed by Santova and such system operated without error or malfunction.
GENERAL
1. This agreement, and any other applicable agreement signed by the User and / or External Party directly with Santova itself, constitute the sole record of the agreement between the parties in regard to the subject matter thereof.
2. No addition to, variation or consensual cancellation of this agreement shall be of any force or effect unless in writing and signed by or on behalf of all the parties.
3. No indulgence which any of the parties ("the grantor") may grant to any other or others of them ("the grantee(s)") shall constitute a waiver of any of the rights of the grantor, who shall not thereby be precluded from exercising any rights against the grantee(s) which might have arisen in the past or which might arise in the future. If Santova, for any reason or purpose, does not immediately enforce or implement any of Santova’s rights in terms of these Terms of Use, it does not mean that Santova has abandoned or waived any of those rights.
4. The User and External Party shall not be entitled to cede, assign or otherwise transfer all or any of its rights, interest or obligations under and in terms of this agreement. Santova shall be entitled to cede, assign or otherwise transfer all or any of its rights, interest or obligations under and in terms of this agreement.
5. Notwithstanding the provisions of any legislation or other law regulating electronic communications and transactions, Santova shall only be deemed to have received electronic data and/or messages when such electronic data and/or messages have been retrieved, processed and read by the addressee. Under no circumstances whatsoever and howsoever arising (including negligence on the part of Santova or its employees) shall Santova be liable for any loss or damage arising from or consequent upon the provision by Santova to the User and / or External Party in whatever manner and/or form, of incorrect information, including electronically communicated information or data, where such incorrect information or data has been generated by and provided to Santova by any person with whom Santova conducts business, and/or any other third party. Santova shall furthermore under no circumstances whatsoever be liable for any loss or damage arising from or consequent upon any failure and/or malfunction, for whatever reason, and regardless of negligence in whatever degree or part of Santova, of Santova’s computer systems and/or software programmes, provided and/or operated by Santova and/or by any person with whom Santova conducts business, and/or any 3rd party, and which systems shall include, but not be limited to, Santova’s suite of software packages or electronic automated information service to the User and / or External Party.
6. This agreement (and any annexure hereto) shall be interpreted, implemented and deemed to have been completed in Singapore and shall be governed by, and construed in accordance with, Singapore law.
7. Subject to clause 15.8 below, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in Singapore at the laws of SingaporeSingapore International Arbitration Centre ("SIAC") or at such other venue in Singapore as the Parties may agree in writing in accordance with the SIAC Rules. A tribunal shall consist of a single arbitrator to be appointed by the chairman of the SIAC. The decision of the tribunal shall be final and binding on both Parties. The language of the arbitration shall be English. The Parties hereto undertake to keep the arbitration proceedings and all information, pleadings, documents, evidence and all matters relating thereto confidential.
8. The provisions of clause 15.7 above shall not apply to any dispute or claim arising out of or in connection with the non-payment by the Buyer to Santova, nor prevent or delay any party from applying for any injunctive or equitable relief and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the Singapore Courts for this purpose.
9. If Santova, for any reason, has to recover any amount by way of civil legal proceedings in the Singapore Courts, including but not limited to the circumstances set out at clauses 15.7-15.8 above, the User, External Party and/or Buyer shall pay the entirety of Santova’s costs of obtaining and enforcing judgment against such Party pursuant to this Agreement (including legal costs, costs of correspondence, communication and court proceedings) on an indemnity basis with interest of 5.33% per annum.