PUBLIC OFFER (TERMS OF SERVICE)
FOR DOMAIN ADMINISTRATION SERVICES

1. DEFINITIONS AND INTERPRETATION
   1. In this Offer, the following terms have the meanings set out below.
      1. "Acceptance" has the meaning set out in clause 3.1.
      2. "Affiliate" means, in relation to a person, any entity that controls, is controlled by, or is under common control with that person.
      3. "Agency Fee" means the fee payable by the Registrant to MANIANA equal to ten per cent (10%) of the Third-Party Costs.
      4. "Business Day" means a day on which banks are open for general business in Singapore, excluding Saturdays, Sundays and public holidays.
      5. "Crypto-Asset" means a digital representation of value listed in clause 11.2 or otherwise accepted by MANIANA from time to time.
      6. "Domain" means a domain name in respect of which MANIANA provides Services to the Registrant.
      7. "GDPR" means Regulation (EU) 2016/679 and, as applicable, the United Kingdom General Data Protection Regulation.
      8. "ICANN" means the Internet Corporation for Assigned Names and Numbers.
      9. "Offer" means this public offer of terms, as amended from time to time in accordance with clause 24.
      10. "PDPA" means the Personal Data Protection Act 2012 of Singapore, as amended.
      11. "Privacy Notice" means MANIANA's privacy notice published at https://maniana-corp.com.
      12. "Registrant" has the meaning set out in the preamble.
      13. "Registrar" means a third-party domain name registrar accredited or authorised by the relevant Registry.
      14. "Registry" means the operator of the registry for a top-level domain.
      15. "Services" means the services described in clause 2.
      16. "SIAC" means the Singapore International Arbitration Centre.
      17. "Third-Party Costs" means the fees actually incurred by MANIANA and payable to a Registrar, Registry, proxy provider, certificate authority or similar third party in connection with the Services.
      18. "WHOIS" means the protocol and database used to publish registration data for domain names.
   2. References to a clause are to a clause of this Offer. Headings are for convenience only and do not affect interpretation.
   3. The words "include", "including" and "in particular" are without limitation.
   4. References to a statute or rule include any subordinate legislation made under it and any modification or re-enactment of it.
   5. "Writing" includes email and any equivalent electronic record.
2. SCOPE OF SERVICES
   1. MANIANA agrees to provide the following services to the Registrant on the terms of this Offer (the "Services"):
      1. registration, renewal and transfer of Domains procured through Registrars;
      2. payment of Third-Party Costs to Registrars on the Registrant's behalf;
      3. technical administration of Domains where reasonably required and on the Registrant's instructions; and
      4. where ordered by the Registrant, the following ancillary services: DNS hosting, SSL certificate procurement and WHOIS privacy or proxy services (the "Ancillary Services").
   2. This Offer covers only the Services. Any other services offered by MANIANA, including software procurement, telecommunications, business communications, catalog management, invoicing or related services, are not within the scope of this Offer and require a separate written agreement.
   3. MANIANA performs the Services with reasonable skill and care. Subject to clause 22 and to any mandatory consumer rights, the Services are provided on an "as is" basis and MANIANA gives no other warranty.
3. ACCEPTANCE OF THIS OFFER
   1. The Registrant accepts this Offer ("Acceptance") on the earlier of:
      1. payment by the Registrant of an invoice issued by MANIANA in respect of the Services; and
      2. any actual use by the Registrant of any Service, including the registration, renewal, transfer or use of any Domain procured through MANIANA.
   2. No signature is required. From Acceptance, this Offer is binding on the Registrant.
   3. The Registrant warrants that the person accepting this Offer has authority to bind the Registrant.
4. AGENCY; STATUS OF DOMAINS
   1. MANIANA acts as agent of the Registrant in procuring Domains and in paying Third-Party Costs. MANIANA does not act as principal in respect of the registration of any Domain.
   2. Each Domain is registered to, and is administered by, the Registrant as registrant of record. MANIANA acquires no right, title or interest of any kind in any Domain at any time.
   3. The Registrant is and remains the sole administrator of each Domain.
5. TEMPORARY REGISTRATION
   1. Where a Registrar's policies or technical requirements require it, a Domain may, on an exceptional basis, be temporarily registered in MANIANA's name pending transfer to the Registrant.
   2. Any temporary registration under clause 5.1:
      1. creates no proprietary, beneficial, fiduciary or other right or interest in MANIANA in the Domain;
      2. does not give rise to a bare trust, nominee holding, fiduciary holding or any analogous arrangement, and is not to be construed as such; and
      3. is held for the sole purpose of enabling the prompt transfer of the Domain to the Registrant.
   3. MANIANA shall transfer the Domain to the Registrant promptly on:
      1. the written instruction of the Registrant; and
      2. full payment of all sums then due to MANIANA under this Offer in respect of that Domain and any other Services.
   4. On transfer, MANIANA expressly disclaims any present or future right, title or interest of any kind in the Domain.
6. REGISTRARS, REGISTRIES AND ICANN POLICIES
   1. The Registrant acknowledges that the registration, maintenance, transfer and use of each Domain are subject to:
      1. the terms and conditions of the relevant Registrar;
      2. the policies of the relevant Registry, including any policies specific to the relevant top-level domain and, where applicable, any country-code top-level domain; and
      3. ICANN policies, including the Registrar Accreditation Agreement and the Uniform Domain-Name Dispute-Resolution Policy.
   2. The Registrant agrees to comply with the policies and terms set out in clause 6.1. The Registrant accepts that MANIANA has no power to vary, amend or disapply those policies and terms.
   3. Where a Registrar or Registry requires the Registrant to enter into terms directly with it, the Registrant shall do so promptly on request.
7. REGISTRANT'S OBLIGATIONS
   1. The Registrant shall:
      1. provide accurate, complete and up-to-date information required for the registration and administration of each Domain and for KYC, AML and sanctions screening;
      2. update that information without undue delay if it changes;
      3. comply with the requirements of the relevant Registrars and Registries, ICANN policies and applicable law; and
      4. be solely responsible for the lawfulness of the use and content of each Domain.
   2. The Registrant warrants that any information it provides is accurate and that it has the right to provide that information for the purposes of the Services.
8. ACCEPTABLE USE
   1. The Registrant shall not use, permit the use of, or procure the registration or renewal of any Domain for or in connection with:
      1. any content or activity that is unlawful under the law of Singapore, the law of the Registrant's jurisdiction, or the law of the place of the relevant Registry;
      2. infringement of intellectual property rights;
      3. phishing, malware distribution, command-and-control infrastructure for malicious code, or other cybercrime;
      4. circumvention of sanctions or export controls; or
      5. harassment, exploitation, abuse, or any material that sexually exploits or endangers minors.
   2. MANIANA may, on reasonable suspicion of breach of clause 8.1, refuse to procure or renew a Domain, suspend the Services in whole or in part, and terminate this Offer in accordance with clause 20.
9. SANCTIONS, AML AND KYC
   1. The Registrant warrants on a continuing basis that:
      1. it is not a person subject to sanctions imposed by the Monetary Authority of Singapore, the United Nations Security Council, the United States Office of Foreign Assets Control, the United Kingdom Office of Financial Sanctions Implementation, the European Union, or any other sanctions regime applicable to MANIANA;
      2. it is not owned or controlled by, or acting on behalf of, any such sanctioned person; and
      3. the funds, including any Crypto-Assets, used to pay any sum under this Offer are not derived from any sanctioned, criminal or otherwise unlawful source.
   2. The Registrant shall cooperate with reasonable KYC, source-of-funds and source-of-wealth requests by MANIANA and provide supporting documentation on request.
   3. MANIANA may require the Registrant to complete KYC and screening prior to acceptance of any order. MANIANA may suspend or terminate the Services if KYC cannot reasonably be completed.
   4. Any breach of this clause 9 entitles MANIANA to terminate this Offer immediately under clause 20.3.
10. FEES AND PAYMENT
    1. The Registrant shall pay MANIANA, in respect of each Domain or Service:
       1. the Third-Party Costs actually incurred by MANIANA in respect of that Domain or Service; plus
       2. the Agency Fee, equal to ten per cent (10%) of those Third-Party Costs.
    2. MANIANA shall, on the Registrant's reasonable request, provide evidence of the Third-Party Costs incurred.
    3. MANIANA invoices the Registrant. Invoices are payable within thirty (30) days of the invoice date.
    4. Invoicing is on a post-payment basis. MANIANA may, in respect of any specific order or any specific Registrant, require pre-payment.
    5. Payments are made in cleared funds, free of any deduction, set-off or counterclaim, save as required by law.
    6. Where the Registrant is unable, for objective reasons (including banking restrictions, capital controls or temporary inability to transfer funds), to pay an invoice directly, an Affiliate of the Registrant may make payment on the Registrant's behalf, subject to the following:
       1. the Registrant shall give MANIANA prior notice identifying the Affiliate, the relationship between the Registrant and the Affiliate, the invoice or invoices to be paid, and confirming that the Registrant remains the recipient of the Services and the obligor under this Offer;
       2. MANIANA may accept or refuse the proposed payment in its discretion, including on KYC, AML, sanctions, source-of-funds or counterparty-risk grounds, and the Affiliate shall cooperate with reasonable KYC and source-of-funds requests by MANIANA and provide supporting documentation on request;
       3. payment by an Affiliate does not create any contractual relationship between MANIANA and the Affiliate, confer on the Affiliate any right under this Offer, or vary the Registrant's obligations, which remain those of the Registrant in full.
11. CURRENCIES AND CRYPTO PAYMENTS
    1. Invoices are denominated in United States Dollars (USD) or Euro (EUR), as specified by MANIANA in the relevant invoice.
    2. The Registrant pays in the invoice currency, or, where MANIANA accepts it for the relevant invoice, in one of the following Crypto-Assets:
       1. USDT (Tether), on the network specified by MANIANA;
       2. USDC (Circle), on the network specified by MANIANA; or
       3. such other Crypto-Asset as MANIANA may accept in its discretion.
    3. Where the Registrant pays in a Crypto-Asset:
       1. the amount payable in the Crypto-Asset is calculated by reference to the Coinbase spot rate at the time MANIANA receives the payment;
       2. the Registrant bears all volatility and conversion risk; and
       3. any shortfall arising from price movement, network fees or exchange fees is for the Registrant's account and remains payable on demand.
    4. MANIANA may refuse any specific Crypto-Asset payment in its discretion, including on receipt-screening, AML, sanctions or counterparty-risk grounds. Any refused payment will be returned to the originating wallet net of network costs, or held pending instructions where return is not reasonably practicable.
    5. Crypto-Assets are received solely as consideration for the Services. Nothing in this Offer constitutes the provision by MANIANA of any service that is regulated under the Payment Services Act 2019 of Singapore, or any equivalent law of any other jurisdiction. MANIANA does not provide any token-issuance, exchange, custody, transfer, e-money or payment service to or for the Registrant.
12. LATE PAYMENT
    1. If the Registrant fails to pay any sum on the due date, MANIANA may charge interest on the overdue amount at the rate of zero point zero one per cent (0.01%) per day, accruing daily from the due date until payment in full.
    2. Interest under clause 12.1 is capped at five per cent (5%) of the overdue amount.
    3. While any sum is overdue, MANIANA may:
       1. suspend further provision of the Services in respect of the Registrant; and
       2. refuse to pay Third-Party Costs, including renewals, on the Registrant's behalf, subject to clause 19.2.
    4. MANIANA may terminate this Offer under clause 20.3 if any sum remains unpaid more than thirty (30) days after the due date.
13. TAXES
    1. All sums payable under this Offer are exclusive of goods and services tax, value added tax, sales tax, withholding tax and any similar levy.
    2. The Registrant shall pay all such levies that are chargeable on amounts payable to MANIANA, in addition to those amounts, and where applicable shall provide MANIANA with a valid tax invoice or other documentation reasonably required.
    3. If the Registrant is required by law to make any deduction or withholding from a payment to MANIANA, the Registrant shall increase the payment so that, after the deduction or withholding, MANIANA receives the same net amount it would have received absent the deduction or withholding.
14. FAILED REGISTRATIONS, REFUNDS AND RESTORATION
    1. If a registration, renewal or transfer fails because the relevant Domain is unavailable, the Registry rejects the application or for any other reason not attributable to MANIANA's negligence:
       1. MANIANA shall refund any Third-Party Costs that MANIANA has not incurred or that the relevant Registrar refunds to MANIANA; and
       2. MANIANA retains the Agency Fee in respect of work performed.
    2. If a Domain enters a redemption grace period or analogous status as a result of non-payment by the Registrant or any other Registrant act or omission, restoration is treated as a new order and the Third-Party Costs and Agency Fee for restoration are payable by the Registrant. MANIANA is under no obligation to procure restoration.
15. CONSUMER RIGHTS
    1. This clause 15 applies only where the Registrant is a consumer under applicable mandatory law.
    2. Nothing in this Offer limits or excludes any right of the Registrant under the Consumer Protection (Fair Trading) Act 2003 of Singapore, the Unfair Contract Terms Act 1977 of Singapore, the United Kingdom Consumer Rights Act 2015, Directive (EU) 2011/83 on consumer rights, or any other applicable consumer-protection law that cannot be limited or excluded by contract.
    3. Where the Registrant is a consumer resident in the European Union or the United Kingdom, the Registrant has, in principle, the right to withdraw from a contract for digital services within fourteen (14) days of its conclusion.
    4. The Services are provided as digital services that are tailored to the Registrant's specific instructions and that involve immediate procurement from third parties. By accepting this Offer and requesting the commencement of the Services before the expiry of the period in clause 15.3, the Registrant:
       1. expressly consents to MANIANA commencing performance of the Services before the end of that period; and
       2. acknowledges that the right of withdrawal is lost on commencement of performance.
    5. The provisions of this Offer apply to consumers to the maximum extent permitted by applicable law.
16. SUBCONTRACTING
    1. MANIANA may subcontract or delegate any of its obligations under this Offer to Affiliates and to third-party providers, including Registrars, Registries, DNS hosting providers, certificate authorities and WHOIS privacy or proxy providers.
    2. MANIANA remains responsible for the performance of its obligations under this Offer when performed by subcontractors, subject always to the limits in clause 22.
    3. Where an ancillary product is provided by a third-party provider, including a WHOIS privacy or proxy provider or a certificate authority, the terms of that third-party provider apply between the Registrant and that provider.
17. DATA PROTECTION
    1. The parties shall comply with the PDPA and, where applicable, the GDPR.
    2. Roles of the parties:
       1. MANIANA acts as controller of personal data relating to the Registrant and its representatives that MANIANA processes for billing, account administration, KYC and AML, sanctions screening, communications and compliance with applicable law.
       2. Where the Registrant is a legal person and provides MANIANA with personal data of its individual contacts for the limited purpose of submission to a Registrar or Registry as registration data, MANIANA acts as processor on behalf of the Registrant for that limited purpose.
       3. Where the Registrant is an individual, MANIANA acts as controller of all personal data submitted to Registrars and Registries on the Registrant's behalf.
    3. Where MANIANA acts as processor under clause 17.2(b), MANIANA shall:
       1. process the personal data only on the Registrant's documented instructions, including the order and these terms;
       2. ensure that persons authorised to process the personal data are subject to a duty of confidentiality;
       3. implement appropriate technical and organisational measures, having regard to the nature of the data and the risk to data subjects;
       4. engage sub-processors only on terms substantially equivalent to those in this clause 17, with general authorisation given for the engagement of Registrars, Registries, DNS hosting providers, certificate authorities and WHOIS privacy or proxy providers;
       5. assist the Registrant, taking into account the nature of the processing, in fulfilling its obligations to respond to data-subject requests and in complying with its security, breach-notification and impact-assessment obligations;
       6. on termination of the Services, delete or return the personal data, save where retention is required by law; and
       7. make available to the Registrant the information necessary to demonstrate compliance with this clause 17.
    4. The Registrant warrants that it has all rights, consents and lawful bases necessary to provide MANIANA with any personal data and to enable MANIANA to process that data for the purposes of the Services.
    5. The Registrant acknowledges that the provision of the Services involves the international transfer of personal data to Registrars, Registries and other recipients located worldwide. Such transfers are inherent to the Services and are made in reliance on the Registrant's instructions and on safeguards adopted by the relevant recipients.
    6. MANIANA's processing of personal data on its own account is described in the Privacy Notice.
18. WARRANTIES AND DISCLAIMERS
    1. MANIANA warrants that it will perform the Services with reasonable skill and care.
    2. Save as expressly stated in this Offer, all warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by applicable law.
    3. MANIANA does not warrant:
       1. that any Domain will be available, registrable, renewable or transferable;
       2. the acts, omissions or service levels of any Registrar, Registry or other third party; or
       3. that the Services will be uninterrupted or error-free.
19. SUSPENSION AND NON-RENEWAL
    1. MANIANA may suspend the Services in whole or in part, without liability, where:
       1. any sum is overdue;
       2. MANIANA reasonably suspects breach of clause 8 or clause 9; or
       3. suspension is required by law, by ICANN policy, by a Registrar, by a Registry or by a competent authority.
    2. Where MANIANA intends not to fund a renewal of a Domain because the Registrant is in payment default, MANIANA shall give the Registrant not less than seven (7) days' written notice before the renewal deadline, so that the Registrant may pay the outstanding amount or arrange self-renewal directly with the relevant Registrar.
20. TERM AND TERMINATION
    1. This Offer takes effect from Acceptance and continues until terminated in accordance with this clause 20.
    2. Either party may terminate this Offer for convenience on thirty (30) days' written notice.
    3. MANIANA may terminate this Offer immediately by written notice if:
       1. the Registrant fails to pay any sum within thirty (30) days after the due date;
       2. the Registrant breaches clause 8 (acceptable use), clause 9 (sanctions, AML and KYC) or any other material obligation under this Offer and the breach is incapable of remedy or is not remedied within seven (7) days of notice;
       3. the Registrant breaches the terms or policies referred to in clause 6.1 and the breach is not remedied within seven (7) days of notice; or
       4. the Registrant becomes insolvent, enters administration, judicial management, receivership or liquidation, or is subject to any analogous proceeding.
21. EFFECT OF TERMINATION; EXIT
    1. On termination of this Offer:
       1. the Registrant retains its rights as registrant of record in respect of all Domains then registered in its name;
       2. MANIANA ceases to pay Third-Party Costs and to provide the Services;
       3. all sums accrued or invoiced before termination remain payable; and
       4. clauses that by their nature should survive termination, including clauses 4, 5.4, 9, 13, 17, 18, 22, 25 and 26, survive.
    2. To enable the Registrant to continue self-administration of its Domains, MANIANA shall, on the Registrant's written request and within five (5) Business Days:
       1. provide all authorisation codes, EPP codes and similar credentials within MANIANA's control;
       2. update the Domain contact details to those of the Registrant or its nominee; and
       3. provide reasonable cooperation with any transfer-out to another Registrar.
    3. Reasonable transfer-out support beyond the cooperation set out in clause 21.2 is charged to the Registrant on a cost-plus-ten-per-cent (cost + 10%) basis.
22. LIABILITY
    1. MANIANA's liability under or in connection with this Offer is limited as set out in this clause 22.
    2. MANIANA is not liable for:
       1. any act, omission, error or failure of any Registrar or Registry;
       2. any blocking, suspension, deletion, transfer-lock or non-renewal of any Domain by a Registrar, Registry, ICANN, court or competent authority;
       3. any error or inaccuracy in the data provided by the Registrant; or
       4. any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of anticipated savings, loss or corruption of data, or any indirect, special or consequential loss.
    3. MANIANA's aggregate liability arising under or in connection with this Offer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of:
       1. the aggregate fees paid by the Registrant to MANIANA in the twelve (12) months preceding the event giving rise to the claim; and
       2. one thousand United States Dollars (USD 1,000).
    4. Nothing in this Offer limits or excludes MANIANA's liability for:
       1. fraud or fraudulent misrepresentation;
       2. death or personal injury caused by MANIANA's negligence; or
       3. any other liability that cannot be limited or excluded under applicable law.
23. FORCE MAJEURE
    1. Neither party is liable for any failure or delay in the performance of its obligations under this Offer (other than payment obligations) to the extent that the failure or delay is caused by an event beyond that party's reasonable control, including:
       1. acts of God, fire, flood, earthquake or extreme weather;
       2. war, civil unrest, terrorism, sabotage or cyberattack;
       3. acts or omissions of governmental, regulatory or supranational authorities;
       4. actions of ICANN, Registrars or Registries;
       5. outages of telecommunications, internet, power or hosting infrastructure; or
       6. pandemic or epidemic.
    2. The affected party shall notify the other party promptly of the event, take reasonable steps to mitigate, and resume performance as soon as reasonably practicable.
    3. If a force-majeure event continues for more than sixty (60) days, either party may terminate this Offer on written notice.
24. AMENDMENTS
    1. MANIANA may amend this Offer by publishing a revised version at https://maniana-corp.com.
    2. The revised Offer takes effect on the date stated in it, or, in the absence of such a date, on the date of publication.
    3. Continued use of the Services by the Registrant after the effective date of an amendment constitutes acceptance of the revised Offer.
    4. A material adverse change to the Registrant's existing rights applies only to Services ordered after the effective date of the amendment, unless the Registrant otherwise agrees in writing.
25. GENERAL
    1. Entire agreement. This Offer, together with any order placed under it, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements and understandings.
    2. Severability. If any provision of this Offer is held to be invalid or unenforceable, the remaining provisions remain in full force, and the parties shall replace the invalid provision with a valid provision that achieves the original commercial intent as closely as possible.
    3. No waiver. A failure or delay by MANIANA in exercising any right under this Offer is not a waiver of that right.
    4. Assignment. The Registrant may not assign, novate or transfer any of its rights or obligations under this Offer without MANIANA's prior written consent. MANIANA may assign, novate or transfer its rights and obligations to any Affiliate or to any successor in business.
    5. Notices. Notices under this Offer must be in writing and sent:
       1. to MANIANA, by email to info@maniana-corp.com and by post to MANIANA's registered office at 531 Upper Cross Street, #02-11 Hong Lim Complex, Singapore 050531; and
       2. to the Registrant, by email and post to the addresses provided by the Registrant in its account or order, as updated from time to time.
    6. A notice sent by email is deemed received on transmission, save where the sender receives a delivery-failure notice. A notice sent by post is deemed received three (3) Business Days after posting in Singapore and seven (7) Business Days after posting from any other jurisdiction.
    7. Language. This Offer is concluded in English, which is the binding language of the Offer. Any translation is for convenience only.
    8. No signature. This Offer is accepted by conduct in accordance with clause 3 and no manuscript or electronic signature is required.
    9. Third-party rights. A person who is not a party to this Offer has no right under the Contracts (Rights of Third Parties) Act 2001 of Singapore to enforce any term of it.
26. GOVERNING LAW AND DISPUTE RESOLUTION
    1. This Offer and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Republic of Singapore.
    2. Any dispute arising out of or in connection with this Offer, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the SIAC for the time being in force.
    3. The seat of the arbitration is Singapore. The tribunal shall consist of a sole arbitrator. The language of the arbitration is English.
    4. Nothing in this clause 26 prevents MANIANA from seeking interim or injunctive relief from a court of competent jurisdiction in respect of any actual or threatened breach of this Offer.