Terms of Use (Vendors)

  1. GENERAL
  • In these terms and conditions (“Terms”), “we”, “us” or “our” refers to Spicewharfs Private Limited. “You” and “your” refers to any vendor wishing to offer goods and/or services (“Product”) through our mobile application or our website at www.spicewharfs.com (collectively referred to as the “App”).
  • By registering for a vendor account (“Vendor Account”), accessing or using the App and/or offering a Product for sale through the App, you are deemed to have accepted these Terms. These Terms relate to your offer of Products through the App, and the transaction relating thereto. In addition to these Terms, the Terms and Conditions for the use of the App and the Privacy Policy found on the App also apply to you.
  • If you do not agree to these Terms, you should not register for a Vendor Account.
  • We may revise these Terms from time to time without notice to you and any change will take effect upon being uploaded on the App. Your continued use of the App indicates your acceptance of the revised Terms. It is your responsibility to check for the latest version of the Terms.

 

  1. ACCOUNT REGISTRATION

 

  • You are required to register for a Vendor Account in order to access or use the App, and offer your Products for sale through the App.
  • In signing up for a Vendor Account, you represent and warrant that:
  • all registration information provided by you is true, accurate, current and complete to the best of your knowledge and belief; and
  • you will promptly update us of any change to your registration details.
  • We reserve the right to reject your application for a Vendor Account.
  • Upon successful registration of your Vendor Account, you, as the holder of the Vendor Account:
  • agree to keep your Vendor Account ID and password confidential and shall not allow other person to use the Vendor Account; and
  • shall notify us immediately if you have any reason to believe that the security of your Vendor Account has been compromised.
  • You are solely responsible for any and all activities which occur under your Vendor Account. We are entitled to treat all activities that occur under your Vendor Account as having been conducted with your knowledge and authority. For the avoidance of doubt, in cases where you have allowed any other person to use your Vendor Account or have negligently or otherwise made your password and/or Vendor Account ID publicly available, you agree that you are fully responsible for (i) the online conduct of such user; (ii) controlling the user’s access to and use of this App; and (iii) the consequences of any use or misuse.
  • You acknowledge and agree that we may access your Vendor Account and its contents as necessary for purposes including but not limited to identifying or resolving technical problems or responding to complaints without prior notice to you.

 

  1. FEES AND COMMISSIONS

 

  • We may impose charges for a Vendor Account or for your use of the App or any functionality within the App.
  • We may require you to pay us a commission for each completed transaction between you and a customer (“Customer”) who procures a Product through the App.
  • If you do not accept Clauses 1 and 3.2, you should terminate your Vendor Account.

 

  1. PRODUCT AND PRICE LIST

 

  • At the time you register for a Vendor Account, you are required to provide us with a list of Products you intend to offer for sale through the App (“Product List”) and the prices of the Products (“Price List”) for our approval.
  • You are only allowed to offer the Products listed in your Product List through the App. Any pricing information which you post on the App must be consistent with your Price List.
  • Your offerings on the App shall not deviate from the Product List and/or Price List. Any changes you wish to make to the Product List or Price List shall be submitted to us for approval, which may be subject to conditions.
  1. VENDOR CONTENT
  • Upon becoming a vendor, you may submit or post information relating to your Products on the App (“Vendor Content“).

5.2.    All Vendor Content must be genuine and must be available at the time of listing and during the time that it is listed on the App.

5.3.    You shall bear full responsibility for your Vendor Content and any consequences associated with publishing or uploading them. In connection with your Vendor Content, you affirm, represent, and/or warrant that you own or have the necessary rights, licenses, consents, and permissions to use and authorize us to use all content, trademarks, trade secrets, or any other proprietary rights in any and all of your Vendor Content in the manner available on the App and these Terms.

  • You must not submit, publish, transmit, post, upload, maintain or link to (either directly or indirectly) any content that is:
  • corrupted, promotes or contains viruses, worms, trojan horses, cracks, or other materials that are intended to or may damage, disrupt or render inoperable software, hardware or security measures of ours or any users of the App;

5.4.2.       unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;

  • illegal or otherwise contravenes or prohibited under any applicable law, regulation, guideline, code or directive as may be issued from time to time by the relevant authorities in any jurisdiction to which you are subject;
  • libellous, defamatory, pornographic, obscene or otherwise offensive to the general public;
  • factually inaccurate, misleading or deceptive;
  • infringing on any rights of a third party including but not limited to contractual, intellectual property, moral or privacy rights; and/or
  • contrary to our interests.
  • While we do not monitor or curate Vendor Content, we reserve the right to decide whether a Vendor Content is appropriate and complies with these Terms. We may at any time at our sole discretion, remove Vendor Content without prior notice, and for any reason including without limitation, Vendor Content that appear to be outdated, or which are in contravention of these Terms.
  • In the event that we remove any Vendor Content, we shall not be liable whether to you or to any other party for any damage or any other remedy, in law or in equity.
  1. YOUR RELATIONSHIP WITH THE CUSTOMERS
  • You are responsible for your transaction with your Customers. You and your Customer may enter into a separate contract to govern your relationship (“Vendor Terms”). If the Vendor Terms are inconsistent with these Terms, we may, at our discretion and without liability to you, refuse to comply with our obligations under these Terms to the extent of the inconsistency with the Vendor Terms.
  • You hereby acknowledge and agree that:
  • we are merely the intermediary between you and the Customers;
  • we are not a party to any oral or written agreement entered into between you and the Customers; and
  • we are not involved in the actual transaction between you and the Customers in connection with any Products you offer for sale through the App.
  • We will not be responsible for any non-payment by the Customers
  • In the event of any dispute arising between you and a Customer, we will use reasonable endeavour to facilitate a settlement. You accept that your only recourse is against the Customer.
  • You shall:
  • be responsible for all customer service in connection with Products provided by you;
  • conduct yourself and ensure that all your employees, agents and subcontractors conduct themselves in an ethical and professional manner in all dealings with Customers;
  • ensure that all services you provide to Customers will be carried out with due care, skill and diligence and in a proper, professional, workmanlike, efficient and timely manner;
  • have all necessary licences, rights, title and authorisations to enable you to provide the Products to the Customers and you shall produce such licences and/or approvals for our verification upon our request;
  • ensure that all Products provided by you, your employees, agents or sub-contractors shall be in conformance with all applicable codes, regulations and laws;
  • ensure that all Products provided to Customer shall be fit for their purpose, safe to use and of satisfactory quality;
  • ensure that your Products do not infringe upon the intellectual property rights, including but not limited to trade mark, patent, copyright, trade secrets, confidential information or other proprietor right, of any third party; and
  • have sufficient insurance to cover any and all of your liabilities that may arise in connection with your provision of the Products.
  • You shall ensure that all orders for the Products are fulfilled and delivered in a timely and professional manner on a date to be agreed between you and the Customer (“Agreed Fulfilment Date”). Either you or your Customer shall notify us of the Agreed Fulfilment Date, or any changes thereto.

 

  1. PAYMENT

 

  • If the Customer is required to make advance payment to us in respect of their procurement of any Product, you authorise us to:
  • receive and hold the payment received from the Customers on your behalf; and
  • refund the payment to the Customers or remit the payment to you in accordance with the provisions set out in these Terms.
  • We may use third party services, including but not limited to PayPal, to verify, secure and/or process all payments. The third party services may charge a fee (“Payment Processing Fee”) for processing such payments and you agree that you are solely responsible for all Payment Processing Fee incurred. For the avoidance of doubt, the Customer shall not be made to pay any form of Payment Processing Fee (including cases where a refund has to be made to the Customer).
  • You agree that:
  • we may deduct any Payment Processing Fee incurred from the amount to be remitted to you; or
  • upon request, you shall make payment for all Payment Processing Fees owning to us.

 

  1. RELEASE OF PAYMENT MADE IN ADVANCE

 

  • If the Customer does not notify us of any issues with the Product provided by you within seven (7) days from the Agreed Fulfilment Date (“Notification Period”), we will remit payment to you upon receipt of evidence of your fulfilment of your transaction with the Customer.
  • If we receive the Customer’s notification during the Notification Period, we shall withhold the payment to you for a further period of four (4) weeks from the expiry of the Notification Period (“Resolution Period”).
  • If the Customer notifies us before the expiry of the Resolution Period, that the issues with the Product have been resolved, we shall remit the payment to you.
  • If we do not receive any notification from the Customer that the issues with the Product have been resolved before the expiration of the Resolution Period, we will refund the payment to the Customer.

 

  • PERSONAL DATA

 

  • The following words and expression shall have the meanings set out below:

Data Breach” means:

  • any disclosure, acquisition or use of Personal Data otherwise than in accordance with these Terms;
  • any use of Personal Data for an unauthorized purpose;
  • any use of Personal Data by an unauthorized person; or
  • any event which compromises the security or integrity of Personal Data.

Spicewharfs Personal Data” means any Personal Data which we disclose to you, including but not limited to a Customer’s Personal Data.

PDPA” means the Personal Data Protection Act 2012 (No. 26 of 2012) of the Republic of Singapore.

Personal Data” means data, whether true or not, about an individual who can be identified:

  • from that data; or
  • from that data and other information which a party has or is likely to have access.
  • You shall, at all times:
  • comply with all of your obligations under the PDPA and/or any other applicable law relating to data privacy or confidentiality;
  • provide all information and co-operation regarding the processing, use and disclosure of Spicewharfs Personal Data that we may reasonably require in order to comply with our obligations under the PDPA;
  • only process, disclose or use the Spicewharfs Personal Data strictly in accordance with the purposes of or in connection with your provision of the Products sold through the App;
  • only permit your employees, agents and sub-contractors to access Spicewharfs Personal Data strictly in accordance with the purposes of or in connection with your provision of the Products sold through the App;
  • put in place adequate measures to ensure that Spicewharfs Personal Data is accurate and complete, and take steps to correct the Spicewharfs Personal Data in your control or possession, as soon as practicable upon our written request;
  • maintain complete and accurate records of the ways in which Spicewharfs Personal Data have been used or disclosed by you, including, without limitation, the identities and names of the third parties who have been provided with access to such Spicewharfs Personal Data, and promptly provide us with such information upon receiving our written request;
  • upon our written request, promptly provide us with the details of Spicewharfs Personal Data that you have in your possession or control;
  • protect Spicewharfs Personal Data in your control or possession by making appropriate security arrangements to prevent unauthorised or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Spicewharfs Personal Data, or other similar risks;
  • not transfer Spicewharfs Personal Data to any third party (whether located in Singapore or otherwise) without our prior written consent. Any approval may be subject to such conditions as we deem necessary to protect Spicewharfs Personal Data; and
  • immediately return or destroy the Spicewharfs Personal Data upon our request, unless you are required under relevant law retain the Spicewharfs Personal Data.
  • You shall immediately inform us in writing if any Customer notifies you that:
  • he/she wishes to withdraw his/her consent for us to collect, use, disclose and/or process his/her Personal Data, and you shall immediately take steps to give effect to the withdrawal of the consent to avoid liability under the PDPA; and
  • his/her Personal Data should be corrected, and you shall take such steps as shall be directed by us.
  • If you provide Personal Data to us, you undertake and warrant that you will, prior to disclosing any Personal Data to us, ensure that the individuals, to whom the personal data relates, have validly provided consent, in accordance with the requirements of the PDPA, for the collection, use and/or disclosure of the Personal Data for the purposes for which we intend, as we have indicated to you.
  • In the event of a Data Breach, you shall:
  • notify us promptly of the extent of the Data Breach, the type and volume of the Personal Data involved, the cause or suspected cause of the Data Breach, the names and contact details of the individuals who are affected by the Data Breach, and the actions that we can take to prevent Spicewharfs Personal Data from being misused or abused;
  • provide full co-operation and assistance to us in informing any individual who is affected by the Data Breach; and
  • take appropriate actions (as mutually agreed with us) to rectify or mitigate the Data Breach immediately.

 

  • POSTINGS

 

  • The App contains a personal forum of communication (“Personal Forum”) where you are allowed to invite other users (“Your Contacts”) to communicate with you through your Personal Forum. Your Contact will have to register for an account with us to communicate with you through the App.
  • You and Your Contacts are allowed to submit images, other communications or content through the Personal Forum (“Posting”). We do not endorse any Posting or any opinion, recommendation, or advice expressed therein.
  • We do not monitor or curate the Posting but reserve the right to remove any Posting at any time, without prior notice and at our sole discretion.
  • You acknowledge and agree that when using the App, you will be exposed to a wide variety of Postings from many different users, and that we are not responsible for the veracity, accuracy, usefulness, safety, or intellectual property rights associated with such Postings. You also agree that you may be exposed to Postings that are false, inaccurate, offensive, indecent, defamatory or objectionable, and you agree to waive any legal or equitable rights or remedies you have or may have against us with respect to such Postings. We expressly disclaim any and all liability in connection with all Postings.

 

  • OUR RIGHTS

 

  • The App and all its Contents are either owned by us or licensed to us by third parties. Contents refer to all content on the App including but not limited to all text, graphics, audio and images, music, videos, html code, photographs, interactive features, software, scripts, advertisements, buttons, the arrangement and compilation of content, and any trade marks, names, logos, design, pages, information, reports, documents and multimedia.
  • You acknowledge that you have no right, title, interest in and to the App and its Contents and you agree not to challenge the validity of our ownership of or rights to them.
  • The App is offered by us in Singapore and we make no representation that it complies with the laws or is appropriate for use in any other jurisdiction.
  • We may, but are not obliged to, update, make changes, enhancements and modifications to and/or perform maintenance and other services on the App from time to time.
  • Your access and/or use of the App may also be occasionally restricted to allow for repairs, maintenance or the introduction of new features. We assume no responsibility for functionality which is dependent on your browser or other third party software to operate.
  • You agree to us collecting and using your device’s technical data and all its associated information, including without limitation, technical information about your device, system, software, device functionality and device specifications. The collected technical data may from time to time be used to facilitate the provision and improvement of the App, software updates, product support and other services associated with the App (if any). You agree that we may use this technical data to improve our App.

 

  • LICENCE TO USE THE APP
  • Subject to these Terms, we grant you a non-exclusive, revocable, non-transferable, limited licence to use the App. This licence does not transfer any title in the App to you. We retain all ownership rights in the App and reserve all rights not expressly granted to you.
  • You are solely responsible for obtaining a suitable device and procuring and paying for mobile services or any equipment necessary to access and use the App.

 

  • GENERAL DISCLAIMERS

 

  • We make no warranties and disclaim all liabilities for any injury, loss, claim, damage, costs and expenses or any direct, indirect, special exemplary, punitive, incidental or consequential damages of any kind or for any lost profits or lost savings, whether arising from breach of contract, tort (including negligence), equity, strict liability, breach of statutory duty or otherwise, as a result of:
  • your access, use or inability to use the App;
  • any system, server, communication or connection failure;
  • any delays in operation or transmission;
  • any viruses, trackers, bugs worms, Trojan horses or other codes designed to permit unauthorised access, to disable, modify, erase, damage, steal or usurp data or otherwise harm any data or computer system;
  • any error, mistake omissions, inaccuracies, interruptions, defects or other problems associated with the App or of any nature; and/or
  • any other reason associated with the App.
  • Our sole obligation and your sole and exclusive remedy in the event of interruption to the use of and/or access to App shall be to use all reasonable endeavours to restore the use of and access to the App as soon as reasonably practicable.
  • You acknowledge and agree that there are inherent risks in Internet communications and conducting transactions over the Internet or electronic networks and you have voluntarily assumed those risks. We expressly disclaim any liability for the security, authenticity, integrity or confidentiality of any transactions and other communications made through the App.

 

  • LIMITATION OF LIABILITY

 

  • Our entire liability to you, whether based on contract, tort (including negligence), equity, strict liability, breach of statutory duty or otherwise, for any and all injury, loss, claim, damage, costs and expenses shall in no circumstances exceed:
  • the amount of commission (if any) received by us in relation to the transaction between you and a Customer through this App for your provision of a Product;
  • the amount paid by you to us in relation to your use of the App (if any); or
  • the amount of S$1,000 in any other circumstances.

 

  • INDEMNIFICATION

 

  • You agree to indemnify us and our officers, directors, shareholders, employees, agents and sub-contractors (collectively known as the “Indemnitees”) in respect of any and all claims, demands, actions, proceedings, liabilities (whether civil or criminal), damages, losses, costs and expenses (including legal costs on an indemnity basis) which may be suffered or incurred by the Indemnitees or asserted against the Indemnitees by any person in respect of:
  • any unauthorised access and use of the App the Contents by you;
  • any breach of these Terms by you; and/or
  • the occurrence of any event due to your act, omission or default which comprises the security or integrity of the App and/or the Contents.
  • You hereby release and indemnify us and the Indemnitees in respect of any and all claims, demands, actions, proceedings, liabilities (whether civil or criminal), damages, losses, costs and expenses (including legal costs on an indemnity basis) which may be suffered or incurred by the Indemnitees or asserted against the Indemnitees by you or any person in respect of any dispute between you and a Customer, or any Product provided by you.

 

  • TERMINATION

 

  • We reserve the right to terminate your Vendor Account and/or your access of the App immediately without prior notice, without giving you a reason and/or without further references to you if:
  • we (in our sole discretion) believe that you are in breach, or will be in breach, of any of these Terms;
  • you have used or are using the App for any illegal or impermissible purpose or activity including any activity which may expose or potentially expose us to civil or criminal liability or public ridicule;
  • your Vendor Account is inactive;
  • we deem fit to do so for security reasons or to protect our interests or the interests of other users (including other vendors or Customers of the App);
  • we discontinue the App;
  • you cease or threatens to cease to carry on business except for the bona fide purpose of amalgamation, merger or reconstruction;
  • any proceedings are commenced against you for liquidation, dissolution or bankruptcy and these proceedings are not discharged or discontinued within ninety (90) days of its commencement, or if you becomes bankrupt or goes into liquidation either voluntarily or compulsorily except for the bona fide purpose of amalgamation, merger or re-construction; and/or
  • we are ordered by enforcement or other governmental agencies to do so.
  • After terminating your Vendor Account, we may delete from the servers, any and all information contained in your Vendor Account. You are entitled to request for a copy of such information within seven (7) days of the effective date of termination and we will supply you with a copy of such information upon your payment of any applicable fees.

 

  • FORCE MAJEURE

 

  • Without prejudice to the applicability and effect of the clauses above disclaiming or limiting liability, we will be excused from any delay or failure to perform any obligation arising under or in connection with these Terms, if such delay or failure results, directly or indirectly, from any act of nature or circumstance or cause beyond our reasonable control including, but not limited to, any Act of God, fire, flood, explosion, lightning, windstorm, earthquake, epidemic, disease outbreak, extraordinarily severe weather conditions, failure of machinery or equipment, shortage of materials, discontinuation of power supply, court order or governmental interference, radioactive, chemical or biological contamination, civil commotion, riot or armed conflict, war, civil war (whether declared or undeclared), acts of terrorism, strike, labour disturbances, transportation difficulties or labour shortages.

 

  • GOVERNING LAW AND DISPUTE RESOLUTION

 

  • These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore and each party hereby irrevocably submits to the non-exclusive jurisdiction of the Singapore courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

 

  • MISCELLANEOUS

 

  • These Terms set out the entire agreement between us and you.
  • The headings used in these Terms are included for convenience only and will not limit or otherwise affect the provisions herein.
  • Any amendment of these Terms, if sought by you, shall not be effective unless it is made in writing and signed by our duly authorised representative.
  • Other than the Indemnitees, no third party shall have any right to enforce these Terms under the Contracts (Rights of Third Parties) Act (Cap.53B) or any other theory of law.
  • If any provision in these Terms is invalid or unenforceable under applicable law, that provision shall be enforced to the maximum extent possible, and the remaining provisions will continue in full force and effect.
  • Any failure by us to insist upon strict compliance with any term of these Terms shall not be construed as a waiver with regard to any subsequent failure to comply with such term.
  • The rights and remedies under these Terms are cumulative and not exclusive of any other right or remedy provided by law or equity.