BUGIS STREET ONLINE SELLER AGREEMENT

(“Seller Agreement”)

Article 1. Purpose

1.The purpose of these terms and conditions is to set forth the rights, obligations and responsibilities of Sellers using the Services (as defined below) provided by Bugis Street Online Pte. Ltd. (“BSO”).

Article 2.Definition of Terms

Application”refers to any person’s application to BSO to become a Seller and to use the Services.

Buyer” refers to any person who utilises the Electronic Marketplace Platform to purchase Products.

Business Day” refers to a day other than a Saturday, Sunday or public holiday in Singapore when banks in Singapore are open for business.

Collection Point” refers to the location that BSO may from time to time and in its sole and absolute discretion specify for Sellers to deliver their Products to, in fulfillment of their obligations under Article 9.

Confirmation of Order” refers to the email sent by BSO to the Buyer, indicating the Seller’s acceptance of the Buyer’s order.

Defective Product”shall have the meaning given to it in Article 10 of this Seller Agreement.

Seller” refers to any person who has obtained BSO’s approval to use the Services.  

Electronic Marketplace Platform” refers to the online platform developed by BSO which allows Sellers to list for sale and provide information on Products, and allows Buyers to search for and purchase such listed Products, as made available on www.bugisstreet.com.sg.

Force Majeure”shall have the meaning given to it in Article 15 of this Seller Agreement.

Transaction Commission”refers to a portion (as specified by BSO) of the revenue earned by the Seller from the sale of any Product that is payable to BSO in consideration for the Seller’s use of the Services.

Packing Slip” refers to the document accessible via the Seller account, containing a barcode and the Buyer’s information to identify each unique purchase made on the Electronic Marketplace Platform.

Product” refers to any product that the Seller makes available for sale on the Electronic Marketplace Platform.

Product Information” shall have the meaning give to it in Article 7.1 of this Seller Agreement.

Order Receipt”refers to a receipt that is issued by BSO to the Buyer once the Buyer has confirmed his purchase of any Product by making payment to BSO. It shall contain the details of the order, including the name, quantity, colour, size, the price of the Products, the address for the Products to be delivered to, the name and contact number of the individual receiving the Products at the delivery address, the name and logo, if any, of the Seller from whom the Products were purchased, the type and cost of shipping method selected, and the relevant taxes charged, if any.

Sales Amount”refers tothe amount payable by BSO to the Seller when the Seller’s Products are sold on the Electronic Marketplace Platform, and shall be calculated in accordance with Article 11.

Sales Price” refers to the price at which a Product is made available for sale on the Electronic Marketplace Platform.

Services” shall have the meaning given to it in Article 3 of this Seller Agreement.

Settlement” shall have the meaning given to it in Article 11 of this Seller Agreement.

Settlement Account”refers to the bank account provided by the Seller which BSO pays the Sales Amount into as part of the Settlement process.

Subscription Fee”refers to the amount payable by the Seller to BSO in consideration of the Seller’s use of the Services.

1. Article, schedule and paragraph headings shall not affect the interpretation of this Seller Agreement.

2.Unless the context otherwise requires, words in the singular shall include the plural and vice versa.

3. A reference to a statute, statutory provision or any subordinate legislation made under a statute is to such statute, provision or subordinate legislation as amended or re-enacted whether before or after the date of this agreement and, in the case of a statute, includes any subordinate legislation made under that statute from time to time.

4.Any obligation in this agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.

5.Any phrase introduced by the terms including, include or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

Article 3.Provision of Services

1. BSO shall develop and operate an Electronic Marketplace Platform, which shall allow:

  1.  i.  Sellers to submit their Products Information to BSO for approval and listing on the Electronic Marketplace Platform;
  2.  ii.  Sellers to obtain higher visibility for their Products through the use of sponsored and premium product listing;
  3.  iii.  Products to be advertised on banners, popup displays and other formats on the Electronic Marketplace Platform;
  4.  iv.  Premium Package Sellers to list their Products on a bargain page if they are sold at a minimum of 50% discount off their usual Sales Price;
  5.  v.  Sellers and their Products to be featured at random in BSO’s transactional correspondence with Buyers;
  6.  vi.  Buyers to reflect their shopping experience by giving ratings to Premium Package Sellers; and
  7.  vii.Sellers who purchased the relevant a-la-carte add-on service to receive monthly analytics report on information related to the sale of Products on the Electronic Marketplace Platform.(collectively, “Services”)

2.  BSO shall make the Services available to Sellers in accordance with the terms set out by BSO. BSO reserves the right to amend the terms, including the right to repackage the Services, in accordance with Article 16.

3. While BSO will use reasonable efforts to provide the Services, BSO cannot guarantee that the Services will operate continuously or without interruptions. BSO may temporarily suspend its provision of the Services on the occurrence of any event that necessitates such suspension, including but not limited to the repair, inspection, replacement or faults relating to information or communication equipment including computer and communication interruptions. In such case, BSO will use reasonable efforts to notify the Seller of the temporary suspension of the Services and reason(s) therefor. Subject to applicable law, in the absence of willful misconduct by BSO, BSO shall not be liable for any damages or losses arising from such suspension or interruption of the Services.

4. BSO may restrict or temporarily suspend the Services if providing the Services is rendered impossible due to a Force Majeure event, as defined in Article 15.

 

Article 4.Management of Seller Account and Password

1. Upon successful Application to be a Seller, each Seller will be assigned a Seller account accessible by password. The Seller shall be solely responsible for the management and protection of its Seller account and password and may under no circumstance transfer to third parties or let others use his/her/its Seller account or password. At the request of the Seller, BSO may change the password to his/her/its Seller account at any time.  

2.Unless caused by the default of BSO, the Seller shall be solely liable for any loss or damage caused by disclosing, transferring, or allowing third parties use his/her/its Seller account or password.

3.If the Seller suspects or has reason to believe that his/her/its Seller account  name or password has been stolen, leaked or used by third parties without permission, the Seller shall immediately notify and permit BSO to take any action that it deems necessary, including suspending or closing the Seller account.

Article 5.Submission of Personal Information

1.Only an individual aged at least 18 years old or a business entity (whether individual or corporation) is eligible to use the Services. The Seller represents and warrants that he/she/it satisfies the abovementioned criteria.

2. The Seller represents and warrants that the information submitted in his/her/its Application is true, accurate and up-to-date, and:

a) if he/she is an individual, made under his/her real name as reflected in his/her NRIC number or passport; or

b) if it is a company, made under the name that the company was incorporated under, as reflected in the national register of companies of the country of its incorporation.

3. BSO reserves the right at any time to require the Seller to submit any relevant personal identification information and/or business registration certification at a designated location and through methods as instructed by BSO to verify the information submitted.  No Seller may claim against BSO for damages, including outstanding payment of Sales Amount, resulting from its delay in submitting such identification information.

4. In the event of any change in the information submitted to BSO, whether at the time of submission of the Application or otherwise, the Seller must immediately notify BSO and provide his/her/its updated information.

5.Any damage or loss caused by the Seller’s failure to update his/her/its personal information shall be borne by the Seller and BSO shall not be liable for such damages or loss to any person.

Article 6.Term and Termination of Seller Agreement

1. The term of the Seller Agreement shall commence from the date on which the Seller’s Application has been approved by BSO and shall continue until terminated by either party. 

2. BSO may terminate the Seller Agreement in any of the following events:

a)    where the Seller infringes on the rights, reputation, credit or other interests of other Sellers on the Electronic Marketplace Platform or engages in any act in breach of applicable laws and/or regulations or good public order and morals;

b)    where the Seller obstructs or attempts to interfere with the provision of the Services by BSO;

c)    where the Seller submits false information to BSO in his/her/its Application, including the use of names, identification numbers or business registration numbers that do not belong to the Seller who makes the Application;  

d)    where the Seller provides false information or wrongfully uses or misappropriates a third party’s information in the course of utilising the Services;

e)    where the Seller is found to have breached its fulfillment obligations under Article 9 on 3 occasions within a rolling period of 6 months;

f)     where a Seller is found to have sold, offered for sale or advertised any Product listed in Article 7.5;

g)    if, in BSO’s sole and absolute determination, excessive claims are filed by Buyers against the Seller;

h)    if BSO suffers any loss (whether tangible or not), such as a loss of reputation, due to an event attributable to the Seller such as a breach of relevant laws and regulations;

i)      if there occurs any change or development involving a prospective or actual change in national/international monetary, financial, economic, legal or political conditions (whether or not foreseeable) that would render the performance of the Seller Agreement impossible or impracticable for BSO; or

j)      where BSO finds it necessary or desirable in its reasonable judgment to refuse to provide the Services.

3. If a party breaches the Seller Agreement and fails to cure such breach within 5 Business Days from the receipt of the other party’s request for curing such breach, the other party may terminate the Seller Agreement.

4.If any party intends to terminate the Seller Agreement pursuant to Article 6.2 or Article 6.3, it shall notify the other party through e-mail, telephone or such other means as BSO may in its sole and absolute discretion specify. The Seller Agreement shall be terminated at the time of the terminating party’s notification of such intent to the other party.

5. Either party may terminate the Seller Agreement at any time without cause by giving at least 30 days prior written notice to the other party of its decision to terminate the Seller Agreement.

6. If the Seller Agreement is terminated, the Seller shall immediately cease to use any and all of the Services and BSO will immediately cease to provide all the Services to the Seller.   

7.Notwithstanding the termination of the Seller Agreement, the Seller shall take all appropriate actions such as delivering or making exchanges on any outstanding order and paying all outstanding sums owed to BSO and Buyers so as to complete any and all outstanding transactions. Provisions herein relating to Seller’s liability or responsibility in connection with the delivery, exchange or refund of Products by the Seller prior to the termination shall survive the termination of the Seller Agreement.

Article 7.Seller’s Listing Activities

1. The Seller shall:

a)submit to BSO key information regarding the Products that it intends to sell on the Electronic Marketplace Platform for BSO to list on each Product’s description page, including images of the Product, its Sales Price, its Product name, a short description of the Product, the size and colours available, its dimension and weight, its brand name, its country of manufacture, any relevant Product certifications, the categories under which the Product should be listed, the Seller’s name, address, logo and contact person(s), phone number, and any other information that BSO may from time to time request; and

b) be responsible for updating information posted on the Electronic Marketplace Platform pertaining to the quantity of Products available for sale on the Electronic Marketplace Platform,(collectively the “Product Information”).

2. BSO reserves the right in its sole and absolute discretion to reject any Product from being listed on the Electronic Marketplace Platform.

3.The Seller shall ensure that all Product Information is at all times complete, accurate and up-to-date, and complies with all applicable laws and regulations. The Seller shall bear all liability and shall fully indemnify BSO against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any errors, inaccuracies or breach of laws and regulations in relation to the Product Information. For avoidance of doubt, any omission in providing the required Product Information to BSO shall be considered a breach of the Seller’s obligation under this Article.

4.BSO will use reasonable endeavors to ensure that the Product Information provided by the Seller is accurately and completely listed on the Product’s description page. In every case, BSO will provide the Seller with a draft Product description page, and the Sellers shall confirm that the Production Information contained therein is complete, accurate and up-to-date before BSO will list the draft Product description page on the Electronic Marketplace Platform. BSO shall not be liable for any actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any errors or inaccuracies contained in the Product description page.

5. The Seller shall ensure that the following Products shall not be submitted to BSO for listing on the Electronic Marketplace Platform:

a)    Products that contain misleading advertising or false claims, whether on the Product label itself, in the Product description page on the Electronic Marketplace Platform or otherwise;  

b)    Products that infringe third-party rights, including property rights and intellectual property rights;

c)    Products that are obscene or vulgar;

d)    industrial Products which have failed to pass inspection/examination;

e)    illegal copies of videos, music or games;

f)     stolen or lost Products;        

g)    Products which Singapore Customs classifies as “prohibited goods” or “controlled goods”; or

h)    any goods for which an on-line transaction to offer to sell, sell and/or purchase such goods is prohibited under applicable laws and regulations.

6. The Seller shall obtain all necessary approvals and licenses and meet all qualifications or requirement necessary under all applicable laws and regulations to sell the Products. The Seller shall bear all liability and shall fully indemnify BSO against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of the Seller failure to obtain such approvals and licenses or to meet such qualifications or requirements.

7.The Seller shall respond to any and all enquiries made by BSO within 3 Business Days.

8.No Seller shall use the trade name, trademarks or logos of BSO or Bugis Street Development Pte Ltd as part of the Product Information submitted to BSO, or in any other way, without BSO’s prior written consent. No Seller shall represent in any way that they are associated, endorsed or act as representatives of BSO.

Article 8.Subscription Fee

1. The Seller will pay to BSO a monthly Subscription Fee based on the type of Services that it chooses to utilise, calculated in accordance with the payment schedules set out by BSO.

2.The Subscription Fee shall be paid by GIRO into any account that BSO may specify, or by any other means that BSO may from time to time and in its sole and absolute discretion specify. The Subscription Fee shall be paid in advance on the 1st day of each month. Notwithstanding the above, the Seller will pay to BSO the first 3 months’ Subscription Fee in advance by cheque, upon its successful Application to be a Seller.

3.The Seller shall bear all costs arising from any unsuccessful GIRO deduction or other failed attempts at paying the Subscription Fee to BSO in accordance with Article 8.2.

4.BSO reserves the right to deduct any Subscription Fee payable by the Seller from any Sales Amount due to the Seller under the Settlement process.

Article 9.Fulfilment of Orders

1. Upon the Buyer's payment to BSO for the purchase of any Product, an Order Receipt / Packing Slip will be generated. BSO shall notify the Seller of the Order Receipt / Packing Slip via email and the Seller shall access his/her/its Seller account to view and fulfill the Order Receipt.

2. The Order Receipt shall constitute the Buyer's offer to purchase the Products, and the Seller agrees to accept all such offers made by the Buyer. BSO shall communicate the Seller's acceptance of the offer to the Buyer, on the Seller's behalf, by sending the Buyer a Confirmation of Order. For avoidance of doubt, BSO only acts as a conduit through which the Seller's acceptance of the order is communicated to the Buyer, and BSO shall at no time act or be deemed to act as an agent of the Seller.

3. The Seller shall fulfill the Order Receipt by:

a)    properly packing the ordered Products to prevent any possible damage in the course of delivery; and

b)    delivering the package containing the ordered Products to the Buyer according to the delivery method specified at the point of sale.

4. The Seller shall bear all costs related to the delivery of the package containing the ordered Products to the Buyer.

5. The Seller shall ensure that the package containing the ordered Products is delivered to the point of delivery within 3 Business Days of receiving notice of the Order Receipt / Packing Slip.

a)   If the Seller is unable to fulfill orders due to inaccurate product inventory/stock.

  1. i. The Seller shall ensure that all product inventories are accurate at all times. If a product is displayed as in stock, the Seller is responsible for fulfilling the order if the product is purchased. If the Seller is unable to fulfill the order within 3 Business Days due to inaccurate product inventory reporting, the Seller shall be subjected to a penalty equivalent to twice the purchase price of the product.

b)    If the Seller is unable to fulfill orders within the stipulated timeframe.

  1.  ii.  The Seller shall ensure that Buyers' orders are delivered within 3 Business Days of receiving notice of the Order Receipt / Packing Slip. For each day (24 hours), or part thereof, that the Seller fails to comply with this stipulated deadline, the Seller will be subjected to a penalty equivalent to the purchase price of the product.

6. The Seller shall bear all liabilities and shall fully indemnify BSO against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of the Seller's failure to comply with this Article.

Article 10.Exchange and Refund

1. The Buyer may at any time return the purchased Product to the Seller and request that the Seller exchange it for a similar replacement Product, if the received Product is defective or does not otherwise conform with the Product description at the time of delivery (“Defective Product”). If an exchange is impossible or unreasonable, the Buyer shall be entitled to a full refund from the Seller. The Seller shall honour all such requests for refunds or exchanges.

2. The Seller shall bear all costs and expenses arising from the return of Defective Products from the Buyer to the Seller, and the delivery of the replacement Products from the Seller to the Buyer.

3.If any defect which may adversely affect users’ safety is found in the purchased Products, the Seller shall recall all the Defective Products at its own expense and shall bear all liability and fully indemnify BSO against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of such defects.

Article 11.Settlement of Sales Amount

1. BSO shall pay the Seller, via GIRO or any other method that BSO in its sole discretion deem fit, the Sales Amount due to the Seller within 30 days of receiving payment from the Buyer for the purchase of Products (“Settlement”).

2. The Sales Amount shall be calculated by subtracting the following from the Product’s Sales Price:

a)    the Transaction Commission payable by the Seller;

b)    any outstanding Subscription Fee payable by the Seller in accordance with Article 8.3

c)    any taxes payable by the Seller in accordance with Article 14.1;

d)    any bank charges, payment gateway charges, or any other transaction fees arising out of any transaction made on the Electronic Marketplace Platform; and

e)    any other sums owed to BSO by the Seller or any expenses incurred by BSO from any event attributable to the Seller, including but not limited to the settling of any claims brought by a Buyer.

3.If the Seller Agreement is terminated, BSO may, for 30 days from the termination date, suspend the Settlement process and use the retained Sales Amount for paying any additional charges and payments owed by the Seller to BSO, after which BSO shall pay the Seller any remaining amount after such matters are settled.

4.BSO may, at any time, reserve the Settlement of the Sales Amount upon occurrence of any of the following events:

a)    if the Buyer pays by credit card, BSO may reserve the remittance of the Sales Amount for up to 2 months in order to check whether the sale constitutes a fictitious transaction due to wrongful use of credit cards;

b)    if reservation of Settlement of the Sales Amount is requested by the courts or other eligible third-party, BSO may reserve the Settlement of the Sales Amount until such request is released, or pay the Sales Amount to a creditor which BSO considers fit;

c)    if the Seller is found to have offered for sale Products not fit for sale or if there is concern that numerous Buyers may request for exchange or refund of the Seller’s Products, BSO may reserve Settlement of the Sales Amount for 3 months; or

d)    if similar types of claims continually occur between the Seller and Buyers, BSO may reserve the Settlement of the Sales Amount for a period specified by BSO, in contemplation of any potential claims from Buyers in the future.

5. Without limiting the generality of the foregoing, BSO may, under applicable laws or with reasonable ground, reserve the Settlement of all or part of the Sales Amount for a period specified by BSO by giving prior notice to the Seller.

6.The Seller shall immediately notify BSO if there is a change in his/her/its address or Settlement Account. BSO shall not be liable for any damages and losses incurred due to any delay in such notification.

Article 12.Protection of Buyers’ Personal Information

1. Except for the purposes of completing a transaction, the Seller shall not use the personal data of others (including Buyers) which has come to the Seller’s knowledge in the course of using the Services. The Seller undertakes to comply with all applicable laws and regulations related to the protection of personal data, including but not limited to the provisions of the Personal Data Protection Act 2012 (Act 26 of 2012). In case of a breach of this Article, the Seller shall be subject to all applicable civil and criminal liabilities, and shall indemnify and hold BSO harmless from any and all damages and losses incurred from his/her/its violation.

2. Seller hereby consents to its personal data being collected, used and/or disclosed by BSO for the purposes of carrying out any of the activities in connection with fulfilling this Agreement.

Article 13.Prohibited Activities

1. The Seller shall not engage in any of the following activities and shall bear all liability and shall fully indemnify BSO against all actions, claims, proceedings, costs and damages and all legal costs or other expenses arising out of any violation of this Article:

a)    Fictitious Transaction

  1.  i.The term “fictitious transaction” means a transaction under which the Seller buys Products which the Seller itself has submitted for listing for sale on the Electronic Marketplace Platform, for the purpose of raising its sales figures. BSO prohibits Sellers from entering into such fictitious transactions.
  1.  ii. BSO may, when it finds any fictitious transaction, request the concerned Seller to voluntarily cancel such transaction and the Seller shall comply with such request.

b)    Direct Transaction

  1.  i. The term “direct transaction” means any transaction entered into between the Seller and the Buyer for a Product listed on the Electronic Marketplace Platform through any means other than Electronic Marketplace Platform. BSO prohibits any type of direct transaction, including solicitation of direct transactions or accepting the solicitation of direct transactions.
  1. ii. Without prejudice to the generality of the above, the following constitutes examples of prohibited direct transactions:
  1.  I. posting a link on the Product description page to a shopping mall or other online stores other than BSO’s Electronic Marketplace Platform;
  2.   II.  posting a statement that certain benefit will be given to the Buyer if the Buyer purchases the Products through the Seller’s own website;
  3.   III.  inducing the Buyer to directly contact the Seller by offering additional benefits;
  4.  IV. posting the Seller’s account number under the guise of requesting for the prepayment of shipping charge or otherwise; or
  5. V. posting a statement inducing the Buyer to pay the Sales Price directly to the Seller, such as by requesting the Buyer to remit the Sales Price to the Seller’s account.

c)    Multiple Registering or Registering at Inappropriate Category

  1.  i. BSO prohibits the multiple registering of Products. Examples of multiple registering include:
  1.  I. registering one Product more than once in the same category;
  2.  II.registering one Product in 3 or more similar categories; or
  3.  III.registering one Product in two or more categories by varying the description or promotion contents of the Products, such as name, quantity, bonus items, interest amount, etc.
  4.   ii. The term “registering at inappropriate category” means registering Products at a non-related category. The Seller shall not submit inappropriate categories for BSO to register its Products under.

d)    Use of Inappropriate Keywords

  1.  i. The Seller shall not use inappropriate or irrelevant keywords for the purpose of obtaining more search views for its Products.

e)    Trademark Infringement

  1.  i.  Before using third-party’s trademarks or logos, the Seller shall obtain written consent from the owner of such trademarks or logos. Failure to do so may constitute an infringement of third-party’s intellectual property right and also be in violation of the applicable laws and regulations.
  2.  ii.  BSO may suspend the sale of Products illegally using third-party’s brand as the title, keyword or description of the Products.

f)     Copyright Infringement

  1.  i. BSO prohibits Sellers from using third-party’s inventions or creations expressing such third-party’s thoughts or emotions, such as photographs taken by such third-party or phrases or images created by such third-party without such third-party’s consent, or any activities that infringe the copyrights of any other parties. Examples of such copyright infringement include the following:
    1.  I. using or making links to photographs, images or phrases created or produced by third-party without such third-party’s consent;
    2.  II.posting newspaper articles without permission or using newspaper articles (or a part of it) for the purpose of advertising Products; or
    3.  III.using an image captured from a broadcast in advertising Products.

g)    Portrait or Name Infringement

  1.   i.The use of photographs and motion pictures of celebrities are prohibited.  They may constitute infringement of the copyright of such celebrities, their managers or advertisers. The prohibited uses include the following:
    1.   I.  using celebrity’s photographs scanned in a magazine without his/her consent;
    2.   II. using celebrity’s motion pictures without his/her consent;
    3.   III.adding words such as “style” to a celebrity’s name without his/her consent and using the combined words in the title, keyword or description of the Products for sale; or
    4.  IV. using an image captured from a broadcast.

Article 14.Tax Liability

1. The Seller shall be responsible for all tax liabilities arising out of any transaction made on the Electronic Marketplace Platform, including but not limited to Goods and Services Tax, and shall reimburse BSO the full amount of any tax payment made in relation to such transactions. BSO reserves the right to deduct any tax liabilities payable by the Seller from any Sales Amount due to the Seller under the Settlement process.

Article 15. Force Majeure

1. Force Majeure refers to any event which renders the performance of this Seller Agreement impossible or illegal, and the occurrence of which is beyond the reasonable control of the party affected including, without limitation, war, terrorism, acts of God, strikes or other labour disputes or governmental intervention (including quarantine or isolation orders).

2. Neither party shall be deemed in default of this Seller Agreement if the performance or any part of their respective obligations under this Seller Agreement is delayed or becomes incapable of performance by reason of a Force Majeure event. If the Force Majeure event shall occur to the extent that this Seller Agreement cannot be enforced or performed according to its terms for a period in excess of 6 consecutive months, this Seller Agreement shall be deemed to have terminated at the end of such 6 month period.

Article 16.Amendment of Terms and Conditions

1. BSO may, from time to time amend the terms and conditions of this Seller Agreement to the extent permitted under the applicable laws and regulations, and in accordance with this Article herein.  

2.  If BSO intends to amend the terms and conditions of this Seller Agreement, it will notify the Seller of such intended amendments and specify the effective date of the amendments at least 7 days prior to the effective date of the amendments. The Seller shall indicate its acceptance of such amended terms and conditions, in such form as BSO may require, before continuing to use the Services.

3. Sellers who fail to indicate their acceptance of the amended terms and conditions, but continue to use the Services after such amendments have been notified and implemented will be deemed to have fully agreed to all such amendments.

Article 17.Limitation of Liability

1. Subject to the provisions of any applicable law, the Seller agrees that BSO shall not be responsible for any material or data sent or received or not sent or received or any transactions entered into by any other party apart from BSO, through the use of the Service. The Seller specifically agrees that BSO is not responsible or liable for any threatening, defamatory, obscene, offensive or illegal content or conduct of any other party or any infringement of another party’s rights, including intellectual property rights.

2. To the fullest extent permitted by law, BSO shall not be liable for any special, incidental, indirect, punitive or consequential damages of any kind, or any damages whatsoever, whether in contract, tort, strict liability or otherwise arising out of or in connection with the use of, or inability to use the Services, whether or not BSO has been advised of the possibility of such damages.

3.The Seller undertakes and warrants that it shall not bring or allow to be brought any legal claim whether directly or indirectly arising in connection with this Agreement, against Bugis Street Development Pte Ltd.

Article 18.No Warranties

1. In all transactions between the Buyer and the Seller made via the Electronic Marketplace Platform, BSO does not warrant or represent the quality, safety, usability, functionality or legality of Products advertised, the truth or accuracy of the content on the Product description page, the ability of the Seller to deliver the Products or the ability of Buyer to pay for the Products.

2.The Seller shall not hold BSO responsible for other Seller’s actions or inactions, including Products that they list or content that they post on the Electronic Marketplace Platform.

Article 19.Indemnification

1. Upon request by BSO, the Seller agrees to defend, indemnify, and hold harmless BSO and its employees, contractors, officers, directors, and Bugis Street Development Pte Ltd, from all liabilities, claims, and expenses, including legal fees, that arise from the Seller’s use or misuse of the Services, including without limitation content sent or posted by the Seller on the Electronic Marketplace Platform, the Seller’s non-compliance with the terms and conditions of this Seller Agreement, or the Seller’s violation of any third-party rights.  BSO reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Seller, in which event the Seller will cooperate with BSO in asserting any available defenses.

2.BSO does not interfere and will not indemnify the Seller for any losses arising from disputes between the Seller and Buyers over information on Products listed on the Electronic Marketplace Platform by the Seller and any Seller’s transactions with the Buyer. The Seller shall bear all liability resulting from any dispute arising and shall compensate BSO for all damages, losses and expenses incurred by BSO. However, BSO may at its discretion intervene in such dispute through BSO’s own dispute mediation center (or customer service center) for the purpose of reasonable and smooth settlement, in which case the Seller shall in good faith respect the center’s decision to the fullest extent practicable.

Article 20.Confidentiality

1. Unless otherwise required under applicable laws and regulations, neither party shall disclose to any third party the other party’s confidential information, including Buyer list, technology information, production and sales plans and know-how, and use the confidential information other than for performing the Seller Agreement.

2. The above obligation will survive for 3 years following the termination of the Seller Agreement.

Article 21.Jurisdiction

1.This Seller Agreement shall be governed by and interpreted in accordance with the laws of Singapore.

2.The courts of Singapore will have exclusive jurisdiction over any legal action or proceedings arising out of, with respect to, or in connection with any disputes over the terms and conditions of this Seller Agreement.

Article 22.Assignment

1.This Seller Agreement is personal to the Seller and the Seller may not transfer, assign or delegate these rights granted and obligations undertaken hereunder to anyone without the express written permission of BSO.  Any attempt by the Seller to assign, transfer or delegate this Seller Agreement without the express written permission of BSO shall be null and void.  BSO may transfer, assign or delegate its rights and obligations at its sole discretion and without notice. 

Article 23.Entire Agreement

1. This Seller Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

2. Each party acknowledges that in entering into this Seller Agreement it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Seller Agreement.

3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Seller Agreement.

4.Nothing in this Article shall limit or exclude any liability for fraud.

Article 24.Variation

1.Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Seller Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Seller Agreement which have already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this agreement shall remain in full force and effect, except and only to the extent that they are so varied.

Article 25.Waivers/Company’s Rights and Remedies

1.No failure or delay by BSO in exercising any right or remedy provided by law under or pursuant to this Seller Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

2. The rights and remedies of BSO under or pursuant to this Seller Agreement are cumulative, may be exercised as often as BSO considers appropriate and are in addition to its rights and remedies under general law.

3. The rights and remedies of BSO under this Seller Agreement shall not be affected, and the Sellers’ liabilities under this Seller Agreement shall not be released, discharged or impaired by any event or matter whatsoever, other than a specific and duly authorised written waiver or release by BSO.

Article 26.No Agency    

1.Seller undertakes and warrants that it shall not represent in any way that:

a)    it is acting on behalf of BSO; or

b)    BSO is acting on behalf of any Buyer,

in connection with the transaction of any Products.

2.No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended, exists or is created between BSO and any Buyer or Seller solely by reason of BSO’s provision of the Services.

Article 27.Severance

1.BSO’s performance of this Seller Agreement is subject to existing laws and legal process, and nothing contained in this Seller Agreement is in derogation of BSO’s right to comply with governmental, court and law enforcement requests or requirements relating to the Seller’s use of the Services or information provided to or gathered by BSO with respect to such use.

2.f any part of this Seller Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Seller Agreement shall continue in effect.

Article 28.No Third Party Rights

1. Except for Bugis Street Development Pte Ltd as provided in Article 17.3 and Article 19.1 of this Agreement, and BSO’s affiliates, directors, employees or representatives, a person who is not a party to this Seller Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of this Seller Agreement.