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Supplier Terms of Use

Last updated : 11 September 2019

1. Definitions

The following definitions and rules of interpretation apply in these Terms of Use:

a. “Account” refers to a Buyer Account and/or Seller Account individually or collectively.

b. “Buyer” refers to any person that has registered a Buyer Account in accordance with these Terms of Use.

 

c. “Confidential Information” refers to all information identified as confidential by the Parties, know-how, methodology, trade secrets, ideas, concepts, technical and operational information, scientific or technical processes or techniques, processes, sequences, customer lists, information relating to the Parties’ business, operations or strategies, intellectual property, information relating to actual or prospective suppliers or competitors.

 

d. “Listing” refers to product(s) or stock keeping unit(s) (SKUs) listed on Zeemart Zoom

 

e. “Platform/Zeemart Zoom” means both (i) the web and mobile versions of the website operated and/or owned by Zeemart which is presently located at the URL www.zeemart.asia and (ii) any mobile applications made available from time to time by Zeemart Asia, including iOS and Android versions.

 

f. “Product” means any good listed by Sellers on our Platform.

 

g. “Seller”/ “Supplier” refers to any merchant that has registered to sell a Product on our Platform.

 

h. “Supplier Panel” refers to a web panel that enables suppliers to do the following but is not limited to:

i. monitoring orders from Zeemart customers;

ii. managing customer information;

iii. managing price/quantity changes to product(s) or SKU(s); and

iv. extracting reports.

2. General Terms

These Terms of Use govern your use and access to our services, including our website(s), our application(s), our application programming interfaces (APIs), our notifications and any information or content appearing therein (collectively our “Platform”).

3. Operating Hours

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4. Transactions on Our Platform

a. Party B acknowledges that parties other than Zeemart list and sell Products on our Platform. For the avoidance of doubt, each agreement entered into for the sale of a Product shall be an agreement entered into directly and only between the Seller and Buyer.

 

b. Party B acknowledges that Zeemart may at our sole discretion but are not obliged to and do not guarantee to, check, audit, or monitor the information contained in Listings.

 

c. Zeemart is not a party to any contract for the sale or purchase of Products in Listings.

 

d. Zeemart is not involved in any transaction between a Buyer and a Seller in any way, save that we facilitate a marketplace for Buyers and Sellers and process payments on behalf of Sellers.

 

e. Zeemart is not an agent for any Buyer or Seller, and accordingly, we will not be liable to any person in relation to an offer for sale or sale or purchase of any products listed on our Platform.

 

f. Zeemart is not responsible for the enforcement of any contractual obligations arising out of a contract for the sale or purchase of any Products and we will have no obligation to mediate between the parties to any such contract.

5. Access

Party B undertakes to provide Zeemart with reasonable access to the Product at all times in order for Zeemart to exercise our rights under our Terms of Use. Zeemart will generally give Party B reasonable notice before doing so, unless Zeemart must act quickly in order to protect our interest in the Product.

6. Subscription

a. Party B shall be required to pay a monthly subscription fee (the “Monthly Fee”).

 

b. The amount of the Monthly Fee shall be mutually agreed by the Parties in a separate document.

 

c. Party B agrees that there is a minimum of three (3) months commitment period upon the commencement of this subscription.

 

d. Party B agrees that the subscription fees for the first three (3) months are to be paid in advance (the “Advance Payment”).

 

e. Subsequently, Party B shall be required to pay the Monthly Fee to Zeemart on the 1st of every month.

 

f. The commencement of the subscription shall take place when Zeemart sends the first introductory EDM or upon listing of Party B’s product(s) on the platform or 30 days from sign up or whichever is earlier.

 

g. The subscription shall remain in full force until terminated by Party B.

7. Onboarding

a. Party B agrees to pay Zeemart a one-time fee (the “Onboarding Fee” for onboarding on Zeemart’s Platform.

 

b. The amount of the Onboarding Fee shall be mutually agreed by the Parties in a separate document.

 

c. Party B shall be required to provide Zeemart with the following information (the “Relevant Information”) for a successful onboarding: -

d. Zeemart shall undertake the onboarding process as soon as reasonably possible after the Relevant Information has been provided.

i. Company description;

ii. Product description;

iii. High resolution product photos;

iv. Product Prices;

v. Product Minimum Order Quantity/Volume; and

vi.Any other information mutually agreed by both parties

8. Integration

a. Party B shall bear any costs associated with integrating the supplier panel to third party Enterprise Resource Platform(s) (“ERPs”), Accounting Systems or any other software/systems.

 

b. Party B shall liaise directly with its relevant Systems Integrator (“SI”) to perform the integration.

 

c. Zeemart shall assist with the integration process by opening all relevant Application Programming Interface(s) (“APIs”)

 

d. Zeemart bears no liability/responsibility for the successful integration.

9. Value Added Services (VAS)

a. Zeemart may also provide the following services, including: Facebook banners, Facebook advertisements, featured articles on the Zeemart website, Electronic Direct Mail(s) (“EDMs”), Google Display Network (“GDN”) banners, and dedicated sampling/networking events as part of the subscription package.

 

b. These VAS are dependent on the subscription plan, and will be provided at Zeemart’s discretion, upon Party B’s commitment to a twelve (12)-month subscription plan.

10. IMDA’s SMEs Go Digital initiative

a. Zeemart’s involvement in the Info-Communications and Media Development Authority (“IMDA”) of Singapore’s SMEs Go Digital initiative allows certain suppliers to benefit from grants disbursed by IMDA.

 

b. Such grant disbursements typically cover subscription of up to one year, onboarding fees and integration fees, and are completely at the discretion of IMDA.

 

c. Party B agrees that Party B has to subscribe to a minimum of a twelve (12)-month subscription plan for Party B qualify for the IMDA grant.

 

d. Party B agrees that once it has subscribed to a twelve (12)-month subscription plan pursuant to the IMDA requirement to qualify for the grant, there is no refund permitted.

 

e. As part of the IMDA grant, IMDA shall defray up to seventy percent (70%) of the cost.

 

f. Party B agrees Party B has to commit to an upfront payment of twelve (12) should Party B want to use the IMDA grant.

 

g. Party A agrees that for any Party B is liable for cost of any software maintenance/professional service exceeding the amount actually paid for by the Party B for the 12-month period immediately preceding the date of commencement.

11. Payment Terms

a. Party B has to pay Zeemart upon successful introduction which would be notified by electronic direct mail (EDM). 

 

b. All payments are to be affected by a

       i. bank transfer; or 

       ii. cheque payable to : -

Name: Zeemart Pte Ltd 

Bank: DBS Bank Ltd Singapore

Country: Singapore

Account Number: 003-945008-7

Swift Code: DBSSSGSGXXX

Bank Code: 7171

Branch Code: 003

12. Fulfilment of Orders

Party B shall undertake the responsibility for the fulfilment of all orders accruing on the Zeemart Platform unless otherwise stated.

13. Orders

All orders made are subject to stock availability, Zeemart reserves the right to cancel, amend or reject your order in whole or in part, at any time and without liability or compensation, where any product is out of stock or unavailable for any other reason.

14. Listings

Zeemart attempts to be as accurate as possible in the description of the products displayed on the Website. However, as the descriptions are based on information provided to us by the Partners (who remain responsible for them), Zeemart cannot guarantee that all details are accurate, complete or error free.

15. Price Display, Charges and Payments

a. The price listed on Zeemart serve as indicative purpose; they are subject to verification by Zeemart.

 

b. Zeemart does not offer price matching or price guarantees.

 

c. Payment for all orders shall be made in Singapore dollars.

 

d. By transacting on Zeemart, Party B authorises us to transmit information or to obtain information about you from third parties from time to time and this may include verification checks involving your debit or credit card number or credit reports in order to authenticate your identity, to validate your credit card, to obtain an initial credit card authorisation, to protect you and us from fraud, and to enable us to arrange delivery of your order to your nominated delivery address.

16. Account Suspension

a. Party B agrees that Zeemart has the right in its sole and absolute discretion and without notice or liability to 

i. restrict, suspend, or terminate your access to all or any part of the Site, App or Service; and/or

ii. terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account,      without assigning any reason.

 

b. Without prejudice to the generality of the above, Zeemart reserves the right to deactivate your Account if it has been inactive for a period of 12 months or more, or if you are in breach of any of our Terms of Use.

17. Termination

Party B shall be required to give three (3) months’ prior notice, in writing, should Party B decide to terminate this subscription with Zeemart.

18. Indemnity

a. Party B agrees to indemnify and hold Our Entities harmless from and against all liabilities, damages, claims, costs (including legal fees and costs), and expenses in connection with or arising from (i) your breach of these terms, (ii) your use of our Platform and/or (iii) any misrepresentation made by you.

 

b. Party B also agree to fully co-operate with us in the defence or settlement of any claim in relation to or arising out of our Platform or these terms.

19. Limitation of Liability

a. To the fullest extent permitted by law, we (including our holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners and licensors (collectively, “Our Entities”)) expressly limit our liabilities in connection with or arising out of the provision of the Platform as follows:
 

i. we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;

ii. we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide;

iii. we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;

iv. we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);

v. we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and

vi. we are not responsible for the conduct of or any content or information submitted or posted by any user of the Platform (whether online or offline).

b. To the fullest extent permitted by law, Our Entities are not liable to you or others for:

i. we provide the Platform and any products or services we offer on an “as is” and “as available” basis, and your access to or use of our Platform is at your own risk;

ii. we give no assurance, representation or warranty of any kind (whether express or implied) about the Platform and any products or services we provide;

c. Subject to the limitations and exclusions in our Terms of Use, Zeemart shall not be liable for any negligence or wilful misconduct, corruption, and any loss of actual or anticipated revenue, profit or savings, loss of business, loss of opportunity, loss of goodwill, loss of reputation, loss of damage or corruption of data or other incidental, indirect, special or consequential losses or damages, regardless of the legal theory it is based on and even if we have been advised of the possibility of such losses or damages in any case.

20. Software Exclusions

a. Party B agrees that Zeemart is not liable for the following: -

i. breach of or failure to comply with any Terms of Use or the applicable software terms;

ii. virus in Party B’s networking system environment;

iii. any changes or upgrades in your network or operating systems;

iv. causes that do not arise directly from or are extraneous to the software; and

v. tampering or modification of the software other than by our authorised representatives.

b. Services outside the scope of your service package are subject to additional charges.

21. Entire Agreement

a. These terms constitute the entire agreement between any user and us in relation to the use of or any transactions on the Platform.

 

b. These terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of or any transactions on the Platform.

 

c. Party B acknowledges that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.

22. Supplier Panel

Should Party B opt to have Zeemart’s Supplier Panel made available to them, Party B shall be wholly responsible for the management and data entry on the Supplier Panel.

23. Data Hosting

a. Zeemart hosts all data on Amazon Web Services.

b. Zeemart does not share discreet data with any entity.

c. Party B understands that Zeemart might in the course of its business share aggregated data.

24. Confidentiality

a. Each Party agrees that it will not use any Confidential Information received from the other Party except for the purposes of performing its respective obligations under this Terms of Use.

 

b. Each Party agrees that it shall disclose the Confidential Information of the other Party to its employees only on a “need to know” basis to the extent necessary in order for its employees to perform the obligations under this Terms of Use and shall ensure that its employees are bound by similar obligations of confidentiality and non-disclosure with respect to the other Party’s Confidential Information. Each Party shall maintain and observe reasonable procedures to prevent the unauthorised access to, disclosure or use of the other Party’s Confidential Information. Apart from disclosure to its employees on a “need to know” basis, the receiving Party agrees not to disclose any Confidential Information received from the disclosing Party to any third party except with the prior written consent of the disclosing Party.

c. The obligation of confidentiality set out in this shall not apply to any information or materials to the extent that such information or materials which:

i. were in the public domain at the time of disclosure to the receiving Party;

ii. the receiving Party can demonstrate based on written records was already in its possession prior to its disclosure under this Terms of Use;

iii. the receiving Party receives from an independent third party and the disclosure by the independent third party to the receiving Party is not in breach of any obligation of confidentiality or non-disclosure;

iv. are subsequently and independently developed by employees of the receiving Party (as evidenced by the receiving Party’s written records) who had no prior knowledge of the disclosed information;

v. are required to be disclosed by law, order of a court of law or appropriate government agency provided that the receiving Party informs the disclosing Party as soon as possible to enable the disclosing Party to seek a protective order or other appropriate remedy to prevent the disclosure or limit the extent of the disclosure; or

vi. are for the purpose of disclosure to professional advisers and/or insurers.

d. Upon the expiry or termination of this Terms of Use, each Party shall cease the use of the other Party’s Confidential Information and shall, if so requested by the other Party, either return all copies of Confidential Information received from the other Party or destroy all Confidential Information received from the other Party and provide a written undertaking to the other Party that all Confidential Information has been destroyed, save for copies which have to be retained for operational/audit purposes or compliance with law/corporate governance requirements.

25. Intellectual Property Rights

a. All intellectual property rights subsisting in respect of the services belong to Zeemart or have been lawfully licensed to Zeemart for use in connection with the services. All rights under applicable laws are hereby reserved. Party B agrees not to upload, post, publish, reproduce, transmit, or distribute in any way any component of the website itself, the Content, or any access to any service, or create derivative works with respect thereto, except with the prior written consent of Zeemart or unless expressly permitted in these Terms of Use. The website, Content, and Services are copyrighted under applicable laws.

 

b. Trademarks, service marks, trade names, and logos used and displayed on the Platform (the “Trade Marks”) are registered and unregistered trademarks of us or third parties. Nothing on the Platform and in these Terms of Use shall be construed as granting, by implication, estoppel, or otherwise, any licence or right to use (including as a meta tag or as a “hot” link to any other website) any Trade Marks displayed on the Services, without the written permission of us or any other applicable trade mark owner.

26. Contracts (Rights of Third Parties) Act

This Terms of Use has been made and is made solely for the benefit of the Parties and their respective successors and permitted assigns. A person who is not a party to this Terms of Use has no rights under the Contracts (Rights of Third Parties) Act of Singapore to enforce or enjoy the benefit of any terms under this Terms of Use.

27. Governing Law

This Terms of Use will be governed by and interpreted in accordance with the laws of Singapore. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of Singapore as regards any claim or matter arising under this Agreement.

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