I hereby confirm that I have read the terms and conditions below. I understand that by clicking on the box below, I have fully understood these terms and conditions. I confirm that I am above 18 years of age. Where I act on behalf of a body corporate, I acknowledge and confirm that I have the authority to enter into this Agreement on behalf of that body corporate. I acknowledge and I agree that these terms and conditions are binding on me the customer, and that this constitutes a contract between Bizmann System (S) Pte Ltd (the “Company”) and myself.
STANDARD TERMS & CONDITIONS
1. Platform
a. Fnbmarketglobal.com is a proprietary platform (“Platform”) owned by us (the “Company”) that allows third party customers and consumers (“Customers”) to purchase goods and/or services from you the suppliers, vendors and merchants (“Merchant(s)”).
b. There are various functions available to paid subscribers. Not all the functions described below will be available to you unless you are a paid subscriber. Please contact us for more information about such additional services and functions, and we will gladly conduct an introduction to how these services can help your business.
c. Depending on whether you are a paid subscriber, you will be able to :-
i. Create merchant lists (”Merchant Lists”) of the goods and services available from you;
ii.Create user content on pages showcasing your products and services;
iii. Send promotional materials to Customers of the Platform;
iv. Send emails, quotations and invoices through the Platform which acts as third party confirmation of such documents sent and received;
v. Take advantage of our system to create legally binding Merchant Agreements that is very simple to understand and use.
d. Please note that the system is designed to be easy to use, and easily administered by you. However, you will be responsible for the accuracy of all information provided by you, and you may suffer loss and/or may be liable for any information that is inaccurate, misleading or untrue.
e. IMPORTANT, PLEASE READ CAREFULLY : The purchase will be by way of buying goods and/or services from the platform at www.fnbmarketglobal.com (“Portal”). Customers will be able to access the products and services that are available through the Portal in various ways, including through Merchant Lists made available by you, through use of the search function, through promotions on the Portal, through quotations, through the Merchant’s product and services pages, or in other ways. Prior to purchasing these goods and/or services, please note that :-
i. Please note that prior to using our system, there are mandatory fields that you will need to fill in, such as price and delivery.
ii. There may also be additional terms and conditions that you wish to impose that are stated in the Merchant Lists, in quotations, or in a separate Merchant Terms and Conditions (collectively “Merchant T&Cs”) which the Customer must click-thru to read before proceeding further.
iii. Such terms and conditions are uploaded by you. However, we strongly advise you to keep all your terms and conditions in the separate Merchant Terms and Conditions rather than separately in the quotation or Merchant List in order to avoid disputes with the Customers.
iv. Once the Customer has read the Merchant T&Cs, if he wishes to proceed, the Customer may uphold his own Buyer Terms and Conditions (“Buyer T&Cs”), which you must read and agree to before confirming the order.
v. A draft Purchase Order (appending the Merchant T&Cs and Buyer T&Cs) (“PO”) will be generated for your acceptance and confirmation.
vi. If the Merchant does not accept your T&Cs, he will contact you, and you may negotiate directly with the Customer and agree on what terms and conditions shall apply before the Customer uploads a fresh Buyer T&Cs for you to accept.
vii. Once you confirms the order, this will form a binding contract between parties (“Merchant Agreement”) and the Portal will generate the confirmed PO. Nothing further needs to be done (i.e. no signature is needed) for the PO to be effective.
f. The Merchant Agreement constitutes a binding contract between you and the Customer. In the event that any of the information, or terms and conditions contained in the Merchant Agreement contradict any information stated in the Portal, the terms and conditions of the Merchant Agreement will prevail as between you and the Merchant. Where there is any material conflict in the documents, the following documents will take precedence in descending order :-
i. The PO
ii. The Buyer T&Cs
iii. The Merchant T&Cs
iv. Any terms in the Merchant’s Merchant Lists or Quotations
g. None of the terms and conditions in the Merchant Agreement shall bind the Company. Please note that you are entering a contract directly with the Customer. Therefore, please note that we the Company shall not be liable to you for any non-payment or other breach by the Customer of the Merchant Agreement, nor shall the Company be liable for any enforcement of the Merchant Agreement
h. Please also note that the information on the Portal, especially relating to the goods and service you provide, is provided by you. Therefore, please note that you shall be liable for defective goods or deficient services, or any delays in delivery, or otherwise for any representations or wrong information provided by you, and any claims that the Customer may have against you.
i. Please note that when we use the term “Services” in this Agreement, we refer only to the services we the Company provide in facilitating the transactions between you and the Customer. The Company does not act as the agent of the Customer in any way, and vice-versa. Neither the Company nor the Customer has the authority to bind the other party to any legal obligations vis-a-viz yourself.
j. Please note that all information uploaded by the Customer is his sole responsibility, and the Company is not responsible for verifying the accuracy of any such information.
2. Prices
a. The goods and services on the Portal constitute offers by you. There will be no contract of any kind between you and the respective Customer unless and until you have received our confirmation that the Merchant Agreement has been confirmed. At any point up until then, you reserve the right to amend or withdraw any goods or services that you have provided on the Portal without giving any reason.
b. The prices payable for the items and services that ordered are clearly set out on the Portal. If, by mistake, the prices on the Portal differ from the prices in the Merchant Agreement, the prices in the Merchant Agreement shall prevail. Please take care to confirm the prices on the Merchant Agreement before purchase. Notwithstanding this, please note that where there is any material discrepancy, you may still be liable to the Customer for inter alia misrepresentation.
c. All prices expressed are exclusive of GST unless otherwise stated, and GST at the prevailing rates shall be payable as necessary. It shall be your sole responsibility to input the applicable GST rate. Please be informed that charging GST where it is not applicable may subject you to civil and/or criminal penalty.
3. Delivery, Performance and Payment
a. Tracking : The Portal contains a function that allows the Merchant to upload the delivery status of goods. Please do note that this function is maintained, and information is solely uploaded by the Merchant, who is responsible for the accuracy of the information. The Company is not able to and not responsible for updating such information or verifying its accuracy. The Company will not entertain queries regarding the status of delivery progress.
b. Delivery : The Portal contains a function that allows the Customer to send confirmation of delivery to the Merchant through the Portal. Please note that is optional. The Company is not able to and not responsible for informing of confirmation of delivery of goods, updating such information or verifying its accuracy.
c. Payment : Payment is to be made directly by the Customer to you the Merchant (and subject to any applicable terms and conditions in the Merchant’s Agreement). The Company is not responsible to ensure that payment is paid by the Customer, received by you, nor to track any such payment.
i. Should the Customer choose to make payment through the Portal, the Company’s sole responsibility is to ensure any payment he makes is sent to the Merchant, and subject to any terms and conditions of the Company and the electronic payment provider (“E-Payment Provider”).
4. Cancellation and Refunds
a. Please note that Merchant Agreements once confirmed cannot be cancelled or refunded through the Portal.
b. Should you wish to terminate the order, please check with the Customer directly and get his consent in writing. Please be informed the Merchant Agreements are binding and the Customer may refuse to allow you to terminate the Merchant Agreement without compensation.
5. Personal Information :
a. By using this service and Portal, you agree to receive promotional material and offers from us the Company by email and sms. Should you wish to stop receiving such material, kindly deactivate the service by following the instructions in the emails and smses.
b. We have provided an explanation of our Data Protection Policy, and the terms and conditions regarding your personal data, in a separate Privacy Policy that can be found www.bizmann.com. The Privacy Policy shall form an integral part of this Agreement, and their terms and conditions are binding on both you and us.
6. Lawful Provision of Goods and Services:
a. You acknowledge that all the information provided by you is true, correct and accurate, after diligent enquiry.
b. You warrant and represent to us that :-
i. The provision by you of goods and services provided by you on the Portal complies with all applicable laws (including laws outside of Singapore where applicable); and
ii. That you will be able to provide the goods and services once the orders are confirmed.
c. TAKE NOTICE that provision of false or fraudulent information or using data belonging to other persons (such as copyrighted images) may constitute very serious offences which may result in criminal prosecution. The Company reserves the right to report and/or disclose any suspicious behavior or information to the authorities.
d. In the event of any complaint, you hereby agree that the Company has the right to take immediate action to suspend your use of the Platform and Portal, take down any offending page or document or take any other action in relation to your account, pending investigation by the Company or any competent authority. You hereby acknowledge that such action by the Company is necessary notwithstanding that the complaint or allegation against you is ultimately unfounded, and the Company shall not be liable to you for such action taken.
e. You hereby acknowledge and agree to indemnify and hold harmless the Company for all loss and damage (including legal fees incurred by the Company on an indemnity basis) suffered by the Company arising from or ancillary to claims and actions taken against the Company for information provided by you on the Portal, or in terms of goods and services provided by you, or any other action taken by you in respect of this Platform. This is notwithstanding that the Company is merely a platform that facilitates the Merchant Agreement between the parties, and is not a party to the agreements themselves, nor a provider of goods and services sold through the Platform.
7. Merchants’ warranties and limitations on liability
a. Each Merchant shall state in their respective Merchant T&Cs any warranties and representations they are making regarding their products or services, as well as any limitations of liability that may apply.
b. We recommend that at a minimum, the following terms and conditions should be made part of your T&Cs. However, please note that these are not automatic, and should be manually included in your T&Cs and uploaded onto the Portal.
i. Any photographs you see on the Portal in respect of any product or service is representative only of the actual product or service provided. These photographs do not represent the actual product or service provided, which may differ from the photographs shown.
ii. Further, any written descriptions regarding the product or service are general descriptions only, and may not contain all the information you may require. Please make detailed enquiries as necessary to the Merchant if you have specific concerns.
iii.The respective Merchant(s) make no representations or warranties as to the merchantability of any products, its fitness for a particular and/or intended purpose, or freedom from minor defects.
iv.You agree that no representations and/or warranties shall be implied into the Merchant Agreement unless expressly stated therein.
v. Neither the Sale of Goods Act (Chapter 393) nor the United Nations Convention on Contracts for the International Sale of Goods (1980) shall apply to the Merchant Agreement.
8. Intellectual Property Rights
All technology, content, images and/or information provided to or otherwise available to you through this website are the property of the Company and/or its respective owners.
Use of this website does not confer any right to use any content, images or other copyright(s), trademark(s) or product / service trade name(s) used, owned or registered by the Company or the respective owners. Prior written approval must be obtained from the relevant parties prior to any use.
Should there be any infringement of any parties’ intellectual property, please do note that there you may be subject to civil and/or criminal penalties. The owner of the intellectual property may also seek injunctive relief against you.
9. Limitation of Liability – use of the Portal
a. While we the Company have made all reasonable efforts to ensure the smooth working of this Portal so that you would have a fantastic and smooth experience, please note that by the very nature of any IT platform, we do not represent that the Portal or the Services provided here are or will be free from error.
b. While reasonable effort has been made to ensure that there are no viruses, Trojan horses or any analogous malicious software in the Portal or in providing the Services, the Company makes no warranty or representation, and shall not be liable to you for any loss or damage whatsoever (including but not limited to corruption or loss of data) arising from the malicious acts of third parties against the Portal, the Services or the software on which they run.
c. Paid Subscribers Only : This only applies to paid subscribers who are using the Portal’s Procurement and Supply Chain Management System (“SCMS Services”) and functions. While effort will be made to ensure that the Portal runs without interruption, we the Company shall not be liable to you in any way for any interruptions or downtime to the Portal or Services. However, if the downtime to the SCMS Services occurs for a continuous period of more than one (1) week, or in the event of data corruption on our Portal that cannot be recovered or rectified that is of a material nature, we the Company shall refund the subscriptions fees paid by you for the past twelve (12) months to you. You acknowledge that this shall be your sole remedy in such event.
10. Limitation of Liability – General
a. We shall not be liable for any damage, loss or claims save in accordance to the terms of this Agreement.
b. We shall not in any event be liable for any consequential, incidental or special damages arising from any claim or action hereunder, whether based on contract, tort or other legal theory.
c. Without prejudice to any of the other clauses in this Agreement limiting the Company’s liability, you agree that save for claims in death or personal injury, the total aggregate liability we are liable to bear in respect of all and any legal proceedings, claims or actions brought against us arising out of this Agreement, shall be limited to :-
i. For paid subscribers : 1 year subscription price paid by you. This is in addition to the damages in (ii) below where applicable
d. E-Payment : Where electronic payments are made through the Portal, any limitations of liability shall be contained separately as part of the T&Cs of such electronic payment.
11. Governing Law
a.The terms of this Agreement shall be interpreted in accordance with the laws of the Republic of Singapore. You and us shall submit exclusively to the Courts of Singapore.
b. Neither the Sale of Goods Act (Chapter 393) nor the United Nations Convention on Contracts for the International Sale of Goods (1980) shall apply to this Agreement.
12. Entire Agreement
This Agreement constitutes the entire and only agreement between us and supersedes any and all prior agreements, communications or negotiations. For the avoidance of doubt, you acknowledge and agree that you have not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set out or referred to in this Agreement, and any such prior representation, warranty or undertaking shall have no effect.
13. No amendments
No waiver, alteration or modification of any of the provisions in this Agreement shall be binding unless it is agreed in writing and signed by our authorized representative.
14. Invalidity
If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.
15. No rights under Contracts (Rights of Third Parties) Act
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act to enforce any of its terms.