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COURTS ONLINE SELLER AGREEMENT
1. INTRODUCTIONWelcome to Courts Online.
This Courts Online Seller Agreement (the "Agreement") comprises:
1.1 these Courts Seller Terms;
1.2 the relevant Service Terms; and
which, together, govern your access and use of the Services through your account(s) and is an agreement between you or the organisation you represent ("you") and Courts (Singapore) Pte. Ltd. ("we", "us" and "Courts").
BY SIGNING THIS AGREEMENT, REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE ORGANISATION YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
2. REGISTRATION PROCESSTo use the Services, you must complete the Registration process. As part of the Registration, you must provide us with your (or your organisation's) legal name, address, phone number and email address and any other information Courts requires as part of the Registration process. Courts may at any time require you to submit any information and/or evidence at a designated location or through methods as instructed by Courts to verify your Registration. If there is a change to any information submitted to Courts, whether at the time of submission or later, you must immediately notify Courts and provide the updated information.
We may refuse your Registration at our sole discretion and without notice or reason.
3. SERVICESFollowing your successful completion of the Registration process, we will provide you with the Marketplace Services (and other Services as agreed between you and us from time to time).
We may refuse to provide any or all of the Services to you at any time at our sole discretion and without notice or reason.
4. THE ROLE OF COURTSCourts may allow you to list and sell your Products on Courts Online. Courts Online is a platform that helps facilitate Your Sales to Buyers. However, Courts is not the Buyer or the Seller of your Products. Courts Online is a platform that allows you to negotiate and complete Your Sales to Buyers. The contracts formed at the completion of Your Sales are solely between you and the relevant Buyer. Courts is not a party to this contract nor assumes any responsibility arising out of or in connection with it. You are responsible for the sale of the Products and for dealing with anyBuyer claims or any other issue arising out of or in connection with the contract for Your Sale. Courts wants Buyers to have a good experience on Courts Online. This is why Courts requires you to comply with the Exchange, Return and Refund Policy and the Seller Price Promise.
5. RELATIONSHIP OF PARTIESYou and we are independent contractors and nothing in this Agreement will be construed to create an agency, employment, franchise, joint venture, partnership or sales representative relationship between the parties. Courts is not an auctioneer, neither is it an agent for the Buyer or the Seller. You will have no authority to make or accept any offers or representations on Courts’s behalf. You will not make any statement that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.
6. CONTROL OF COURTS ONLINENotwithstanding any provision in this Agreement, we will have the right at our sole discretion to determine the content, appearance, design, functionality and all other aspects of Courts Online and the Services from time to time (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, Courts Online and any element, aspect, portion or feature thereof (including any product listings)) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list any or all Products.
7. YOUR REPRESENTATIONSYou represent, undertake and warrant to us that: (a) if you are an organisation, you are duly organised and registered, validly existing and in good standing under the Regulations of the territory in which your organisation is registered (or, if you are an individual, you are at least 18 years old and you have provided Courts with your name as reflected in your passport); (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations and grant the rights you grant hereunder; (c) any information provided by you or your affiliates to Courts or its affiliates is true, accurate and complete, and you will immediately update such information as necessary to ensure it remains accurate and complete at all times, and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable Regulations in your performance of your obligations and exercise of your rights under this Agreement.
8. MANAGEMENT OF USER ACCOUNT AND PASSWORDWe may provide you with multiple user accounts and passwords in order for you to access and use the Services. You are solely responsible for the management and protection of your user accounts and passwords. You may not disclose your user accounts or passwords to any third party (other than third parties authorised by you to use your accounts in accordance with this Agreement) and you are solely responsible for any use of or action taken under your user accounts and/or passwords.If any of your user accounts or passwords are compromised (or you suspect so), you must immediately change your passwords and immediately notify and permit Courts to take any action that it deems necessary, including suspending or closing your user accounts.
9. SERVICE FEES AND PAYMENTSCourts shall invoice you for all Service Fees due. Courts may then choose to either (a) deduct any Service Fees (or other amounts, including refunds) against any payments we may make to you, or (b) require you to pay the invoiced amounts upon receipt of the invoice by GIRO or by a bank’s standing instruction into any account that Courts may specify. You agree to accept electronic GST invoices in a format and method of delivery as determined by us.Unless stated otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Singapore Dollars ("SGD"), and all payments contemplated by this Agreement will be made in SGD. Courts may, from time to time and in its sole discretion, amend the Service Fees. Courts will notify you of all such changes on Courts Online (or by e-mail or by other electronic message e.g. SMS) at least 14 days before the changes are effective. Courts will specify the effective date of the changes in the notice.
YOUR CONTINUED USE OF ANY SERVICE AFTER COURTS POSTS ANY SUCH CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
10. TAXYou will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as GST and issuing GST invoices/credit memos where required. Courts is not responsible for collecting, remitting or reporting any GST or other taxes arising from such sale.
Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, customs and export duties and you will pay any taxes that are imposed and payable on such amounts. If we are required by Law to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us.
11. TERM AND TERMINATIONThe term of this Agreement will start on the date your Registration is successfully completed and continue until terminated by us or you in accordance with the terms of this Agreement (the "Term"). We may terminate or suspend this Agreement or any Service immediately by notice (to be sent by e-mail) to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by giving one month’s notice (to be sent by e-mail). Notices shall be effective upon the sending of the e-mail (unless the sender of the e-mail is notified that the e-mail was not received). Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations under this Agreement (or in relation to the terminated Service(s), as applicable) will terminate, except Sections 4, 5, 6, 9, 10, 13, 14, 15, 16, 17, 18, 20, 23, 25, 26, 27, 28, and 30 will survive.
Courts retains the right to immediately halt any of Your Sales, prevent or restrict access to the Services or take any other action to restrict access to or availability, if Courts becomes aware of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items or actions otherwise in breach of this Agreement.
12. LICENCEYou grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and licence to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of Courts Channels; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the Service).
13. CONFIDENTIALITYDuring the course of your use of the Services, you may receive information relating to us or to the Services (including Sales Information), that is not known to the general public (whether marked as confidential or not) ("Confidential Information"). Unless otherwise required under applicable Regulations, you agree that: (a) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (b) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (c) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way, except that you may use our logo (but may not alter it in any way) solely in connection with a statement that your Products are available to buy on Courts Online (and in accordance with any other instructions that Courts may issue from time to time).
You must delete all Sales Information when you no longer need it to perform your obligations under this Agreement.
The terms of this Section 14 do not prevent you from using other information that you acquire without reference to the Sales Information for any purpose, even if such information is identical to the Sales Information, provided that you do not target communications on the basis of the intended recipient being a Courts Online User.
Nothing in this Agreement shall prevent or limit any uses by Courts of the Sales Information.
15. ACCESS AND DISCLOSURE OF INFORMATION BY COURTSIn order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including user contact details, IP addresses and traffic information, usage history and posted content.
16. INDEMNIFICATIONYou will indemnify us, our affiliates (and their and our agents, employees, directors and officers) against any claim, loss (direct or indirect), damage, settlement, cost, expense or other liability (including attorneys' fees) (each a "Claim") arising from or related to your use or misuse of Courts Online or any Services; any claim in relation to your Products; your actual or alleged breach of any obligations in this Agreement; your actual or alleged breach of any obligations in the Selling Policy; your breach or alleged breach of any third-party rights; or Your Taxes or the collection, payment or failure to collect or pay Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
Courts reserves the right, at its own expense, to assume the exclusive defence and control of any Claim, in which event you will cooperate with Courts in asserting any available defences.
17. COURTS’S DISCLAIMER(A) COURTS ONLINE AND THE SERVICES ARE PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ANY REPRESENTATIONS OR WARRANTIES (WHETHER IMPLIED OR OTHERWISE) (I) REGARDING THIS AGREEMENT, COURTS ONLINE AND THE SERVICES, (II) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, (III) THAT THE FUNCTIONS CONTAINED IN COURTS ONLINE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE OR (IV) THAT THE BUYERS WILL PERFORM AS THEY PROMISE. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, OR COMPLETION OF ANY ORDER OR YOUR SALES.
(B) IF A DISPUTE ARISES BETWEEN YOU AND ANY OTHER COURTS ONLINE USER, YOU RELEASE COURTS AND OUR AFFILIATES (AND THEIR AND OUR AGENTS, EMPLOYEES, DIRECTORS AND OFFICERS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
18. LIMITATION OF COURTS’S LIABILITYCourts will not be liable for any material or data sent or received or not sent or received or any of Your Sales entered into by any other party apart from Courts, through the use of the Services. Courts is not 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.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR ANY TYPE OF CIVIL RESPONSIBILITY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR: (I) INDIRECT DAMAGES SUCH AS COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR (II) FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, IN BOTH CASES EVEN IF COURTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OPERATIONS OR YOUR SALES CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO COURTS IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
Nothing in this Agreement shall limit or exclude any liability for fraud or any other liability that cannot be lawfully limited and excluded.
19. INSURANCEIf the gross proceeds from sales of Your Products processed through the Services exceed the Insurance Threshold during each calendar month over any period of three (3) consecutive calendar months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with Courts Online with at least the Insurance Limits per occurrence/incident covering liabilities caused by the operation of your business in connection with Courts Online, including product liability and bodily injury, with policy(ies) naming Courts as additional insureds. At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 19 (Insurance) to following address we specify.
20. NO THIRD PARTY RIGHTSExcept where expressly stated, nothing in this Agreement is intended or shall be construed to give to any person other than the parties any legal or equitable right under this Agreement.
21. FORCE MAJEUREWe will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
22. SUGGESTIONS AND OTHER INFORMATIONIf you provide suggestions, comments, ideas, improvements or other feedback or materials to us in connection with Courts Online (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise exploit any of the foregoing information or materials in any manner and without any further obligation to you, including any payment obligation.
23. OUR COMMUNICATIONS WITH YOU AND NOTICES TO YOUWe will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated in your Registration for notifications and updates or on the Seller Hub, or by any other means then specified by Courts. You may change your e-mail addresses by updating your information on the Seller Hub. You must send all notices and other communications relating to this Agreement, Courts Online and the Services to us only by using the applicable tools and methods that we designate on the Seller Hub.
24. ASSIGNMENT AND DELEGATIONYou may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Courts may transfer, assign or delegate its rights and obligations at its sole discretion and without notice.
25. NO WAIVEROur failure or delay in exercising any (or any part of a) right or remedy provided by law or under this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
26. ORDER OF PRIORITY AND LANGUAGEIf there is any conflict between any of: (a) the Policies; (b) the Service Terms; and (c) the Courts Seller Terms, then the term falling into the first category in this list will prevail.
The authentic language of this Agreement is English and any translations provided are for convenience only. If there is any conflict between the English language version of this Agreement and any translation, then the English language version will prevail. You agree we may communicate with you in English during the term of this Agreement.
27. ENTIRE AGREEMENT AND SEVERANCEThis Agreement represents the entire agreement between the parties with respect to Courts Online, the Services and the related subject matter and supersedes and extinguishes all previous or contemporaneous oral or written agreements and understandings. You acknowledge that in entering into this Agreement you do 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 Agreement. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable and will not affect the validity and enforceability of any remaining provisions in this Agreement.
28. GOVERNING LAW AND JURISDICTIONThe laws of Singapore govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. Any claim or dispute relating in any way to your use of the Services or to this Agreement shall exclusively be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the "SIAC Rules"). The arbitration shall be conducted in accordance with the Expedited Procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration is Singapore. The Tribunal shall consist of a sole arbitrator. The language of the arbitration shall be English.
29. AMENDMENTS TO THIS AGREEMENT, THE SERVICE TERMS AND THE POLICIESCourts may, from time to time and in its sole discretion, amend this Agreement, the Service Terms and the Policies to the extent permitted by applicable Regulations.
Courts will post a notice of all such changes on Courts Online (or by e-mail or by other electronic message e.g. SMS) at least 14 days before the changes are effective. Courts will specify the effective date of the changes in the notice. You must regularly check Courts Online to understand the current Agreement, Service Terms and Policies.
YOUR CONTINUED USE OF ANY SERVICE AFTER COURTS POSTS ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
30. DEFINITIONS AND INTERPRETATIONAny 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.
As used in this Agreement, the following terms have the following meanings:
"Buyer" refers to any person who uses Courts Online 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;
"Conditions of Use" means the general conditions of use relating to Courts Online that are displayed on Courts Online under the title Conditions of Use;
"Content" means copyrightable works under applicable Regulations and content protected by database rights;
"Courts Channels" means any website, device, service, feature, or other online point of presence, other than Courts Online, through which Courts Online and/or products or services available on it, are syndicated, offered, merchandised, advertised or described;
"Courts Online" means the website, the primary home page of which is identified by the URL www.courts.com.sg and any successor or replacement website through which the Services are provided;
"Courts Online User" means any registered Seller (other than you); any Buyer and any other Person using or browsing Courts Online;
"Courts Seller Terms" means the terms and conditions set out above, from Section 1 to Section 30 (inclusive);
"Exchange, Return and Refund Policy" means the terms and conditions on which you shall provide an exchange or refund to Buyers for any Products purchased on Courts Online, available on Courts Online;
"Insurance Limits" means SGD 800,000;
"Insurance Threshold" means SGD 8,000;
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Regulations and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
"Marketplace Service" has the meaning given to in the Marketplace Service Schedule;
"Order Information" means, with respect to any of your Products sold through Courts Online, the order information and shipping information that we provide or make available to you;
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence;
"Personal Data" means all information, whether true or not, about an individual who can be identified from the information or from the information and other information to which you or we are likely to have access;
"Product" means any product or service that is made available for listing for sale, offered for sale or sold by you through the Services;
"Registration" refers to any person’s submission to Courts to register as a Seller and to receive any of the Services from Courts, on such forms as Courts may from time to time prescribe and make available (whether online, offline or a combination);
"Regulations" means any decision, judgment, law, licence, order, ordinance, permit, rule, regulation or other requirement, now or hereafter in effect, of any governmental, judicial or national authority of competent jurisdiction;
"Sales Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from Courts or its affiliates, or otherwise as a result of this Agreement or the purchases or transactions contemplated by this Agreement;
"Seller" refers to any person who has obtained Courts’ approval to make available its Products for sale on Courts Online;
"Seller Hub" means the online portal and tools made available by Courts to you, for your use in managing Your Sales, Services and use of Courts Online;
"Seller Price Promise" refers to a set of promises that the Seller makes to Buyers who have purchased Products, as available on Courts Online;
"Selling Policy" means the policy for selling on Courts Online set out in Schedule 1 to this Agreement;
"Service Fees" means the fees payable by you to Courts for the Services as set out in the relevant Service Terms;
"Service Schedule" means the service schedule to this Agreement specific to each Service and made a part of this Agreement upon the date you register for or use the applicable Service;
"Service Terms" means the terms and conditions relevant to the Services, usually set out in a Service Schedule;
"Services" means the services that Courts makes available on Courts Online, including the Marketplace Service and any other services we make available on Courts Online;
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Regulations of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional items;
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Regulations;
"Your Materials" means all Technology, Your Trademarks, Content, your Product Information, data, materials, and other items or information provided or made available by you or your affiliates to Courts or its affiliates;
"Your Sale" means any sale of your Product(s) through Courts Online;
"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes, duties, charges and payments assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, (ii) in connection with any products or services provided for which your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which your Products are, directly or indirectly, involved as a form of payment or exchange; and
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
SCHEDULE 1: THE SELLING POLICY
1. INTRODUCTIONThis Selling Policy (this "Policy") sets out the rules and procedures that you must follow when you sell Products on Courts Online.
This Policy is part of the Courts Online Seller Agreement.
Please make sure you read and understand this Policy. We may amend this Policy at any time.
Unless defined in this Policy, all terms have the meanings given to them in the Courts Online Seller Agreement.
2. CONSEQUENCES OF A BREACH OF THIS POLICYIf we believe or suspect that you have breached this Policy or your actions/inactions are otherwise illegal or unsuitable, we may take any corrective action that we deem appropriate, including blocking any Transaction(s), holding funds associated with any prohibited Transaction(s), suspending or restricting your use of the Service and Courts Online, terminating your accounts, or any other corrective action. Please use the Seller Hub to contact us to report any breaches or suspected breaches of this Policy.
3. PROHIBITED PRODUCTSThe list below is a non-exhaustive list of products that you are prohibited from submitting for listing on Courts Online:
|alcohol or tobacco;|
|export restricted items i.e. items whose sale is subject to export restrictions (e.g. Cuban cigars, certain encryption software and so on);|
|illegal items i.e. items whose sale, distribution or offering for sale is prohibited by any applicable law;|
|illegal or prescription drugs;|
|infringing items i.e. items that infringe another party's copyright, patent, trademark, design right, database right, other intellectual property or other proprietary right (e.g. pirated software, CDs, videos and DVDs, OEM software and so on) or any other right (e.g. privacy right or contractual right);|
|items that have failed to pass inspection/examination;|
|items that contain misleading advertising or false claims, whether on the Product label itself, in the Product description page on Courts Online or otherwise;|
|obscene material including pornographic material;|
|offensive material including material that incites racial hatred or promotes discrimination (based on e.g. age, national origin, physical ability, race, religion, sex or sexual orientation);|
|poisons and dangerous substances (as defined by the applicable law or laws);|
|stolen or lost property;|
|weapons, firearms or ammunition; and|
|any other types of products that in our discretion are to be excluded from listing and/or sale using our service.|
4. PROHIBITED ACTIVITIESYou must not engage in any of the following activities when using Courts Online:
4.1 copyright infringement i.e. before using third party’s copyrighted words e.g. inventions or creations, such as photographs, phrases or images, you must obtain written consent from the relevant third party;
4.2 direct transactions i.e. transactions entered into between you and a Buyer for a Product listed on Courts Online through any means other than Courts Online, including solicitation of direct transactions or accepting the solicitation of direct transactions (e.g. posting a link to a shopping mall or other online stores, posting a statement that certain benefits will be given to the Buyer if the Buyer purchases the Products through another website);
4.3 fictitious transactions i.e. transactions under which Products which you submitted for listing for sale on Courts Online e.g. for the purpose of raising your sales figures/profile;
4.4 inappropriate words e.g. for the purpose of obtaining more search views for Products;
4.5 portrait or name infringement i.e. the use of photographs, motion pictures or the name of celebrities or other people without his/her consent;
4.6 registering an inappropriate category i.e. registering Products at a non-related category;
4.7 trademark infringement i.e. before using third party’s trademarks or logos, you must obtain written consent from the owner of such trademarks or logos; and
4.8 any other types of activities that in Courts’ sole discretion are to be excluded from Courts Online.
5. COMPLIANCE WITH REGULATIONSYou must comply with all applicable Regulations including Regulations regarding product compliance. The list below is a non-exhaustive list of product compliance requirements that you must comply with:
5.1 environmental or health and safety requirements (e.g. batteries, packaging etc.);
5.2 markings/labelling requirements (e.g. voltage requirements); and
5.3 product compliance (e.g. plugs, voltage, toys, pharmaceuticals, cosmetics, food, product documentation, age requirements).
6. BUYER CARE6.1 You must have a Buyer customer services team and process in place to provide Buyer service and manage Buyer returns, refunds and exchanges. You must provide general Buyer customer services including handling Buyers’ tax invoice requests. You must at all times provide a high level of customer service to Buyers and potential Buyers.
6.2 You must provide contact details for Buyers to contact your Buyer customer services team at all times (or at least during normal business hours). You must inform Buyers how they can reach your Buyer customer services team through your Seller profile.
6.3 You must manage Buyers’ expectations by allowing a longer leadtime to ship to cover shipping time from the dispatch location.
6.4 You must make sure that your Product sales price includes all taxes (including any GST).
6.5 You must provide a returns address. This should be a local address or you can also offer your Buyers free shipment for returns to your home country address. IF YOU DO NOT PROVIDE A LOCAL RETURNS ADDRESS AND DO NOT OFFER FREE SHIPMENT EXTERNALLY YOUR PRODUCTS MAY NOT BE CAPABLE OF RETURN AND MAY NEED TO BE DISPOSED OF WITHOUT REIMBURSEMENT TO YOU.
6.6 You must handle Buyer customer service related to packaging, handling and shipment. This includes contacting the Buyer one (1) day in advance of the scheduled delivery date to confirm the delivery status and giving the Buyer a courtesy call 1 hour before arrival.
6.7 You must be (or your freight forwarder must be) listed as importer/consignee and you must nominate a customs broker. You must pay all relevant import duties, import GST and other taxes. If you do not do so, your shipments may be rejected and you may have to pay additional costs. You are also responsible for any charges or claims as well as for arranging re-delivery of Products.
SCHEDULE 2: THE MARKETPLACE SERVICE SCHEDULEThe Marketplace Service is a service that allows you to list certain Products for sale on Courts Online (the "Marketplace Service"). This Service Schedule is part of the Courts Online Seller Agreement (the "Agreement"), but concerns and applies only to your use of the Marketplace Service.
1. YOUR LISTING ACTIVITIESYou may submit to Courts information regarding your Products that you would like to make available on Courts Online. Information to be submitted includes a short description and image of your Product, its brand name, country of manufacture, relevant product certifications, the categories under which your Products should be listed, customer reviews (if any), and any other information that Courts may from time to time request (the "Product Information"). Courts reserves the right at its sole discretion to reject any of your Products from being listed on Courts Online.
You shall ensure that all Product Information provided to Courts is at all times complete, accurate and up-do-date, and complies with all applicable Regulations. You shall bear all liability for and Courts shall not be responsible for any errors, inaccuracies or breach of Regulations in relation to the Product Information provided to Courts. Any omission in providing the required Product Information shall be considered a breach of your obligations under this Section 1.
You may only label Products as non-refundable or non-exchangeable with Courts’s prior written approval. The Exchange, Return and Refund Policy sets out a list of Products that have been pre-approved by Courts to be labelled as non-refundable or non-exchangeable. You must disclose the fact that the Product is non-refundable or non-exchangeable on the Product’s description page on Courts Online and, at the time of delivery, also specify the same on the Product’s packaging or other easily recognisable place. The Exchange, Return and Refund Policy shall not permit Buyers to exchange or seek a refund for such non-refundable or nonexchangeable Products, unless the Products are found to be defective at the time of delivery.
Courts will provide you with the ability to check and correct your Product description page.
You must not submit products or services for listing that breach the terms of the Selling Policy.
You shall obtain all necessary approvals and licences and meet all qualifications or requirements necessary under all applicable Regulations to sell the Products, including consumer protection requirements, product safety requirements, packaging and labelling requirements and environmental requirements.
You shall respond to any and all enquiries made by Courts within one (1) Business Day.
2. SETTING THE SALE PRICEYou shall set the Sale Price in SGD for each of your Products. Upon Courts’s request, the parties will discuss and negotiate in good faith any promotional activity that Courts wishes to undertake in connection with any of your Products and a possible discounted Sale Price. On limited occasions Courts may reduce the Sale Price of your Products in connection with promotional activity (and, if Courts does so, Courts will refund the difference between the Sale Price you set and the reduced Sale Price).
3. PURCHASE ORDERSWhen a Buyer places an order, you will be notified via a Purchase Order via the Seller Hub. Once you are notified of the Purchase Order, you shall indicate acceptance of the Purchase Order, electronically via the Seller Hub.
You may only reject a Purchase Order if you are out of stock of your Product. If you wish to reject a Purchase Order for any other reason, you must notify Courts immediately.
You must accept or reject the Purchase Order via Courts Online within the following timelines:
|For Sellers established in Singapore:||24 hours from receipt of Purchase Order|
|For Sellers established outside of Singapore:||48 hours from receipt of Purchase Order|
4. DELIVERY OF PRODUCTSAfter accepting the Purchase Order, you shall properly package the ordered Products to prevent any possible damage in the course of delivery and shall arrange for delivery and track the delivery of the ordered Products. You shall bear all costs related to such delivery. Before delivering Your Products, you shall always confirm whether the relevant Purchase Order has been cancelled by using the Seller Hub. If you deliver the Products when the Purchase Order has been cancelled, you shall be liable for all expenses and costs incurred in returning the Products.
Products must be shipped by Sellers and en route to Buyers within the following timelines:
|For Sellers established in Singapore:||48 hours from receipt of Purchase Order|
|For Sellers established outside of Singapore:||72 hours from receipt of Purchase Order|
You shall ensure that the ordered Products are delivered within the specific delivery timelines specified on the Product description page. You shall make delivery of your Products in accordance with the delivery address, quantity of products and all other details that may be specified in the Purchase Orders.
If you fail to deliver ordered Products free from defects, or if the ordered Products fail to be delivered to the Buyer or fail to be received by the Buyer due to reasons not attributable to the Buyer within the time period set out in the Product description page, you shall bear all liability. If you encounter difficulty in delivering the ordered Products on time, you must immediately notify Courts.
After completion of delivery, you shall confirm the completion of delivery by submitting to Courts the details of the delivery accompanied by such relevant proof of delivery as Courts may require. You shall ensure that signed acknowledgement is obtained from the Buyer, confirming the Buyer receipt of the Products and acknowledging that the Products are not defective at the time of receipt ("Signed Acknowledgement").
5. EXCHANGE, RETURN AND REFUND AND SELLER’S PRICE PROMISEBuyers may, in accordance with the Exchange, Return and Refund Policy, request to exchange or refund the Product that they have purchased. Buyers may make this request to Courts or directly to you. In either case, the Buyer shall return the purchased Product to you and request you to provide it with a full refund or to exchange the Product for a similar replacement Product or a different Product supplied by you on Courts Online. You shall honour all such requests for exchanges or refunds.
If a Buyer requests for an exchange, you shall take any and all necessary steps to ensure that the newly exchanged Products are delivered to the address specified by the Buyer within ten (10) Business Days from the date on which the request for an exchange was made.
If the newly exchanged Products are a different Product (rather than a replacement Product), then: (a) if the newly exchanged Product are different from the originally ordered Product and of a higher price than the returned Products, you shall be entitled to charge the Buyer for the difference in price via Courts Online and you will received the different via Settlement; and (ii) if the newly exchanged Products are of a lower price than the returned Products, Courts shall refund to the Buyer the difference in price and you agree to and shall fully refund Courts for the full sum of any such payments made by Courts.
If the Buyer requests a refund, Courts shall pay the refund to the Buyer on your behalf and you agree to and shall fully refund Courts for the full sum of any such payments made by Courts.
If a Buyer who has purchased Products from you on Courts Online is able to find a lower price for the Products elsewhere on Your Sales Channels, Courts may refund the Buyer multiples of the price difference in accordance with the Seller Price Promise. You agree to and shall fully refund Courts for the full sum of any such payments made by Courts in accordance with the Seller Price Promise.
You will be notified of such refund or exchange requests via the Seller Hub or any other means which Courts may at its sole discretion use. Your failure to check such requests will be deemed as your fault, and you shall not refuse to provide a refund or exchange on the ground that no prior notice was given.
6. WARRANTY ON PRODUCTS AND DEFECTIVE PRODUCTSYou represent, undertake and warrant to us (and to each applicable Buyer) that:
(a) you are the true owner of the Product or are properly authorised to sell the Product by the true owner and are able to transfer good title to the Product to the Buyer free from any third party claims, liens or encumbrances;
(b) your listing is accurate, current and complete and is not misleading or otherwise deceptive;
(c) in addition to any manufacturer’s warranty given on the Products, you shall provide the Buyer with a reasonable "fair wear and tear" warranty period on each of the Products. What constitutes a reasonable "fair wear and tear" warranty period depends on the Products and its normal usage;
(d) your Products are safe, free from defects, comply with the description given to it, are of satisfactory quality, are fit for purpose; and (e) you will be responsible for all warranty obligations on the Products and for administering any warranty claims promptly.
Courts will refer any claims, complaints and enquiries by the Buyer (in connection with the warranties in this Section 6 or otherwise) to you and you shall liaise directly with the Buyer to resolve the claim, complaint or enquiry (including by repairing or replacing the Products concerned where required). You shall respond to each communication from the Buyer within one (1) Business Day. If there is an unresolved dispute between the Buyer and you, the dispute shall be referred to Courts and the decision of Courts shall be final and conclusive and be binding on you.
In relation to any unresolved dispute, at the request of Courts, you shall, at your own cost and expense, repair or replace any Product that is found to have contained a defect at the time of delivery ("Defective Product") and if it is impossible or unreasonable to repair or replace the Defective Product, you shall allow the Buyer to return the Defective Product for a full refund.
If any defect which may adversely affect users’ safety is found in the purchased Products, you shall recall all the relevant Products at your own expense and shall bear all liability.
7. SETTLEMENTYOU MUST NOT INVOICE BUYERS DIRECTLY (OR INDIRECTLY).
Within fourteen (14) days after you have dispatched the relevant Product and informed Courts of the same via Courts Online, Courts will credit your account on the Seller Hub for the purchase of the Products, except that if there is any kind of dispute between the Buyer and you, Courts may not credit your account on the Seller Hub for the relevant purchase until fourteen (14) days after the dispute has been settled. You can elect at any time to transfer the credit in your account on the Seller Hub to your Settlement Account. Settlement will take place by wire transfer to your Settlement Account and you shall be notified as to how long this will take on the Seller Hub. The Seller accepts and shall be liable for all banking charges
Settlement shall be in SGD.
If the Marketplace Service is terminated, Courts may, for one (1) month from the termination date, suspend the Settlement of the amount equivalent to 50% of Courts’ monthly average sales of your Products for the previous three (3) months, and use the reserved money for paying additional charges and honouring the Buyer’s refund or exchange claims, after which Courts will pay you any remaining amount after such matters are settled.
Courts may, at any time, reserve Settlement upon occurrence of any of the following events:
(a) if the Buyer pays by credit card, Courts may reserve Settlement for up to 60 days in order to check whether the sale constitutes a fictitious transaction due to wrongful use of credit cards;
(b) if reservation of Settlement is requested by the courts or other eligible third party, Courts may reserve Settlement until such request is released, or pay the Settlement amount to a creditor which Courts considers fit;
(c) if you fail to provide such proof of delivery or Signed Acknowledgement as may be required under these Services Terms;
(d) if you are found to have offered for sale Products not fit for sale, or if more than 5% in value of your Products results in requests for exchange or refund from Buyers; or
(e) if similar types of claims continually occur between Courts and Buyers in relation to your Products.
Without limiting the generality of the foregoing, Courts may, under applicable Regulations or with reasonable ground, reserve Settlement of all or part of the amount due to you for a period specified by Courts, by giving prior notice to you.
If a sale constitutes a fictitious or fraudulent transaction, or Courts otherwise agrees with the relevant bank, credit card or payment company to refund an amount paid in respect of a sale (e.g. because the transaction was challenged as a fraudulent transaction), Courts reserves the right to recover the same amount from the Seller in accordance with Section 9 (Service Fees and Payment).
You shall immediately notify Courts if there is a change in your address or Settlement Account. Courts shall not be liable for any damages and losses incurred due to any delay in such notification.
Courts shall be entitled to retain for itself the interest, if any, paid on balances in all its bank accounts, notwithstanding that some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Agreement.
8. SERVICE FEESThe Service Fees for the Marketplace Service are set out in the Annex to this Service Schedule.
9. DEFINITION OF TERMSAs used in this Service Schedule, the following terms have the following meanings:
"Purchase Order" means an order for Product(s) by a Buyer submitted to you containing the Order Information;
"Sale Price" refers to the price at which a Product is made available for sale on Courts Online and does not refer to the recommended retail price of the Product;
"Settlement" refers to the process where Courts remits sums owing to you in payment for the Products that Courts has purchased from you;
"Settlement Account" refers to the bank account provided by you which Courts makes payment into as part of the Settlement process; and
"Your Sales Channels" means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores;