Last updated : 11 September 2019
a. “Account” refers to a Buyer Account and/or Seller Account, individually or collectively.
b. “Aggregated Data” refers to procurement data collected from the buyer in order to observe trends, for the purposes of data analytics and benchmarking. No confidential information, such as individual pricing, or client names, will be disclosed.
d. “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.
e. “Listing” refers to product(s) or stock keeping unit(s) (“SKUs”) listed on Zeemart Zoom.
f. “Platform” or “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.
g. “Product” means any goods listed by the Sellers on our Platform.
h. “Seller” or “Supplier” refers to any merchant that has registered to sell a Product on our Platform
Operating Days & Hours
Transactions on Our Platform
3. Party B acknowledges that the parties on 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.
4. 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.
5. Zeemart is not a party to any contract for the sale or purchase of Products in the Listings.
6. 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.
7. 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.
8. 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.
9. Zeemart shall charge a subscription plan of S$99.00 for the access to the Services. This subscription plan is subjected to discounts, only when it is applicable.
12. Zeemart shall provide the following services:
a. A digitised invoice from the Supplier;
b. A procurement platform to order from the current Suppliers;
c. Training and onboarding on the Zeemart platform;
d. Customer support; and
e. Professional services.
13. For Training and Onboarding on Zeemart Platform, Party B agrees to give Zeemart the relevant information to train and onboard the representative of Party B. This includes the details of the Suppliers, such as the contact details, the sales representative of the Suppliers, the minimum order quantity, the minimum order volume, the delivery schedule and up to one months of the supplier invoice. These relevant documents and information shall be submitted to Zeemart within a 72 hours period.
14. For Customer Support, Zeemart shall ensure that all feedback will receive a response within 4 to 8 working hours. This is subject to the nature of the feedback and the complexity of the response.
15. For Professional Services, Zeemart shall provide integration services to Party B. In the event, that integration services are unavailable. Party B agrees to use their own system integrator, in such an event, Party B will be responsible for the cost of integration.
Added Services ("AS")
16. Zeemart may provide the following AS: -
a. customisable reports; and/or
b. Additional service/support outside of Zeemart’s operational hours
17. Party B agrees to be charged an extra free for such customisable reports or services by Zeemart.
18. These AS 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.
19. Zeemart agrees to handover all related supplier details, catalogue, market-list, invoice data and order data to Party B digitally either via email and/or data files.
20. 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.
21. Such grant disbursements typically cover subscription of up to one year, onboarding fees and integration fees. The grant disbursements are completely at the discretion of IMDA.
22. Party B agrees to send Zeemart the relevant documents on the details of the suppliers, for the application of the grant disbursement from the IMDA.
23. Party B acknowledges that a subscription plan for a minimum of a twelve (12)-month is required, for Party B to qualify for the IMDA grant.
24. Party B acknowledges 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.
25. Upon successful application for the grant disbursements from the IMDA grant, IMDA shall defray up to seventy percent (70%) of the cost.
26. Party B agrees to an upfront payment of twelve (12) should Party B want to use the IMDA grant
27. Party B shall make payment to Zeemart, upon the successful introduction, which would be notified by EDM.
28. Party B shall make payment to Zeemart within a period of 30 days. An invoice from Zeemart will be sent to Party B, upon the completion of the full training at each outlet.
29. All payments are to be affected by:
a. bank transfer; or
Payable to: -
Name: Zeemart Pte Ltd
Bank: DBS Bank Ltd Singapore
Account Number: 003-945008-7
Swift Code: DBSSSGSGXXX
Bank Code: 7171
Branch Code: 003
30. 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.
31. Party B undertakes that all supplier details, SKU details, order requirement details and delivery details provided to Zeemart is accurate.
32. Party B acknowledges that Zeemart is not responsible for the delivery of the goods.
33. Party B undertakes to submit all processed orders timely and that all necessary actions are taken to ensure that the orders are fulfilled correctly.
Price Display, Charges and Payments
34. The price listed on Zeemart serve as an indicative purpose and are subjected to verification by Zeemart.
35. Zeemart does not offer price matching or price guarantees.
36. Payment for all orders shall be made in Singapore dollars.
37. 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.
38. Party B agrees that Zeemart has the right in its sole and absolute discretion and without notice or liability to:
a. restrict, suspend, or terminate your access to all or any part of the Site, App or Service; and/or
b. terminate, deactivate or suspend your Account, delete your Account and all related information and files in your Account, without assigning any reason.
40. Party B shall be required to give one (1) months’ prior notice, in writing, should Party B decide to terminate this subscription with Zeemart.
42. 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:
a. your breach of these terms;
b. your use of our Platform; and/or
c. any misrepresentation made by you.
43. 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.
Limitation of Liability
44. 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:
a. 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;
b. 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. we do not guarantee that the information or content you find on the Platform is always accurate, truthful, complete and up-to-date;
d. we expressly disclaim all warranties and representations (for example, warranties of merchantability, fitness for a particular purpose, and non-infringement);
e. we are not responsible for any delay or disruption in our Platform or any defect, viruses, bugs or errors; and
f. 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).
45. To the fullest extent permitted by law, Our Entities are not liable to you or others for:
a. any indirect, incidental, special, exemplary, consequential or punitive damages; or
b. any loss of data, business, opportunities, reputation, profits or revenues,
c. relating to the use of our Platform or any products or services we offer.
47. Party B agrees that Zeemart is not liable for the following: -
b. virus in Party B’s networking system environment;
c. any changes or upgrades in your network or operating systems;
d. causes that do not arise directly from or are extraneous to the software; and
e. tampering or modification of the software other than by our authorised representatives.
48. Services outside the scope of your service package are subject to additional charges
50. 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.
51. 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
52. Zeemart hosts all data on Google Cloud.
53. Zeemart does not share discreet data with any entity.
54. Party B understands that Zeemart might in the course of its business share Aggregated Data.
57. 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:
a. were in the public domain at the time of disclosure to the receiving Party;
c. 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;
d. 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;
e. 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
f. are for the purpose of disclosure to professional advisers and/or insurers.
Intellectual Property Rights
Contracts (Rights of Third Parties) Act