Terms of Service

Acceptance, scope and order of precedence

These Terms of Service (the "Terms") form a legally binding agreement between Civentia Pte. Ltd., a company incorporated in Singapore (the "Company"), and the legal entity on whose behalf you access or use the Service ("you"). By registering an account, signing in, publishing a Listing, placing an Order, submitting a bid or otherwise accessing the Service, you confirm that you have read and understood these Terms, that you accept them in full, and that the individual accepting is duly authorised to bind your organisation.

These Terms apply together with (a) any separately executed subscription order, service agreement or data processing agreement between you and us, and (b) the Privacy Policy. In case of conflict, the following order of precedence applies: the separately executed written agreement; then these Terms; then the Privacy Policy and any published product rules. Browsing public pages of the marketplace without an account is subject to those provisions of these Terms that by their nature apply to visitors (including acceptable use and intellectual property).

The Service is provided exclusively to businesses and their authorised personnel acting in a business capacity. By using the Service you represent and warrant that you are not a consumer and that you do not rely on any consumer-protection right that cannot apply to business-to-business transactions.

Definitions

• "Service" means the two-sided B2B platform operated under the Civentia brand: the public marketplace on which Vendors present their offerings, the tenant workspaces through which Vendors run their business and Clients manage procurement, the provider desktop testing client, and the related websites, APIs and documentation. Covered service lines include, without limitation, testing and inspection, equipment rental, industrial parts and equipment supply, regulatory-compliance consulting, calibration and metrology, industrial maintenance, and laboratory testing.
• "Vendor" means a service-provider organisation operating a provider tenant, publishing Listings and delivering services to Clients. "Client" means a business-customer organisation operating a customer tenant to browse, consult, tender, order, pay for and review services. "Tenant" means the organisational workspace associated with an account, within which members, roles and data scopes are administered.
• "Listing" means any service catalogue entry, product, price, description, certification claim or other offering material a Vendor publishes on the marketplace. "Order" means a purchase, rental, engagement or similar transaction concluded between a Client and a Vendor through the Service, including any resulting quote, contract, engagement record or invoice.
• "Payment Provider" means a licensed third-party payment service provider engaged by the Company to provide payment acceptance, holding, settlement, payout and currency-conversion services in connection with Orders — such as Airwallex (Singapore) Pte. Ltd., holder of a Major Payment Institution licence issued by the Monetary Authority of Singapore. "Connected Account" means an account opened by a Vendor with a Payment Provider, under the Payment Provider's own terms, to receive settlement of Order proceeds.
• "Acceptance Window" means the period stated in an Order (or its underlying quote) within which the Client must either confirm acceptance or raise a Dispute in respect of a delivery — failing which the delivery is deemed accepted. Where an Order is silent, the Acceptance Window is fourteen (14) calendar days from the delivery or completion marker recorded in the Service.
• "Dispute" means a documented disagreement between a Client and a Vendor concerning the quality, completeness, timeliness or conformity of a delivery under an Order, raised through the dispute channel of the Service within the applicable Acceptance Window.
• "Platform Commission" means the fee payable by a Vendor to the Company on a completed Order, at the rate published at onboarding or at the time of the Order, collected by deduction from the Order proceeds at settlement.
• "Credit Terms" means deferred-payment terms (for example net-15 or net-30) granted by a Vendor to a Client for an Order, as recorded in the Service.
• "Tender" (or "RFQ") means a request for quotation or competitive tender posted by a Client through the Service, and "bid" means a Vendor's response to it. "Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in Singapore.
• "User Content" means all data uploaded, entered or generated through the Service by you and your authorised users, including business records, inquiry and tender text, chat messages, reviews, documents, measurement data and attachments. "Sanctions" means trade, economic or financial sanctions or embargoes administered by the United Nations, Singapore, the United States, the European Union or the United Kingdom.

The Service, availability and service levels

The Service is delivered as multi-tenant SaaS accessible through web clients, plus a desktop testing client for authorised provider personnel. The public marketplace may be browsed without an account; transacting requires a registered tenant. We will use commercially reasonable efforts to maintain availability and may carry out scheduled maintenance with prior notice or, in emergencies, with concurrent notice. Binding availability commitments apply only where set out in a separately signed service-level agreement; support response targets depend on the applicable subscription tier or support policy.

• Scheduled maintenance is normally performed during off-peak hours with at least 24 hours' notice; force majeure, third-party network outages, your local environment and downtime caused by your own breach are excluded from any availability calculation.
• Features identified as beta, preview or early access are provided as-is, may change or be withdrawn at any time, and are excluded from any service-level commitment.
• The Service does not constitute regulatory or administrative endorsement of any inspection conclusion, certificate or deliverable, and does not replace either party's obligations or professional judgement under applicable law.
• On discovering a high-severity vulnerability or incident affecting your data, we will trigger our incident-response plan and notify you in line with applicable law.

Our role as marketplace operator; contract formation

The Service connects independent Vendors with independent Clients. Every Order — whether concluded through an accepted quote, through self-serve checkout of a Listing, or through the award of a Tender — forms a contract directly between the Vendor and the Client. The Company is not a party to, and assumes no obligation under, any Order: we do not manufacture, resell, take title to, warehouse or take inventory risk on any goods, we do not perform the listed services, and we do not act as agent, broker, insurer or guarantor for either side.

• Listings, prices, certifications and qualification claims are authored by Vendors, who are solely responsible for their accuracy, completeness and legality. Verification badges, profile checks or moderation signals we display are operational indicators only — they are not guarantees, endorsements or certifications by us.
• Reviews, ratings and tender responses reflect the views of their authors, not ours.
• The Company's role is limited to providing the technical platform: catalogue hosting, discovery, transaction workflow, record-keeping, invoicing facilitation and the transmission of payment instructions to the Payment Provider in accordance with the Order's terms.
• Disputes about quality, delivery, payment or warranty are matters between the Vendor and the Client, resolved under their Order and the refunds-disputes section below. We may provide records, moderation and good-faith assistance, but we do not adjudicate the underlying contract and owe no obligation to resolve such disputes.

Accounts, tenants and verification

You must provide accurate, complete and current information at registration — including verifiable business contact details — and update it without delay. Registration may require email verification and automated abuse checks. You are responsible for safeguarding credentials; all activity carried out through your account is attributed to your organisation.

• Tenant administrators may invite team members and assign roles and data scopes; your organisation remains responsible for the actions of all such accounts as if they were its own.
• Payment verification. A Vendor's ability to receive settlement of Order proceeds is conditional on completing the Payment Provider's customer due diligence (KYC/KYB) and maintaining a Connected Account in good standing. KYC/KYB information is collected and assessed by the Payment Provider under its own regulatory obligations; we receive verification status, not your underlying identity documents.
• We may require additional verification, apply throttling, or refer activity for human review where risk indicators warrant it, and we may decline, suspend or restrict transactions at our or the Payment Provider's risk decision.
• Accounts may not be sold, lent, leased or otherwise made available to anyone outside your organisation, and no individual may operate multiple accounts to circumvent quotas, review integrity or bidding rules.

Platform fees, subscriptions, commission and taxes

Vendor subscriptions. Tier features, quotas and prices are shown in the subscription catalogue at the time of ordering. Subscription fees are billed in advance, are non-refundable except where mandatory law requires otherwise, and renew until cancelled. Tier changes take effect as described at the point of purchase: upgrades apply immediately without pro-rata credit for the remaining period of the previous plan; downgrades take effect from the next renewal. On at least thirty (30) days' written notice we may revise renewal-period fees, quotas and metering categories.

Platform Commission. Orders concluded through the Service are subject to the Platform Commission at the rate published to the Vendor at onboarding, in the subscription catalogue or at the time of the Order. The Platform Commission is earned upon completion of the Order, collected by deduction from the Order proceeds at settlement (see the payments section), and invoiced by us to the Vendor. We may revise commission rates for future Orders on at least thirty (30) days' notice; Orders already concluded carry the rate applicable when they were formed.

Taxes. All fees and prices are exclusive of goods and services tax, value-added tax, customs duties, withholding taxes and similar levies, each of which is payable by the party on whom applicable law places it. If law requires a payer to withhold tax on a payment, the payer may deduct the required amount, must remit it to the competent authority and must promptly provide the payee with official withholding receipts. Invoices for Orders are issued through the platform on behalf of the transaction parties as reflected in the Order record; invoices for Platform Commission and subscriptions are issued by us to the Vendor.

Orders, quotes and engagements

An Order is formed, and the Vendor-Client contract concluded, at the earliest of: (a) the Client's acceptance of a quote issued by the Vendor; (b) the Client's completion of checkout for a Listing; or (c) the award of a Tender (which materialises the winning bid as an accepted quote). The Order record in the Service — including scope, price, currency, delivery terms, Acceptance Window and any annexed specifications — is the authoritative statement of the parties' transaction terms unless the parties have executed a separate written contract referencing the Order.

• Prices are set by the Vendor and displayed before the Client commits. Each Order states its currency; the monetary amounts, exchange rate (if any) and base-currency equivalent recorded in the Order govern settlement.
• An Order in the "planned" state may be cancelled by the Client through the Service where the product interface permits; after activation, cancellation requires the Vendor's agreement or a contractual right under the Order.
• Each party must perform its obligations under an Order in accordance with its terms and applicable law. The Company may, at the Vendor's or Client's request or on its own initiative, provide records of the Order history — including timestamps, status changes and communications — to the parties for reconciliation or dispute purposes.
• Records generated and retained by the Service — including UTC server timestamps, audit logs, bid sealing and disclosure events, acceptance markers and payment-instruction events — constitute prima facie evidence of the matters they record, and each party agrees not to contest their admissibility or evidential weight solely on the ground that they are electronic records, consistent with the Electronic Transactions Act 2010 (Singapore).

Payments, conditional hold and settlement

Payment services are provided by licensed Payment Providers, not by the Company. Payment acceptance, the holding of funds pending release, currency conversion and payouts in connection with Orders are performed exclusively by the Payment Provider under its own licence and terms, which each transacting party must accept. The Company is not a bank or payment institution, does not provide payment services, and never takes possession, custody or control of Buyer or Vendor funds; no customer funds are ever held in any bank account, payment account or e-money account in the Company's own name. Card and bank details are collected directly by the Payment Provider and are never stored on our systems.

• Conditional hold. Where an Order provides for payment against delivery, funds paid by the Client are held by the Payment Provider in a safeguarded account operated by the Payment Provider pending the release conditions of the Order. The Company's sole role is to transmit a release instruction to the Payment Provider when those conditions are met.
• Release conditions. The Company transmits a release instruction only upon the earlier of: (a) the Client confirming receipt or acceptance through the Service; or (b) expiry of the Acceptance Window without the Client having raised a Dispute. A delivery with no Dispute raised within the Acceptance Window is deemed accepted by the Client for settlement purposes, without prejudice to statutory rights that cannot be waived.
• Split settlement. Upon release, the Payment Provider settles in accordance with the pre-agreed rules: the Vendor's Connected Account is credited with the Order proceeds less the Platform Commission, and the Platform Commission is credited to the Company's own revenue account. Vendors withdraw or convert funds from their Connected Account under the Payment Provider's terms; applicable exchange rates and conversion fees are the Payment Provider's.
• No credit from the Company. The Company does not lend, extend credit, advance settlement, or fund refunds or compensation from its own money, and nothing in the Service constitutes a buyer-protection scheme, safe-keeping arrangement, insurance or a payment guarantee provided by the Company.
• Where a Dispute is raised within the Acceptance Window, no release instruction is transmitted for the disputed amount until the Dispute is resolved, withdrawn or determined in accordance with the refunds-disputes section, and the funds remain held by the Payment Provider in the meantime.
• Payment failures and reversals. Chargebacks, payment reversals and PSP-initiated investigations are handled under the Payment Provider's rules; the Vendor bears the risk of reversals attributable to its Orders and the Company may pass through related fees. The Company may suspend a party's transaction features pending resolution of a payment-risk event.

Vendor credit terms (NET-X)

A Vendor may, in its sole commercial discretion, grant a Client deferred-payment Credit Terms for an Order (for example net-15 or net-30), as configured in the Vendor's customer settings and recorded on the resulting invoice. Credit Terms are extended solely by the Vendor as seller, create a receivable owed by the Client to the Vendor, and are granted entirely at the Vendor's own credit risk. The Company is not a party to, and does not guarantee, underwrite, insure, purchase or collect, any such receivable, and the Company never extends credit itself.

• The Client must pay each invoice in full by its due date through the payment methods offered in the Service. Amounts overdue may accrue late-payment interest at the rate stated in the Order or, if none, the maximum rate permitted by applicable law.
• The Vendor manages its own credit settings, limits and decisions; the Service records and enforces them mechanically (a Client cannot select Credit Terms the Vendor has not enabled).
• Persistent or material payment default may lead the Company to suspend the defaulting party's transaction features or account, without affecting the Vendor's direct rights against the Client under the Order.

Refunds, Disputes and our assistance

Refund eligibility, scope and procedure for an Order are governed by the Vendor's stated terms, the Order contract and mandatory law. Refund requests must be raised through the relevant Order in the Service so that the request, evidence and outcome are recorded. Approved refunds are funded by the Vendor — charged to the Vendor's Connected Account or future settlement amounts under the Payment Provider's rules — and are returned via the original payment method where the Payment Provider supports it. The Company does not fund refunds from its own resources.

• A Dispute raised within the Acceptance Window suspends release of the disputed amount (see the payments section) while the parties attempt resolution. The parties must first negotiate in good faith for at least fifteen (15) Business Days using the records and communication tools of the Service.
• If the parties reach agreement (including partial refunds or re-performance), the agreed outcome is executed through the Service and the Payment Provider accordingly. If they do not, either party may pursue the remedies available under their Order and applicable law; the Company may act on a final judgment, arbitral award, or the parties' joint written instruction in respect of held amounts.
• The Company may — but is not obliged to — offer non-binding mediation assistance or a documented platform determination based on the records of the Service. Any such assistance is administrative, creates no adjudicative relationship, and may be declined by either party.
• Abuse of the dispute channel (bad-faith Disputes, fabricated evidence, or Disputes raised to extort concessions) is a material breach of these Terms.

Tenders and requests for quotation

Registered Clients may publish Tenders describing the services or goods they wish to procure, and eligible Vendors may respond with bids. Tenders may be public or invitation-only, and use one of the bidding modes offered by the Service (sealed, open, or reverse auction), as displayed in the Tender's settings. The integrity rules of this section are enforced in the Service itself (including SQL-level visibility restrictions and server-authoritative deadlines), and each participant agrees to them contractually:

• Tenders must describe a genuine procurement need in good faith. Using Tenders for market research under false pretences, price fishing without intent to buy, or extracting confidential know-how is prohibited.
• Sealing and confidentiality. In sealed mode, bid prices are concealed from all parties — including the Client — until the disclosure point defined by the Tender's settings; bidders can never see one another's bids while bidding is open. Attempting to obtain, or offering to share, competitors' bid information is a material breach.
• Bids. A bid may be withdrawn or amended only before the Tender deadline; after the deadline bids are locked and irrevocable for the validity period stated in the bid. The Service's server clock (UTC) is authoritative for deadlines; late bids are rejected by the system.
• Addenda. A Client may amend a published Tender through an addendum, which increments the Tender version and re-notifies participating Vendors; bids already submitted remain valid unless the Vendor withdraws or updates them before the deadline.
• Award. An award expresses the Client's binding commitment to contract with the awarded Vendor on the terms of the winning bid, and materialises as an accepted quote and Order under these Terms. If the awarded Vendor declines or fails to proceed, the Client may re-award, and the Company may restrict or suspend the defaulting party's account.
• No collusion. Bid rigging, price fixing, cover bidding, market allocation and any other coordination that distorts competition are prohibited and may additionally violate competition law; we may disqualify participants, void affected Tenders, suspend accounts and report conduct to competent authorities.
• We may moderate, suspend or remove Tenders that violate these Terms or applicable procurement, competition, Sanctions or export-control law.

Reviews and ratings

Reviews exist so that Clients can share genuine service experiences and Vendors can be evaluated fairly. By submitting or interacting with reviews you agree that:

• reviews must be based on a real, first-hand service experience — typically an engagement completed through the Service — and must be factual, lawful and free of confidential or personal information you are not entitled to disclose;
• buying, selling, incentivising or coercing reviews, reviewing your own organisation, or coordinating review attacks on a competitor is prohibited;
• you may edit your review within the published editing window; after that window it can only be changed through the platform process;
• Vendors may respond to and formally dispute a review; disputed reviews are assessed by platform moderation, which may keep, annotate or remove them — Vendors cannot unilaterally hide reviews;
• any user may report a review that appears fraudulent, offensive or off-topic, and we may moderate reported content accordingly. Moderation decisions are operational measures and do not constitute a determination of any party's legal rights.

Professional, regulatory and trade compliance

The Service supports regulated industrial work — inspection, testing, calibration, maintenance, compliance consulting and related lines — but does not replace either party's statutory obligations regarding qualifications, processes, personnel and quality management. Each party remains responsible for its own compliance, and specifically agrees:

• Professional obligations (Vendors). Vendors must ensure that all individuals performing, reviewing or signing off regulated work hold the qualifications required in their jurisdiction and follow the applicable standards and codes (for example ASME, PED, ISO/IEC or national equivalents); must retain operational logs, raw measurement data and report drafts for at least the period required by the regulations applicable to their service line; and remain solely responsible for the truth, accuracy and compliance of every deliverable. Certificate and obligation-tracking features of the Service are operational aids and do not discharge statutory filing, notification or renewal duties.
• Client responsibilities. Clients are responsible for the accuracy and lawfulness of the requirements they submit, for lawful use of deliverables they receive, and for the statutory duties they hold as equipment owners or operators. Each party must report to the competent authorities, in accordance with statutory procedures, any material anomaly that may threaten human life or property.
• Export control and Sanctions. You represent that you are not a Sanctioned person and are not acting for one; that you will not use the Service in or for the benefit of a comprehensively sanctioned jurisdiction; and that goods, software, technology and services you list, buy or sell through the Service comply with applicable export-control and Sanctions law, including any licensing requirements for dual-use items. We may screen transactions and counterparties and may block, freeze or decline activity required for compliance, without liability.
• Anti-money-laundering. You must not use the Service for transactions without a genuine underlying trade, for moving value between accounts you control, for structuring, or otherwise to disguise the origin or ownership of funds. We and the Payment Provider may request information about the commercial purpose of any transaction and may decline or report suspicious activity as required by law (including to the Suspicious Transaction Reporting Office in Singapore).
• Anti-bribery. You must not offer, promise, solicit or accept bribes, kickbacks or other improper inducements in connection with the Service, and must comply with applicable anti-corruption law (including the Prevention of Corruption Act 1960 of Singapore and equivalent foreign statutes).
• Listing policy. Every Listing, Tender and bid must comply with the Prohibited and Restricted Listings Policy published on this site, which forms part of these Terms: prohibited goods and services may not be offered at all, and restricted categories may be listed only with the evidence and approvals that Policy requires. We may enforce that Policy by delisting content, and by suspending or terminating access, as it describes.

Acceptable use

You agree not to use the Service in any way that violates law, regulation or third-party rights. The following constitute material breach:

• uploading, transmitting or storing unlawful, infringing, fraudulent or harmful content, including malware;
• publishing or attempting to publish a Listing, Tender or bid that breaches the Prohibited and Restricted Listings Policy — including prohibited goods or services, or restricted categories without the required evidence or approval;
• falsifying or tampering with inspection or testing data, reports, certificates, invoices, reviews, bids or any business or compliance materials produced through the Service;
• misrepresenting your identity, qualifications, certifications or authority to act for an organisation;
• creating or transacting against fictitious Orders, or otherwise using the Service to simulate trade or move value without a genuine commercial purpose;
• probing, scanning, reverse-engineering or scraping the Service or its underlying infrastructure without authorisation;
• using the Service to contact other users for purposes unrelated to legitimate business on the platform, including spam and off-platform solicitation designed to evade platform rules or Platform Commission;
• circumventing or attempting to circumvent access controls, billing systems, quotas, review-integrity or bidding safeguards, Sanctions screening, or other security measures.

User Content and data ownership

You retain all rights in User Content. We process User Content only as necessary to provide the Service, perform these Terms, comply with law or follow your documented instructions, and we do not use User Content for any commercial purpose unrelated to the Service. You grant us a limited, non-exclusive, worldwide, sublicensable licence to process User Content solely to provide, maintain, improve and protect the Service.

• Content you submit for publication — Listings, reviews, ratings and Tender postings — is intended to be shown to other users; you grant us a non-exclusive, worldwide licence to host, reproduce and display it on the marketplace for as long as it remains published.
• Where a Vendor processes personal data of its own customers through its workspace, the Vendor acts as controller and we act as processor on its documented instructions; a Data Processing Agreement is available on request.
• You confirm that you have a lawful basis for the upload, processing and sharing of all User Content, including any consents required from your customers, business partners or their personnel, and that User Content does not infringe third-party rights.
• We may remove or restrict content that violates these Terms or applicable law, following the moderation processes described in these Terms where relevant.

Intellectual property

All intellectual property rights in the Service, including its source code, interfaces, documentation, trademarks, logos (including the Civentia wordmark) and algorithmic models (the "Our Technology"), belong to Civentia Pte. Ltd. or its licensors. These Terms grant no transfer of ownership.

• For the duration of your lawful use you receive a non-exclusive, non-transferable, revocable licence to use the Service for your internal business purposes only.
• You may not copy, resell, sub-licence, frame or mirror the Service, use our trademarks without written permission, or develop substantially similar competing products based on the Service.
• You assign to us a perpetual, royalty-free right to use any feedback, suggestions or proposed improvements you submit, with no obligation to compensate you.

Claims that content published on the Service infringes intellectual-property rights are handled under the IP Protection and Notice-and-Takedown Policy published on this site, which forms part of these Terms and sets out the notice, takedown, counter-notice and repeat-infringer procedures. Vendors must not display certificates, accreditation scopes, conformity marks or brand assets they are not entitled to use.

Confidentiality

Each party will keep in confidence the non-public commercial, technical and operational information of the other party ("Confidential Information") that it learns while performing these Terms, will use it only for the purpose of performing these Terms, and will disclose it only to personnel and professional advisers under a duty of confidence. These duties do not apply to information that is or becomes public without breach, was lawfully known before disclosure, is received from a third party without duty of confidence, or must be disclosed by law, regulation or a competent authority (with prior notice where lawful). This duty survives for five (5) years after termination; for personal data and trade secrets it survives for as long as applicable law protects them. Confidential information exchanged between Vendors and Clients in the course of an Order — including sealed bids — is additionally protected by the marketplace rules above.

Third-party services

The Service relies on carefully selected third-party providers — including cloud hosting and storage, Payment Providers, email delivery and bot-protection services — and may interoperate with systems you choose to connect. Third-party systems are governed by their own terms, which you must accept directly where applicable (for example, the Payment Provider's account terms for your Connected Account). We are not responsible for the availability, acts or omissions of third-party providers, but we conduct due diligence on core sub-processors and bind them by written agreement. Nothing in this section makes any third party a beneficiary of these Terms.

Data protection

Each party will comply with data-protection law applicable to its processing in connection with the Service — for us principally the Personal Data Protection Act 2012 (Singapore), and, where applicable, the EU/UK GDPR and the Personal Information Protection Law of the PRC. How we collect, use, share, retain and protect personal data, and the rights available to data subjects, are described in the Privacy Policy, which forms part of these Terms. Where we process personal data as processor on a Vendor's behalf, we will do so under the Vendor's documented instructions and, where required, a separately executed Data Processing Agreement.

Disclaimers and limitation of liability

Except as expressly set out in these Terms, the Service is provided "as is" and "as available", and we disclaim all other warranties, conditions and representations, express or implied, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by law. Without limiting the marketplace-role section, we make no representation regarding, and accept no liability for: the performance, quality, safety, legality or timeliness of services or goods contracted between Vendors and Clients; the accuracy of Listings, reviews, bids or certification claims; another user's failure to pay or perform; or the acts, omissions, availability or decisions of any Payment Provider.

Cap. To the maximum extent permitted by law, our aggregate liability to you arising out of or in connection with the Service or these Terms in any calendar year is capped at the total platform fees (subscription fees and Platform Commission) actually received by us from you in the twelve (12) months immediately preceding the event giving rise to the claim or, where we have received no fees from you in that period, one hundred US dollars (US$100). We will not be liable for indirect, incidental, punitive, special or consequential damages, or for loss of profits, revenue, data, goodwill or anticipated savings, however arising.

Non-excludable liability. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot be excluded or limited under applicable law. The allocations of risk in these Terms reflect the fees charged and are an essential basis of the bargain between the parties.

Indemnities

Each Vendor shall defend, indemnify and hold harmless the Company, its affiliates and their respective officers, employees and agents from and against all claims, demands, damages, fines, penalties, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Vendor's services, deliverables, Listings and certification claims; (b) the Vendor's breach of applicable law, including professional-licensing, product-safety, export-control, Sanctions, tax and anti-corruption law; (c) any claim that Vendor-supplied content infringes a third party's intellectual-property or other rights; and (d) the Vendor's failure to perform or pay under an Order, including any resulting reversal, chargeback or Payment Provider fee.

Each Client shall correspondingly indemnify the Company against claims arising out of: (a) requirements, specifications or materials the Client submits that are unlawful, infringing or impossible to perform lawfully; (b) the Client's misuse of deliverables or breach of the compliance section; and (c) bad-faith use of the dispute, review or Tender mechanisms. The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defence (with counsel reasonably acceptable to the indemnified party, and no settlement imposing non-monetary obligations without the indemnified party's consent), and provide reasonable cooperation.

Suspension, termination and data export

You may stop using the Service and request account closure at any time, subject to completing or lawfully winding down open Orders and settling outstanding amounts. We may suspend or terminate all or part of your access in case of material breach (including of the acceptable-use or compliance sections), prolonged non-payment, material legal or regulatory risk, Sanctions exposure, repeated infringement of third-party intellectual-property rights as determined under the IP Protection and Notice-and-Takedown Policy, or a binding order of a competent authority — with prior notice where practicable, and without notice where urgent action is required. Vendor features tied to a subscription end on the expiry date of an unrenewed subscription.

• Termination does not affect Orders already concluded: their delivery, acceptance, settlement and refund provisions continue to operate under these Terms until completed, and amounts held by the Payment Provider continue to be governed by the Order's release conditions and the Payment Provider's terms.
• Within thirty (30) calendar days after termination you may export your User Content in the agreed format; thereafter we may proceed with irreversible deletion in line with our data-destruction policy.
• Records that must be retained under commercial, tax, industry or anti-money-laundering law — including transaction, invoice and audit records and, for Vendors, regulated inspection data — are kept for the statutory period notwithstanding account closure.
• Termination does not affect accrued rights and obligations, nor the clauses that by their nature survive (including confidentiality, intellectual property, indemnities, liability, governing law and this section).

Governing law and dispute resolution

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by the laws of Singapore, excluding conflict-of-law rules.

Any dispute between you and the Company arising out of or in connection with these Terms shall first be referred to senior-management negotiation for at least thirty (30) days from written notice of the dispute. Failing resolution, the dispute shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore; the tribunal shall consist of one arbitrator; the language of the arbitration shall be English. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. Nothing prevents either party from seeking urgent interim or conservatory relief from a competent court.

This clause governs disputes between you and the Company. Disputes between Vendors and Clients are governed by the law and forum applicable to their own Order or contract; the Company is not a necessary party to them, though it may supply records as described above. Where mandatory law in your jurisdiction grants you higher protection that cannot be contracted out of in a business-to-business context, that protection is unaffected.

Notices and electronic communications

Formal notices to the Company must be sent by email to [email protected] (legal and compliance) with a copy by post to 25 Seah Street, #02-01, Singapore 188381 (UEN: 202639527G), and are deemed given on the Business Day the email is sent without a delivery failure notice. Notices to you are sent to the email address registered to your account or displayed in-product, and are deemed given when sent. You consent to receiving communications and executing documents electronically, and agree that electronic records and signatures satisfy any legal requirement of writing or signature, consistent with the Electronic Transactions Act 2010 (Singapore).

General provisions

• Language. These Terms are executed in English, which controls. Any translation (including the Simplified Chinese version published on this site) is provided for convenience only and does not affect interpretation.
• No agency. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, franchise or agency relationship between you and us, or between Vendors and Clients and us.
• Assignment. You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, reorganisation or sale of substantially all relevant assets, with notice to you.
• Third-party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 2001 (Singapore) to enforce any of them.
• Severability; waiver. If a provision is held invalid or unenforceable, it is modified to the minimum extent necessary and the remainder continues in force. A failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, together with the documents they reference, are the entire agreement between you and us regarding the Service and supersede all prior discussions on the same subject. Each party confirms it has not relied on any representation not set out in them — without limiting liability for fraud.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (including natural disasters, war, epidemics, utility or network failures and government acts), provided the affected party mitigates and resumes performance promptly; payment obligations for amounts already accrued are not excused.
• Survival; headings. Provisions that by their nature should survive termination do so. Headings are for convenience only.

Changes to these Terms

We may update these Terms from time to time. Material changes will be notified at least thirty (30) days before they take effect, by in-product message, email or sign-in prompt, and the current version with its effective date is always available on this page. Your continued use of the Service after the effective date constitutes acceptance; if you do not accept, stop using the Service and request data export before that date. Changes do not apply retroactively to Orders already concluded.

Contact

For questions about these Terms, compliance enquiries or formal legal service, contact us at [email protected] (legal and compliance) or [email protected] (customer support), or by post at 25 Seah Street, #02-01, Singapore 188381 (UEN: 202639527G).