Terms and Conditions Last updated on December 15, 2015.

This Web Site is owned and operated by ME-Retail Solutions Pte Ltd (“Company” or “www.me-retailsolutions.com” or “me-retailsolutions” or “we” or “us”). The aim of this Web Site is to provide a platform for online merchants to have access to our online store inventory management, logistics, warehousing, delivery and related services (“the Services”) in Singapore. Access to and use of this Web Site is subject to the terms and conditions of this Web Site User Agreement as set out below and as modified or amended from time to time.

By accessing this website or registering with us, you accept unconditionally, all the Terms and Conditions in this web site user agreement including: Terms and Conditions, Disclaimer of Liability, Privacy Policy and Standard Trading Conditions, as modified or amended from time to time. ME-Retail Solutions Pte Ltd reserves the right to amend these terms and conditions at any time and such amendments take effect immediately upon posting of the agreement as amended or modified on this web site.

TERMS & CONDITIONS

The following are the terms and conditions for the use of this Web Site. All transactions and access to and use of this Web Site are governed by these Terms and Conditions. By using this Web Site or registering with us, you indicate that you have read these Terms and Conditions and have agreed to be bound by them.

  1. As used in this Agreement, the terms “you” means you, as well as all users of the our Services through your account, and you represent and warrant that you have authority to enter into this Web User Agreement for yourself and other users including any firm, company or organization that you are acting on behalf of, as if such user(s) were the legal persons referred to as “you" herein.
     
  2. These Terms and Conditions may be amended or withdrawn without prior notice at the sole discretion of Company and you are advised to view these Terms and Conditions from time to time and in any case prior to any transaction with Company.
ELIGIBILITY
  1. To use this Web Site or post any content on this Web Site, you must apply for and be accepted by Company for registration as a Member [“Member”] with an Account bearing a unique LOGIN ID & PASSWORD opened with Company, be a holder of a Singapore NRIC or Singapore FIN card, be at least 21 years of age, must not be an undischarged bankrupt and be able to form or enter into a legally binding contract in accordance with applicable law. If you are acting on behalf of a firm, a company or organisation, your firm or company or organisation must be duly constituted and registered with the competent authorities of Singapore and you must be fully authorised to apply for membership and to use this Web Site by your firm, company or organisation.
     
  2. All information provided to www.me-retailsolutions.com for member registration or other purposes must be true, accurate and valid. If any information you provide is found to be false, www.me-retailsolutions.com may suspend or terminate your registration and account and also take legal action if www.me-retailsolutions.com or any party suffers any loss or detriment owing to a breach of this term.
     
  3. You may not access the Services if you are a direct competitor of Company, except with Company’s prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
TIME OF AGREEMENT
  1. No agreement will come into existence between Company and any person for the Services from Company through this Web Site until and unless Company accepts the Order by sending a confirmatory e-mail to such customer and such person shall then become a customer of Company [“Customer”].
USE OF SERVICES
  1. Company hereby grants Customer a non-exclusive, non-transferable right and the Customer agrees to use the Services, solely for Customer’s own business purposes, subject to the terms and conditions of this Agreement.
OBLIGATIONS OF COMPANY
  1. Company shall:
  1. Send Customer a full Statement of Services (“Statement of Services”) setting out details of the  specific services to be provided to Customer which Customer shall confirm to Company prior to rendering of the Services.
  1. Perform the Services in a professional manner and in accordance with the terms and conditions of this Agreement and the Statement of Services.
  1. Prior to taking delivery of any goods or articles of Customer [“the Goods”] for inventory management or for storage at Company’s designated warehouse [“the Facility”],  Company shall have the right to inspect and examine the Goods to verify that the Goods are not damaged and are as per the specifications stated by Customer and set out in the Delivery Receipt.
  1. Deliver the Goods from the Facility to the third party at the address specified by Customer, in the quantities and in the manner directed by Customer from time to time in the same condition and form as at the time of collection by Company, or at the time of delivery to Company at the Facility by or on behalf of Customer subject to natural deterioration.
     
  2. Store and handle the Goods with due care and prudence and ensure that the Goods are not exposed to any danger including theft or loss at or from the Facility.
     
  3. Undertake  all necessary documentation associated with receipt, storage, handling and redelivery of the Goods, including inventory and material balance documentation and maintain accurate and up-to date documentation in relation to the Goods from time to time.
TITLE TO GOODS
  1. Company warrants that Customer has good and valid title to Goods, that Goods are free from any copyright, trademark, or other intellectual property rights claims by a third party and Customer has the power to rightfully sell and transfer title to buyers. In the event of any breach of this Clause Customer shall be liable to Company for all damages, costs and expenses, penalties suffered by Company including claims from third parties against Company.
     
  2. Customer shall remain the owner of the Goods at all times and in no event shall any right, title or interest in the Goods pass to  Company.
     
  3. Subject to Customer’s compliance with these terms and conditions, Company shall hold the Goods collected or delivered to it by or on behalf of Customer in trust as a bailee and shall not, directly or indirectly, create, incur, assume, or permit to be created, incurred or assumed, any claim, lien, charge or encumbrance of any nature whatsoever in favour of a third party over any Goods and shall procure that the Goods remain free from any liens, charges or other security interests and that no person other than Customer shall have any claims to title thereon.
OBLIGATIONS OF THE CUSTOMER
  1. Customer shall:

    a. Ensure that all information provided to Company shall be accurate and updated.

    b. Declare accurately to Company the full value of the Goods and any probable losses likely to be suffered in the event of the loss of the Goods to enable Company as it shall determine in its sole discretion, to obtain, and keep valid and subsisting at the full costs and expense of the Customer adequate insurance cover from a reputable insurance company, against all risks including without limitation fire flood and explosion risk and loss or damage to the Goods.

    c. Not sell, mortgage, hypothecate or otherwise deal in, or create any security interest over or use any of the Goods in any manner other than as per the terms of this Agreement. 

    d. Make payment punctually at the rates and on the payment terms set out in the Payment Terms and Payment Mode to be issued by Company to the Customer including all Goods and Services Tax and other duties applicable in respect of the Services and the Goods.
THE FEE AND PAYMENT
  1. The Customer has agreed to pay the Company the sum (the “Fee”) set out in Item One in the Schedule on completion of the supply of the Services of those activities with operating hour defined in Item Two. The Company and Customer have agreed to the terms of payment as set out in Item Three of the Schedule.
     
  2. The Company will issue a tax invoice for the service setting out all the services perform, including any variation, the date the service and delivery was performed at the end of the physical month.  The tax invoice will also separately identify all expenses and any GST payable. This tax invoice will include the final price for the services perform, this price may vary from the quoted price at the discretion of the Company.
     
  3. Where the Customer fails to pay any tax invoice on or before the due date, the Customer agrees that the Company will add interest to the total outstanding amount at the rate of 3% interest per calendar month and that the Customer will be liable to pay an accrued interest in addition to the outstanding amount.
     
  4. In the event the Customer defaults in payment of an invoice, the customer shall indemnify the Company from any costs incurred by the Company in recovering the outstanding amount, including but not limited to solicitors fees.
     
  5. The Customer is not entitled to deduct any invoiced amount from any amounts owing to the Customer by the Company.
     
  6. If for whatever reason the Customer does not pay the Fee when it becomes due, the Company may without being in breach of this Agreement suspend providing the Services until all outstanding payments of the Fee have been paid.  If after the Company has requested payment the Customer refuses or fails to make such payment within thirty (30) days of such request, then the Company may terminate this Agreement and cease providing the Services for the Customer.
CONFIDENTIALITY
  1. Each party shall maintain in confidence, in accordance with the standards of care and diligence that it utilises in maintaining its own Confidential Information, any and all confidential information received by it from the other party  in connection with or in the course of performance of this Agreement and shall not, and shall ensure that its officers, directors, employees and representatives do not, disclose to any person any Confidential Information of the other party, without the prior written consent of the other party.
REMEDIES
  1. If Customer  fails to pay Company any fees or expenses relating to the Services [including any insurance premiums payable], Company may in its absolute discretion elect to exercise its rights to carry out any or all of the following:-

    a. Suspend the provision of the Services;

    b. Hold the Goods on lien until full payment is made;

    c. Sell and liquidate any Goods deposited by the Customer and use sale proceeds thereof to set off against such outstanding fees and expenses ;

in addition to any other rights or remedies it may have to recover the fees or the expenses or sums due to Company  in law or in equity.

  1. Where any payment by the Customer is overdue, then interest may at Company's option be charged on all outstanding sums at the rate of 3% above the prime lending rate of DBS Bank Ltd from the due date of payment until the date payment is received.
TERMINATION
  1. This Agreement may be terminated by either Party without assigning any reason thereof at any time by giving 60 days prior written notice to the other but any fees or expenses incurred to the expiry date shall be borne by Customer to Company. Any un-utilized pre-paid credit from the Customer at the point of termination will be forfeited by the Company.
     
  2. Without prejudice to any other rights or remedies available in law or under this Agreement, either Party may terminate this Agreement forthwith on or at any time after the occurrence of any of the events specified herein below:

    a. insolvency of the other Party;

    b. material breach of any of the terms or conditions of this Agreement by the other Party which breach is not remedied by such other Party to the satisfaction of the non-breaching Party within seven (7) days of notice of the breach;

    c. if an application for bankruptcy or winding up of the other Party [being a corporation] is decreed in any Court or a resolution is passed for the liquidation or cessation of the business of such other Party or if any receiver, manager, liquidator, administrator or other similar official is appointed or any execution, writ of seizure and sale, writ of possession, garnishee order or other attachment is effected on the other Party’s property.
INTELLECTUAL PROPERTY RIGHTS
  1. www.me-retailsolutions.com respects the Intellectual Property rights of others, and we require all users of this Web Site to do the same. If you believe that a copy of your work has been reproduced or made available on this Web Site without your consent or that a copyright, trade mark, design right or other intellectual property infringement has otherwise occurred, please supply us with the relevant information and email to: customerservice@www.me-retailsolutions.com
     
  2. The contents displayed on this Web Site including but not limited to text, software, photographs, graphics, illustrations and artwork, layout, colour combinations and other graphical elements, video, music and sound, names, logos, trade marks and service marks including the “look” and “feel” of this Web Site (“the Intellectual Property Rights”) are owned or licensed for use by Company, its affiliates or licensors and are protected by copyright, trademark and other intellectual property laws. In particular, the right to the use of any material on this Web Site is subject to the prior written consent of Company.
     
  3. No part or parts of this Web Site may be reproduced, distributed, adapted, modified, republished, displayed, broadcast, hyperlinked, framed or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of Company provided that permission is granted to download and print the materials on this Web Site for strictly personal, non-commercial use only and provided that you do not modify any materials and that you retain all copyright and other proprietary notices contained in such materials. You may not, without the permission of Company, insert a hyperlink to this Web Site on any other Web Site or "mirror" any material contained on this Web Site on any other server.
POSTING OF MATERIAL
  1. As a user, you agree not to post or transmit any material which in the opinion of Company is of an unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially or gender or ethnically discriminating or carries any risk of harm, mental or emotional distress or seeks to harm to any user, or contains any fraudulent, misleading false or deceptive information, or exploit any children by exposing them to inappropriate content, or otherwise of an objectionable nature including, but not limited to, any material which encourages conduct that would constitute a criminal offence, violate the rights of others, or otherwise violate any applicable local, state, national or international law or the general legal rights or Intellectual Property Rights of another.
     
  2. You agree you will not impersonate any person or entity or to misrepresent your affiliation or association with any person or entity.
     
  3. You will be responsible for, and shall indemnify and hold Company, its affiliates, agents and representatives harmless against any claims including claims or proceedings brought by third parties and any legal costs on solicitor and client basis that arises from the breach of any of the terms of use of this Web Site or in connection with your use of this Web Site.
     
  4. By posting any material to this Web Site or conveying any material to Company, you are representing that you are the owner of the material, or have a right to reproduce, display or transmit such material or are making your submission with the express consent of the owner and that there is no infringement of any Intellectual Property Rights belonging to another.
     
  5. No user is to post or transmit any material which he knows to contain a virus or corrupted data, to send any unsolicited or unauthorized spam and spam comments on posts, advertising messages, promotional materials, email, junk mail, chain letters or other forms of solicitation.
     
  6. Company and its affiliates reserve the right, in its sole discretion, to delete, edit, refuse to post or remove any material submitted to or posted on this Web Site which is submitted or posted in violation of any part of this Agreement and to deny access to anyone who violates any part of this Agreement.
     
  7. Except as stated in the PRIVACY POLICY, any communication or material any user posts or transmits on this Web Site, is, and will be treated as non-confidential and non-proprietary. A user assumes full responsibility for anything posted or transmitted, and grants to Company and its affiliates the right to use his name or the name of the firm, Company or organisation that the user represents in connection with the posted material as well as in connection with any advertising, marketing or promotional material related thereto as well as the right to edit, copy, publish and distribute any information or content that such user posts or transmits for any purpose.
DISCLAIMER OF LIABILITY
  1. All use of this Web Site and transactions effected through this Web Site are subject to our Disclaimer of Liability clauses. Please read DISCLAIMER OF LIABILITY which form part of this Agreement. 
PRIVACY
  1. Your use of this Web Site is subject to our Privacy Policy. Please read PRIVACY POLICY which form part of this Agreement.
FORCE MAJURE
  1. No party will be liable for any delay in performing or failure to perform its obligations (other than a payment obligation) under this Agreement due to Act Of God namely declared war, hurricane, flood, cyclone, terrorism, or any order of any government authority.
     
  2. Such delay or failure will not constitute a breach of this Agreement and the time of performance of the affected obligation will be extended by such period as is reasonable.
DISPUTE RESOLUTION
  1. If any dispute arises out of or in connection with this agreement, including any question regarding its existence, validity or termination, the parties agree to endeavour to settle the dispute through conciliation at the Singapore International Arbitration Centre (hereinafter called “the SIAC”) in accordance with the Rules of Mediation and Conciliation of the SIAC for the time being in force, which rules are deemed to be incorporated herein by reference.
     
  2. Any issue or claim not resolved by conciliation shall be referred to and finally resolved by arbitration in Singapore in accordance with the SIAC Rules for the time being in force which rules are deemed to be incorporated by reference into this Clause. 
     
  3. In the event of arbitration, the arbitration tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC and the language of arbitration shall be in English. The Arbitrator’s decision shall be final and binding.
MISCELLANEOUS
  1. If any part of these terms and conditions shall be found to be unlawful it shall not affect the validity or enforceability of the remainder of the terms and conditions.
     
  2. No person other than a party to this Agreement may enforce this Agreement and the provisions of the Contracts (Rights of Third Parties) Act [Cap. 53B] of Singapore are hereby expressly excluded.
     
  3. This agreement is and shall be deemed to have been made in Singapore and shall in all respects be governed by the laws of Singapore and the parties hereto hereby submit to the non-exclusive jurisdiction of the Courts of the Republic of Singapore.