1. These terms of service (Terms) govern your access to and use of Sbagliato Pte Ltd’s (UEN: 201801665G) (we,our or similar pronoun) websites and services (Services).
2. By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of a company, organization or other entity, you agree to these Terms for yourself and for and on behalf of that company, organisation or other entity. You agree and confirm that you have the authority to bind the company, organization or other entity to these terms. A reference to you, your or similar pronoun includes the company, organisation or other entity referred to in this clause.
3. You shall use the Services in compliance with these Terms. You shall use the Services only if you have the legal capacity to do so. In using the Services, you shall comply with all applicable laws. The Services may change, including when we refine and add more features. We may stop, suspend or modify the Services at any time without prior notice to you. We may also remove any content from our Services.
4. The Services provide you a platform and online market place, if you are a seller, retailer or merchant,to sell, market, advertise and promote your wines, alcoholic drinks and related products (Products), and if you are a purchaser (whether a consumer or in the course of business), to purchase, discover and otherwise deal with the Products in a manner permitted by the Services.
5. (a) We are not sellers, retailers or traders of the Products. We do not in any capacity buy, sell or deal with the Products. Except for the provision of the Services (as a platform and online marketplace for the sale and purchase of the Products), we do not otherwise deal in the Products.
(b) All contracts (Contracts) for the sale, purchase and other dealings relating to the Products are entered into between you, as a user of the Services, whether as seller, purchaser or in other capacities. We are not privy to any Contracts. We are not liable under any circumstances for any breach of the Contracts.You indemnify and hold us harmless from and against all claims, damages, expenses or losses that we may incur or suffer arising out of or in connection with a Contract.
6. The use of the Services is at your own risk. We do not warrant any results from the Services. The Services do not constitute consulting, professional advice or any other form of advice whatsoever.
7. If you are a seller, retailer or merchant of the Products, you agree with the following specific obligations:
(a) You represent and warrant that you have all licenses, permits and consents, and have complied with all requirements under applicable laws and regulations to sell, retail and otherwise deal with the Products in the manner contemplated by the Services;
(b) In using the Services, you shall comply with all applicable laws and regulations, including with age limits relating to the Products;
(c) You agree that the obligations above are your sole responsibility, and that we are not directly or indirectly responsible for them in any way;
(d) You shall not actively solicit, persuade, encourage or take any action to cause purchasers using our Services to purchase your Products outside of the Services;
(e) You shall not sell your Products cheaper anywhere else on the Internet;
(f) You shall comply best practices relating to the exchange, refund or return of the Products, including providing a full exchange policy for wines that are not in a fit state for sale or corked;
(g) You shall not knowingly sell or otherwise deal with faulty, damaged or fraudulent wine. You acknowledge that we may report you to the authorities if you breach this obligation;
(h) You shall comply best practices relating to the delivery or collection of the your Products;
(i) You shall not (i) give false reviews, (ii) make misleading, groundless or offensive comments; or (iii) buy any act or omission deliberately affect the reputation or goodwill of any other user of the Services; and
(j) You shall not by any act or omission adversely affect our reputation and goodwill or the smooth, orderly and proper operation of the Services.
8. If you are a purchaser (whether as a consumer or in the course of business), you agree with the following specific obligations:
(a) You represent and warrant that you are permitted under all applicable laws to purchase, consume or otherwise deal with the Products in the manner contemplate by the Services;
(b) You have provided all information to us and in relation to the Services accurately and truthfully;
(c) You shall in using the Services behave and conduct yourself peacefully, respectfully and politely;
(d) You shall not (i) give false reviews, (ii) make misleading, groundless oroffensive comments; or (iii) buy any act or omission deliberately affect the reputation or goodwill of any other user of the Services. You acknowledge that doing so may result in defamation or other legal actions against you by the affected parties; and
(e) You shall not by any act or omission adversely affect our reputation and goodwill or the smooth, orderly and proper operation of the Services.
Ownership and Privacy
9. When using our Services you may provide us with information, files, data, folders and other content (together, your content). You retain full ownership to your content. These Terms do not grant us any rights or license to your contentor the intellectual property arising from your information, except provided below.
10. Your grant us a limited, free, irrevocable, non-exclusive and worldwide license to store, process, back-up and otherwise deal with your contentsolely for the purpose of providing to you the Services.We may grant a similar sub-license to the subcontractors, suppliers and service providers that we use to provide the Services.
12. In using the Services, you are solely responsible for your conduct, the content of and dealing with yourcontent and your communications with others. You warrant that you have all the rightand power required to deal with your content.
13. We do not monitor yourcontent or any other information that aresubject to the Services. We are not responsible for the accuracy, completeness, appropriateness or legality of your content or any other content,results andinformation you may access with or receivefrom the Services.
14. In using the Services, you may require or deal with other third party licenses, including software licenses. You may acquire and own these third party licenses, or use these licenses under a sub-license that we grant to you in connection with the Services. You agree to comply with the terms of all these third party licenses.
15. The Services may allow you to share your contentwith others. There are many things that others may do with your information; for example, they may copy, modify or again share your content with others. We are not responsible or liable for any of these activities.
16. Files and other content in the Services may be subject to the intellectual property rights of others. You agree not to copy, upload, download, share or otherwise deal withcontent or information unless you have the necessary right or license. You alone are responsible and liable for content and information that you copy, share, upload, download or otherwise deal with.
17. You shall not by any act or omission cause spyware, virus or other malicious software to infect the Services.
18. You alone are responsible and liable for maintaining and protecting your Content. We are not responsible or liable for any expenses, losses or damages which you may suffer or incur arising out of or in connection with the loss or corruption of your content, including costs or expenses for backing up or restoring your content.
19. You shall from time to time update your contact information or other information related to your account.
20. You shall keep secret the password that you use to access the Services and not disclose your password. You are responsible and liable for all activities related to your account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your account. You agree and acknowledge that a secure encrypted connection to communicate with the Services can help protect your content.
Software and Updates
21. Some Service may require you to download a client software package (Software). We grant you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you breach any of these Terms. We reserve all rights not expressly granted in these Terms. You shall not directly or indirectly reverse engineer or decompile the Software, attempt to or assist others to do so. Our Services may update the Software on your device automatically when a new version is available.
Our Property and Feedback
22. These Terms do not grant you any right, title or interest in the Services, Software or any of their content. We may use any of your feedback, comments or suggestions you without any obligation or liability to you. Copyright, trademark and other applicable laws protect the Software and other technology we use to provide the Services. These Terms do not grant you any rights to use any of our trademarks, logos, domain names, or other brand features.
Service Fees and Taxes
23. In consideration of the Services, you agree to pay the prevailing Service fees. and in accordance with the prevailing payment term. Service fees are subject to change from time to time, without notice.
24. Service fees stated are exclusive of all taxes, including GST,VAT, sales tax, service tax or withholding taxes. You are liable to pay these taxes. If you are required to withhold and deduct,from any payments to us,withholding or other taxes, you shall pay us an additional sum, so that the amount we receive is the full invoiced amount as if no deduction or withholding is made.If you pay by credit card, you agree to the applicable terms of the credit card payment processor and to pay all processing charges.
25. If you pay by credit card or other payment process that automates fixed regular payments, the Services will be auto-renewed until you turn off auto-renewal.
26. If you fail to pay any Service fees or other amounts that are due and payable, we may terminate or suspend the Service.
27. If your use of the Services results in high traffic and disproportionate consumption of other resources, in orderto ensure fair use or to prevent abuse,we may reasonably limit your use of the Services or negotiate with you a customised package and pricing for the Services.
Acceptable Use Policy and Compliance with Laws
28. You shall not directly or indirectlyabuse the Services or deal with the Services otherwise than for their intended ordinary uses.You shall comply with ourAcceptable Use Policy.
29. You shall use the Services only in the furtherance and for the purposes of activities that are legal in the applicable jurisdiction. You shall in using the Services comply with all applicable laws. The laws referred to in this clause include and are not limited to laws relating to junk mail, spam and electronic communications and transactions.
30. Our designated agent for notice of alleged copyright infringement is as registered from time to time with the Intellectual Property Office of Singapore.
31. The Services may contain links to third-party websites or resources. We do not endorse and are not responsible or liable for their availability, accuracy, content, products or services. You are solely responsible for your use of any of these websites or resources. We may provide you with software under an open source license. The open source license applies and controls if there is conflict or dispute between the open source license and these Terms. The open source license and these terms shall otherwise apply cumulatively, to full force and effect.
Users of the Services may find advertising or other content that links to the websites and services of our partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not control the content or links that appear on these websites and are not responsible for the practices employed by websites linked to or from our web site or in respect of the Services. In addition, these websites or services, including their content and links, may be constantly changing. These websites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to Sbagliato’s website, is subject to that website’s own terms and policies.
32. We may suspend or terminate the Services at any time, with or without cause and with or without notice. If we do so without cause, we will refund to you any advance Service Fees that you have paid and which relate to Services that have not been consumed. We may take down and remove any information, comment or other data posted or published by you using the Services, with or without cause. Except as expressly provided in this clause, we are not liable under any circumstances whatsoever for our actions under this clause.
33. Available AS-IS
These provisions apply to the greatest extent permitted under applicable laws. The Services and Software are provided as-is, at your own risk, without express or implied warranty or condition of any kind. We disclaim any warranties of merchantability, fitness for a particular purpose, accuracies or non-infringement. We are not responsible or liable for any harm to your computer system, loss or corruption of data or other harm that results from your access to or use of the Services or Software.
Without limiting the generality of the previous paragraph, the Services are provided using and based upon our own platform, algorithms,open-source data and publicly available information. We do not provide any warranties whatsoever in relation to these platforms, algorithms, open-source data and publicly available information
Exclusions and Limitations of Liability
34. These provisions apply to the greatest extent permitted under applicable laws. They are not limited to the circumstances that are within the parties’ contemplation as at the start of the Services.We shall not under any circumstances, whether in contract, tort, equity, statute or any other cause, be liable for any indirect damages, special damages, incidental damages, punitive damages, exemplary damages, consequential damages, expectation losses, loss of use, loss of sale, loss of data, loss of business, loss of profits or any other similar damages, whether or not we have notice of the possibility of these damages and whether or not these damages are within the parties’ contemplation. Our liability arising out of or in connection with these Terms,whether in contract, tort, equity, statute or any other cause, is limited to the Service fees that we have received from you for the six months prior to your claim,for the Services that are the subject of your claim.
35. You indemnify and hold us harmless from and against all claims, damages, expenses or losses that we may incur or suffer arising out of or in connection with your breach of these Terms.
36. We may revise these Terms from time to time. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms.
Governing Law and Arbitration
37. These Terms are governed by Singapore law. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The tribunal shall consist of one arbitrator to be appointed by the chairman of the SIAC for time being, upon the reference of any party at any time. The language of the arbitration shall be English.