These Standard Terms and Conditions (“Standard Terms”) govern your use and access to our services, including our website(s), our application(s), our application programming interfaces (APIs), our notifications and any information or content appearing therein and any other services we provide (collectively, our “Platform”). Our Privacy Policy, available at https://www.moderntrade.co/privacy-policy, ("Privacy Policy") and our Acceptable Use Policy below ("Acceptable Use Policy") are incorporated by reference into these Standard Terms.
1.2
When a Master Agreement (“Master Agreement”) is executed between you and Modern Trade, these Standard Terms are incorporated by reference into the Master Agreement and the Master Agreement, along with the incorporated Standard Terms, governs your use and access to our Platform. In the absence of a Master Agreement, the Standard Terms alone govern your use and access to our services.
1.3
By using our Platform, you agree to the Standard Terms or Master Agreement (if different) (including but not limited to our Privacy Policy) regardless of whether you are a user or visitor. If you are using our Platform as a representative of an entity, you are agreeing to the Standard Terms or Master Agreement (if different) (including but not limited to our Privacy Policy) on behalf of that entity.
2.
DEFINITIONS
2.1
"Cover Page" means the cover page in the Master Agreement executed between you and Modern Trade specifying specific terms applicable to you, including fees, subscription periods and payment terms.
2.2
"Standard Terms" means these Standard Terms and Conditions.
2.3
"Master Agreement" means the Cover Page and these Standard Terms collectively. If you have not executed a Cover Page with us, “Master Agreement” means these Standard Terms alone.
2.4
Unless otherwise defined herein, capitalised terms shall have the meanings ascribed to them in the Cover Page.
3.
ABOUT US AND HOW TO CONTACT US
3.1
We are Modern Trade Technologies Pte. Ltd., a company registered in Singapore, trading as Modern Trade (“we”, “us”, “our” or “Modern Trade”). Our unique entity number is 202014408W and our registered office is at 100 Peck Seah Street, #08-14, PS100, 079333, Singapore.
3.2
For any questions or problems relating to our Platform, our products or services or these terms, you can contact us by emailing us at contracts@moderntrade.co.
3.3
Please refer to our Privacy Policy which is available at https://www.moderntrade.co/privacy-policy for information about what personal data we collect and what we do with it. It is important that you read our privacy policy, which may be updated from time to time, and understand how we use your information and the rights that you have about your information.
3.4
If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us.
3.5
When we use the words "writing" or "written" in the Master Agreement, this includes emails.
4.
CHANGES OF TERMS
4.1
We may amend these Standard Terms from time to time by posting the updated terms on our Platform. Unless we notify you otherwise in writing, any amendments to these Standard Terms shall become effective upon the commencement of your next Subscription Period (if any).
4.2
If we notify you in writing that any changes are to become effective immediately (with thirty (30) days’ advance notice), you may choose to accept the changes or terminate your use of the Platform by providing us with written notice no later than ten (10) days before the changes become effective. If you do not provide us with such written notice and/or continue to use our Platform after the changes take effect, you agree to be bound by the revised terms.
5.
AVAILABILITY OF OUR SERVICES
5.1
We are constantly changing and improving our Platform and the products or services we provide. We may from time to time change or discontinue any of the products or services we offer, or add or remove functionalities or features, and we may suspend or stop certain products, services, functionalities or features altogether. If we discontinue certain products, services, functionalities or features, we will give you advance notice where reasonably possible.
5.2
We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these beta services are not as reliable as other products or services we offer.
5.3
We reserve the right to limit your use of our Platform and the services we provide, including the right to restrict, suspend or terminate your account if we believe you are in breach of the Master Agreement, are misusing our Platform or any services we provide or if your use of our Platform could harm our reputation or business operations.
5.4
We try our best to ensure that our Platform is always available, but we do not guarantee that the operation of or access to our Platform will be uninterrupted or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades, network or equipment failures.
5.5
You are responsible for configuring your information technology, computer programmes and platform or system in order to access our Platform. We do not guarantee that our Platform will be free from bugs or viruses.
6.
YOUR ACCOUNT AND PASSWORD
6.1
In registering for an account on our Platform, you must provide truthful, accurate and up-to-date information about yourself. You should choose a strong and secure password. You must keep your password secure and confidential.
6.2
You agree not to share your account credentials or give others access to your account. If and when we detect that an account is shared by multiple users, we may treat this as a security breach and suspend or terminate your account.
6.3
We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you are in breach of the Master Agreement.
6.4
You agree to follow our Acceptable Use Policy, which is set out at the end of these Standard Terms.
6.5
You are responsible for all actions or activities that happen by, through or under your account, unless you report misuse.
6.6
You must notify us immediately if you become aware of any unauthorised access to or use of your account or any other breach of security.
7.
PAYMENT TERMS
7.1
Fees and Payment: You agree to pay all fees specified in the Master Agreement in accordance with the payment terms set forth therein.
7.2
Late Payments: If any fees are not received by us by the due date, such charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
7.3
Taxes: Fees are exclusive of all taxes, levies or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies or duties, excluding taxes based solely on our income.
7.4
No Refunds: Except as required by law, all fees are non-refundable.
8.
USE OF THE PLATFORM
8.1
You must comply with the Acceptable Use Policy and all applicable laws and regulatory requirements, including privacy laws and intellectual property laws in using or accessing the Platform.
8.2
Subject to your payment of applicable fees, we give you a personal, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable, non-exclusive and revocable licence to access and use our Platform (including any software or application as part of the services we offer), exclusively for your business’s purposes and not for further resale or distribution. This licence is for the sole purpose of enabling you to use and enjoy the benefit of our Platform as provided by us and in the manner as permitted by the Master Agreement.
8.3
This licence to use our Platform will terminate if you do not comply with the Master Agreement or other additional terms or conditions imposed by us from time to time.
8.4
You must not copy, modify, distribute, sell, lease, loan or trade any access to the Platform or any data or information on it.
9.
YOUR RIGHTS
9.1
You retain your rights to any information or content you submit, post or display on or through the Platform (“Your Content”). You affirm, represent, and warrant that you own or have the necessary licences, rights, consents, and permissions to publish and share Your Content. By submitting, posting or displaying such content, you grant us a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, process, copy, reproduce, adapt, modify, publish, transmit, display and distribute such content in any and all media or through any distribution channels (now known or later developed), subject to the applicable provisions in our Privacy Policy.
9.2
You are responsible for your use of Your Content and any consequences thereof, including any consequences of the use of Your Content by other users or third parties. We are not responsible or liable for any use of Your Content, nor the use of any content or information submitted or posted by other users or visitors.
9.3
You warrant that Your Content is not and will not infringe rights of any third parties and that you have all the necessary rights, power and authority to satisfy your obligations with regard to Your Content under the Master Agreement.
9.4
If you believe your intellectual property rights have been infringed, please contact us by emailing us at contracts@moderntrade.co.
10.
OUR RIGHTS
10.1
Ownership: All intellectual property rights in and to the Platform, and any and all components thereof, including but not limited to software, applications, designs, text, graphics, images, video, information, data, sound files, other files and their selection and arrangement are owned by us or our licensors.
10.2
Reservation of Rights: We reserve all rights not expressly granted to you in the Master Agreement. No rights or licenses are granted to you other than as expressly set forth in the Master Agreement.
10.3
No Implied Licences: Except as expressly provided in the Master Agreement, nothing grants you a licence to use any of our trademarks, service marks, logos, domain names or other brand features.
10.4
You must not upload, post, publish, reproduce, transmit or distribute any content or component of our Platform in any way, or create any derivative works with respect to any such content or component.
10.5
We may (at our discretion but are not obliged to) review content or information submitted or posted by users on our Platform. We reserve the right to remove any content which we consider as offensive, harmful, deceptive, discriminative, defamatory or otherwise inappropriate or misleading, or content that we believe may be infringing rights of third parties. We do not endorse or support any views expressed by any users on our Platform.
10.6
Our names “moderntrade.co”, “Modern Trade” and our marks and logos are our trade marks (be it registered or unregistered) and may not be used without our express prior written consent.
11.
INTEGRATIONS
11.1
We integrate with third-party software to provide a full suite of functionalities to our users. We are not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software is governed by the terms of service or user agreements of that software.
12.
MARKETING & PUBLICITY
12.1
You hereby grant us a non-exclusive, royalty-free, worldwide, perpetual licence to: (a) Use your name, logo, and trademarks on our website and in marketing materials to identify you as a user of the Platform. (b) Use the results of your use of the Platform as case studies for marketing or showcasing the Platform's capabilities.
If you wish to withdraw your consent, you may notify us in writing, and we will cease such use within thirty (30) days of receipt of your notice. However, we are not obligated to remove or recall any materials already published or in circulation.
13.
FEEDBACK
13.1
We value and welcome feedback on our Platform. You agree that we are free to use, disclose, adopt and/or modify any feedback and any information (including any ideas, concepts, proposals, suggestions or comments) provided by you to use in connection with our Platform or any products or services we offer, without any payment to you.
13.2
You hereby waive and agree to waive any rights to claim for any fees, royalties, charges or other payments in relation to our use, disclosure, adoption and/or modification of any of your feedback.
14.
CONFIDENTIALITY
14.1
Confidential Information: "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
14.2
Protection of Confidential Information: The Receiving Party will: (a) Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but not less than reasonable care. (b) Not use any Confidential Information for any purpose outside the scope of the Master Agreement. (c) Except as otherwise authorised by the Disclosing Party, limit access to Confidential Information to those who need access for purposes consistent with the Master Agreement.
14.3
Exceptions: The obligations of confidentiality do not apply to any information that:(a) is or becomes publicly available without breach of these Terms by the Receiving Party;(b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without any obligation of confidentiality;(c) is received from a third party without breach of any obligation owed to the Disclosing Party; or(d) was independently developed by the Receiving Party without use of or reference to the Confidential Information.
14.4
Disclosure of Information
14.4.1
Permitted Disclosures: Notwithstanding anything to the contrary in this Master Agreement, we may disclose your Confidential Information to the following parties, provided that such disclosure is made for the purposes of this Master Agreement and the recipient is bound by confidentiality obligations no less stringent than those set forth herein: (a) Our directors, officers, employees, consultants, and professional advisors (including lawyers, accountants, and auditors); (b) Our affiliates, subsidiaries, or parent companies; (c) Third-party service providers and subcontractors who assist us in providing the Platform and related services; (d) Actual or potential investors, acquirers, or other third parties in connection with any merger, acquisition, financing, due diligence, reorganization, bankruptcy, receivership, sale of company assets, or similar transactions or proceedings; and (e) Any other party with your prior written consent.
14.4.2
Legal Obligations: We may disclose your Confidential Information if required to do so by law, regulation, court order, or any governmental or regulatory authority, provided that, to the extent legally permissible, we give you prompt written notice of such requirement and reasonably assist you in obtaining a protective order or other remedy.
15.
LIMITATION ON LIABILITIES
15.1
Some countries or jurisdictions may not allow the disclaimers in this clause, in which case these disclaimers will not apply to you.
15.2
To the fullest extent permitted by law, we (including but not limited to 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).
15.3
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; (b) any loss of data, business, opportunities, reputation, profits or revenues; or (c) any loss of use, goodwill or other intangible losses , in all cases directly or indirectly, relating to the access to or use of (or inability to access or inability to use) our Platform or any products or services we offer.
15.4
We do not exclude or limit our liability to you where it would be illegal to do so. This includes any of our liability for fraud or making fraudulent misrepresentation in operating the Platform or providing the products or services we offer.
15.5
If you are using the Platform as a consumer, in some countries or jurisdictions you may have certain legal rights as a consumer. In such cases, nothing in the Master Agreement limits your legal rights as a consumer that may not be waived by contract.
15.6
Other than the types of liabilities that we cannot limit by law, the liabilities of Our Entities to you (on aggregate) are limited to the amount you have paid us (if any) for the use of our Platform or for any products or services we offer over the last twelve (12) months.
16.
YOUR REPRESENTATION
16.1
Our Platform is not intended for and may not be used by minors (individuals under 18 years old). By using our Platform, you represent that you are an adult (at least 18 years old and older) and that you are able to legally enter into contractual agreements.
16.2
If you are using the Platform on behalf of an entity, by using the Platform you represent and warrant that you have the necessary rights and authority to agree to the Master Agreement and/or Standard Terms (and our Privacy Policy, Acceptable Use Policy and other documents referred to herein) on behalf of that entity.
17.
INDEMNITY
17.1
Your Indemnity to Us
17.1.1
You agree to indemnify and hold Our Entities harmless from and against any/all losses, liabilities, damages, claims, settlements, costs and expenses (including but not limited to any/all legal fees and costs) in connection with or arising from (i) your breach of the Master Agreement, (ii) your use of our Platform and/or (iii) any misrepresentation made by you.
17.1.2
You 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 the Master Agreement.
17.2
Our Indemnity to You: We agree to indemnify and hold you harmless from any and all losses, liabilities, damages, claims, settlements, costs, and expenses (including legal fees) arising out of or in connection with any claim resulting from our breach of this Master Agreement (including breaches of confidentiality, data protection obligations or gross negligence).
17.3
Indemnification Procedure: The indemnified Party shall: (a) Promptly notify the indemnifying Party of any claim. (b) Provide reasonable assistance at the indemnifying Party's expense. (c) Give the indemnifying Party sole control over the defence and settlement of the claim.
18.
TERM AND TERMINATION
18.1
Subscription Period: The Subscription Period shall commence and end as specified in the Master Agreement.
18.2
The Master Agreement will start on the Effective Date specified in the Master Agreement and continue until the Subscription Period has ended, unless earlier terminated in accordance with the termination provisions of the Master Agreement.
18.3
We reserve the right to suspend or terminate your access to our Platform, if we reasonably believe: (a) you are in serious or repeated breach of the Master Agreement (including but not limited to a prolonged failure to settle any payment); (b) you are using the Platform in a manner that would cause a real risk of harm or loss to us, other users, or the public; (c) we are requested to do so by government or regulatory authorities or as required under applicable laws, regulations or legal processes; or (d) our provision of the Platform to you is no longer possible or commercially viable.
In any of the above cases, we will notify you by the email address associated with your account or at the next time you attempt to access your account, unless we are prohibited from notifying you by law.
18.4
Survival: Upon termination or expiration of this Master Agreement, the following clauses shall survive and continue in full force and effect: Clause 7 (Payment Terms) Clause 9 (Your Rights) Clause 10 (Our Rights) Clause 11 (Integrations) Clause 12 (Marketing & Publicity) Clause 13 (Feedback) Clause 1 (Confidential Clause 15 (Limitation on Liabilities) Clause 16 (Your Representation) Clause 17 (Indemnity) Clause 20 (Entire Agreement) Clause 21 (Other Important Terms) Clause 22 (Contact) Clause 23 (Governing Law, Jurisdiction and Dispute Resolution)
Any other provisions of this Master Agreement that by their nature should survive termination or expiration shall also survive.
18.5
Where we consider necessary or appropriate, we will report any breach of the Master Agreement to law enforcement authorities and we will cooperate with such authorities by disclosing your identity and providing any information about you within our systems to them.
19.
ENTIRE AGREEMENT
19.1
The Master Agreement, comprising the Cover Page (if any) and these Standard Terms, constitutes the entire agreement between you and us in relation to the use of or any transactions on the Platform. It supersedes all prior agreements, understandings, and communications, whether written or oral.
19.2
In the event of any conflict or inconsistency between the terms of the Master Agreement and these Standard Terms, the terms of the Master Agreement shall prevail.
19.3
You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Master Agreement.
19.4
If you have not executed a Master Agreement with us, these Standard Terms constitute the entire agreement between you and Modern Trade regarding your use of the Platform.
20.
FORCE MAJEURE
20.1
We shall not be liable for any failure or delay in performing our obligations under the Master Agreement if such failure or delay is due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil disturbances, strikes, natural disasters, or interruptions in telecommunications or internet services.
20.2
In the event of a force majeure event, the affected Party shall promptly notify the other Party and shall use reasonable efforts to mitigate the effects of the force majeure event.
21.
OTHER IMPORTANT TERMS
21.1
We may transfer our rights and obligations under the Master Agreement to another organisation. We will contact you to let you know if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end the contract within one (1) calendar month of us informing you of the proposed transfer and we will refund you any payments you have made in advance for any products not provided.
21.2
You may only transfer your rights or your obligations under the Master Agreement if we agree to this in writing. Any unauthorised assignment is void.
21.3
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of the Master Agreement operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
21.4
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the Master Agreement, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
21.5
Each Party shall comply with all applicable laws and regulations in connection with its performance under the Master Agreement, including but not limited to data protection laws, anti-corruption laws, and export control laws.
21.6
You acknowledge that the Platform and related services may be subject to export control laws and regulations. You agree to comply with all applicable export laws and regulations in your use of the Platform.
21.7
We make no representation that the Platform is appropriate or available for use in locations outside Singapore. If you access the Platform from outside Singapore, you are responsible for compliance with local laws, and you agree to indemnify us for any breach of such laws.
21.8
A person or entity who is not a party to the Master Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of the Master Agreement.
21.9
The headings in the Master Agreement are for reference only and do not affect the interpretation of the Master Agreement.
21.10
Any notice required or permitted under the Master Agreement shall be in writing and shall be delivered by hand, sent by registered mail, or sent by email to the addresses specified in the Master Agreement or as otherwise notified in writing. Notices are deemed received: (a) If delivered by hand, upon receipt. (b) If sent by registered mail, five (5) business days after mailing. (c) If sent by email, upon the sender's receipt of an email confirming delivery.
22.
CONTACT
22.1
If you have any questions about the Master Agreement, please contact us by contracts@moderntrade.co.
23.
GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
23.1
The Master Agreement is governed by and shall be construed in accordance with the laws of the Republic of Singapore.
23.2
The courts of the Republic of Singapore shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Master Agreement.
23.3
Dispute Resolution
23.3.1
Amicable Settlement: In the event of any dispute arising out of or relating to the Master Agreement, the Parties shall first attempt to resolve it amicably through good-faith negotiations.
23.3.2
Mediation: If the dispute cannot be resolved within thirty (30) days, either Party may refer the dispute to mediation at the Singapore Mediation Centre.
23.3.3
Litigation: If the dispute is not resolved through mediation within sixty (60) days, either Party may commence legal proceedings in the courts of the Republic of Singapore, which shall have exclusive jurisdiction as per Clause 23.2.
ACCEPTABLE USE POLICY
As part of the Standard Terms, you agree not to misuse the Platform or help anyone else to do so. For example, you agree not to do any of the following in connection with the Platform: (a) use our Platform for unlawful or unauthorised purposes; (b) re-sell or attempt to benefit in a commercial fashion from any data, content or information available on the Platform; (c) probe, scan, or test the vulnerability of any system or network; (d) breach or otherwise circumvent any security or authentication measures or service use limits; (e) access, tamper with, or use non-public areas or parts of the Platform; (f) interfere with or disrupt any user, host, or network, for example by sending a virus, trojan, worm, logic bomb, or any other material that is malicious or technologically harmful, overloading, flooding, spamming, or mail-bombing any part of the Platform, or by scripting the creation of any content in such manner as to interfere with or create an undue burden on the Platform; (g) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source; (h) access, search, or create accounts for the Platform by any means (automated or otherwise) other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk) or attempt to do so; (i) send unsolicited communications, promotions or advertisements, or spam; (j) forge any TCP/IP packet header or any part of the header information in any email; (k) send altered, deceptive, or false source-identifying information, including "spoofing" or "phishing"; (l) conduct surveys, contests, or pyramid schemes, or promote or advertise products or services without appropriate authorisation; (m) abuse referrals or promotions; (n) post, publish, upload, display, distribute, or share materials that are unlawful, inappropriate, profane, pornographic, obscene, indecent, libelous, defamatory, abusive, or knowingly false, and/or that infringe intellectual property rights; (o) violate the letter or spirit of the Master Agreement; (p) violate applicable laws or regulations in any way; (q) violate the privacy of others; or (r) infringes or misappropriates the rights of others (including but not limited to intellectual property rights).
