This Agreement is entered between each Verified Member and Spoolify Inc. for using Spoolify Transaction Services and shall include the various Schedules hereto.
Spoolify provides the Platform and ancillary services (“Transaction Services”) which allows Verified Members to conclude online transactions for Products, subject to the terms of this Agreement. For the purpose of this Agreement, “Products” shall include goods and/or services. Spoolify may publish rules or policies relating to online transactions on the Platform, dispute resolution, etc. (“Transaction Terms”) and may, by publication on the Platform, give notice of any changes thereto from time to time. These Transactional Terms are incorporated into this Agreement by reference and you agree to be bound by the same.
This Agreement, including the Transaction Terms and the General Terms, form a legally binding agreement between you and Spoolify in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not continue to use the Transaction Services if you do not accept all the terms of this Agreement.
Spoolify may amend any terms of this Agreement including the Transaction Terms and the General Terms at any time by publishing the relevant amended and restated version on the Platform. The amended terms shall be effective immediately upon publishing. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorised representative of Spoolify.
Spoolify may post version of this Agreement in other language but in the event of any ambiguity or dispute, the terms of this Agreement in the English shall prevail over any other translation.
Some of the Transaction Services may be provided/supported by Spoolify’s Affiliates.
In some cases, you may be required to additionally enter into a separate agreement with Spoolify or its Affiliates in connection with the Transaction Services (“Additional Terms”). In the event of any conflict between the terms of this Agreement and the Additional Terms, the Additional Terms shall take precedence
This Agreement does not affect your agreement with us or any of Spoolify’s Affiliates (if any) concerning your subscription and use of the membership services of the Platform, unless otherwise stipulated in this Agreement or the relevant service agreement
The Transaction Services are intended to facilitate VerifiedMembers of the Platform to place, accept, conclude, manage and fulfill orders for Products within the Platform (“Online Transactions”). Spoolify reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Spoolify further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Spoolify.
Spoolify’s Transaction Services are only available to Verified Members. If your subscription to the paid or free membership of the Platform expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement prior to your paid or free membership registration on the Platform being terminated, Spoolify shall have the full discretion and authority to refund to the Buyer and/or release to Seller (both “Buyer” and “Seller” as defined below) all or part of the funds under the Online Transactions as Spoolify considers appropriate. If you are a Seller, you are required to have and to maintain a valid bank account which will be subject to verification and confirmation by Spoolify and/or its Affiliates.
Spoolify’s Transaction Services are available to types of Online Transactions permitted by Spoolify only. For any type of Online Transactions, Spoolify may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits features and functions of the Transaction Services available to a registered member may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.
The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that::
(a) may infringe Spoolify’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights;
(b) may be in breach of any applicable policies which deal with the product listing or third party intellectual property rights; or
(c) may be in breach of other terms of this Agreement.
Spoolify shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4 and shall not be liable to any Verified Member for such refusal or cancellation.
In addition to clause 2.4, Spoolify reserves the right, at its sole discretion, to refuse or cancel any Online Transaction. Some situations may result in an Online Transaction being refused or cancelled include where problems are identified by Spoolify’s credit and fraud control team, where Spoolify has reason to believe the Online Transaction is unauthorised, violates any law or may otherwise subject Spoolify to liability. Spoolify may also require Verified Members to provide additional information or verification for any Online Transaction.
Spoolify may, through its Affiliates or third party services providers, provide payment services for some Online Transactions (“Payment Services”). These Payment Services will enable Verified Members to make and/or receive Payment on the Platform for the Online Transactions.
Spoolify shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between buyer and seller including the remittance of the funds under an online transaction that are held by Spoolify in accordance with this Agreement and the relevant Transaction Terms. Spoolify may, in the relevant Transaction Terms impose such additional restrictions, limitations and prohibitions as well as penalties for any violations as it deems fit in its sole discretion.
In the event of any Dispute, Spoolify’s records shall take precedence over any similar records submitted by a Verified Member and save for any manifest error in Spoolify’s records, these shall be conclusive of any of the facts stated therein.
Verified Members may transact with each other by way of one or more Online Transactions for Products by completing, submitting and accepting an order online using the applicable standard order form on the Platform. Seller and Buyer shall be responsible inter se for ensuring that they have agreed to, and specified, all the relevant terms and conditions for the Products in the relevant online order form, including but not limited to the price, payment terms, quantity, specifications, quality standards, inspection, shipping etc. Spoolify may cancel or refuse to process any Online Transaction which in Spoolify’s reasonable opinion, has insufficient information to constitute a legally binding contract.
Each Online Transaction is made by and between a Seller and a Buyer only and Spoolify shall not be a party to any Online Transaction. Despite providing the Platform for the Transaction Services and conducting reviews of Online Transactions, Spoolify is not an agent of either Seller or Buyer in any Online Transaction, neither does it act as an agent of any third party payment services provider whose services are hosted on the Portal. . Spoolify is not be responsible for the quality, safety, lawfulness or availability of the Products (which for clarification, includes third party payment services) offered in any Online Transaction or the ability of either Seller or Buyer to perform their obligations in relation to any Online Transaction. Verified Members shall not hold Spoolify and/or its agents liable for any losses, damage, claims, liabilities, costs or expenses arising from any Online Transactions, including but not limited to any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
For any Online Transaction, the Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller either through the Spoolify website or through such other means of payment outside the Platform, as may be agreed between Buyer and Seller. When using the Payment Services to make for an Online Transaction, such payments may be processed through facilities belonging to Spoolify and/or a third party service provider.
In the case an Online Transaction that adopts the Payment Services, the payment in connection with the Online Transactions concluded will be facilitated by Spoolify. Spoolify shall not dispose of any such payments except in accordance with Spoolify’s terms as agreed by Seller and Buyer which are set out herein and in the applicable Payment Services agreement.
Notwithstanding the provision of Payment Services, nothing in this Agreement is intended, to be construed as and in fact, neither is Spoolify
(a) a bank and the Payment Services should in no way be construed as the provision of banking services; or
(b) acting as a trustee, fiduciary or escrow agent with respect to a Verified Member’s funds and Spoolify does not have control of, nor shall it be liability for the Products that are paid for with the Payment Services.
Spoolify does not guarantee the identity of any Verified Member nor shall it be liable to ensure that a Buyer or a Seller will complete a transaction on Platform.
The payment methods available on the Platform may be provided by Spoolify’s payment service partners (“PSP”). If there is any chargeback or reversal of any payment requested by the PSP, the Seller agrees that Spoolify has the right to refund the money so requested without incurring any liability to the Seller. Spoolify, may assist a Verified Member in the event of any Dispute on the best effort basis.
Verified Members may engage one or more third-party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistics service providers, shipping agents, inspection agents, insurers, etc. The use of any third-party vendors is at the sole cost of and risk to each Verified Member..
Spoolify shall have the right to charge service fees for the various Online Transactions according to the fee schedules published by Spoolify on the Platform as well as for any legally-binding transactions which may have originated on the Platform but are concluded outside the Platform. Spoolify reserves the right to charge additional service fees for other types of Online Transactions with reasonable prior notification of such fees being published on the Platform. Where an Online Transaction adopts the Payment Services, Verified Members authorize Spoolify to deduct any service fees that are due and payable to Spoolify for any completed an Online Transaction. Spoolify has no control over, and shall not be liable for any Products paid for with the Payment Services, neither shall Spoolify be liable to ensure that a Buyer or Seller will perform its obligations in relation to any transaction .For Online Transactions that do not adopt the Payment Services, Spoolify will send to the Verified Member a service fee invoice by the end of each calendar month or such other date as determined by Spoolify. This invoice shall be settled in full, without set-off or counterclaim by the date stated in the invoice and according to the instructions stated therein the invoice. Spoolify shall have the right to charge a late payment fee of 1% per month (or such other interest rate as may be permitted by law) based on the invoice amount for any payments which have not been made on or before the due date stated in the invoice.
Spoolify may, at its sole discretion, waive either the whole or part of any service fee if no legally-binding transaction is entered into as contemplated by clause 4.1 above. In order to seek a waiver of the service fee, the Seller shall provide evidence to Spoolify’s reasonable satisfaction that no legally binding transaction had been entered into with a Buyer or that such a transaction had been terminated or cancelled by mutual agreement prior to full performance of the contractual obligations by either Buyer or Seller..
The service fees charged by Spoolify do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
All fees charged by Spoolify exclude any taxes, duties or other governmental levies or any financial charges. The Verified Member shall be liable and shall pay for any such taxes, duties, levies or financial charges in connection with its use of the Platform and the Transaction Services, in addition to Spoolify’s service fees. In the event that Spoolify is required by any applicable law to collect or withhold any taxes or duties, you agree to indemnify and to reimburse Spoolify for any such taxes or duties collected or withheld. Verified Members shall also be liable for any financial charges for remittance of funds to you, and Spoolify shall have the right to deduct such charges from the funds to be remitted. Spoolify shall also have the right to deduct any financial charges from the party to receive funds, incurred in connection with the provision of the Transaction Services.
Verified Members shall provide all necessary information, materials and approval, and render all reasonable assistance and co-operation necessary for the completion of an Online Transaction and for Spoolify effectively provide the Transaction Services. If the Verified Member’s failure to do so results in delay in the provision of any Transaction Service, the cancellation of any Online Transaction or disposal of any funds, Spoolify shall not be liable to the Verified Member for any loss or damage arising from such failure.
Each Verified Member represents and warrants that each time it uses the Platform:
(a) warrant to Spoolify that:
(i) if it is a business, it is duly organized, validly existing and in good standing under the laws of the country in which its business is registered and that it is registering for the Service(s) within such country;
(ii) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;
(iii) any information provided or made available, by it or its Affiliates to Spoolify or its Affiliates, is at all times accurate and complete;
(iv) it and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party.
(b) it will only use the Transaction Services in good faith and in compliance with all applicable laws，including laws related to anti-money laundering and counter-terrorism financing；
(c) all information and material it provides in connection with the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(d) it will not use the Transaction Services to defraud Spoolify, other Verified Members or other users of the Platform; or engage in other unlawful activities (including but not limited to dealing in Products prohibited by law); and
(e) in the capacity of a Seller, it
(i) has the right to sell, distribute or export the Products using the Transaction Services and such Products do not infringe any third party’s legal rights;
(ii) has good title to the Products supplied to a Buyer and the Products meet the agreed description and specifications; and
(iii) it will provide the services ordered with reasonable care and skill.
(f) it grants Spoolify a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of its materials, and to sublicense the foregoing rights to Spoolify’s Affiliates; provided, however, that Spoolify will not alter any of the Verified Member’s trademarks from the form provided by it (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with its removal requests as to specific uses of its trademarks (provided it is unable to do so using standard functionality made available to it via the applicable the Platform.
If, in Spoolify’s reasonable opinion, a Verified Member does not act in good faith in the use of the Platform, abuses the Transaction Services, or is otherwise in breach of this Agreement, Spoolify shall have the right to cancel the relevant Online Transaction(s). Spoolify also reserves the right to impose any penalty, or to temporarily suspend or terminate a Verified Member’s use of some or all of the functionality of the Platform. Spoolify also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Spoolify. Spoolify may also publish its findings, penalties and other records regarding the breaches on the Platform without specifically identifying any Verified Member.
Each Verified Member shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any Products purchased or supplied under or in connection with the Online Transactions.
A Verified Member shall not take any action which may undermine the integrity of Spoolify’s feedback system, such as providing false, positive feedback on itself or at the request of another Verified Member or by providing false, unsubstantiated negative feedback on another Verified Member or user of the Platform.
Each Verified Member agrees to indemnify Spoolify, its/their employees, directors, officers, agents and representatives and to hold them all harmless, from any and all loss, damage, actions, claims and liabilities (including legal costs) which may arise, directly or indirectly, the Verified Member’s use of the Transaction Services or from its breach of this Agreement. Spoolify shall have the right but shall not be obliged to be dominis litis in respect of any legal proceedings for which you are obliged to indemnify Spoolify.
You shall keep confidential all information provided by other Verified Members or Spoolify in connection with any Online Transaction or the Transaction Services.
All information and material provided by another member of the Platform or Spoolify will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
Each Verified Member agrees that its use of the Transaction Services is at its sole risk. To the full extent permitted by law, the Transaction Services are provided on “as is”, “as available” and “with all faults” bases, and Spoolify makes no representation or warranty that the Transaction Services will be uninterrupted, timely or error-free. Furthermore, Spoolify makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided by any Verified Member on the Platform. Each Verified Member will be solely responsible for all consequences resulting from its to use or otherwise rely on such information. Spoolify disclaims any and all warranties, express or implied, including but not limited to any warranties as to condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for any particular purpose or non-infringement even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. To the extent permitted by law, all such warranties, representations, conditions, undertakings and terms are hereby disclaimed and excluded.
To the fullest extent permitted by law, Spoolify shall not be liable for any indirect, consequential, incidental losses, special or punitive damages, including without limitation loss of profits or revenue, business interruption, loss of business opportunities or loss of data, whether in contract, negligence, tort, equity or otherwise, arising from the use of or inability to use the transaction services. The aggregate liability of Spoolify and its agents in connection with the Transaction Services for any Online Transaction shall not in any event exceed the higher of the service fees charged by Spoolify.
Any and all claims arising out of or in connection with this agreement shall be deemed to have been irrevocably extinguished and time-barred after one year from date of the incident giving rise to the claim.
Spoolify shall not be liable to any Verified Member for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from any event that is beyond the reasonable control of Spoolify such as but not limited to acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
Except as expressly stated otherwise, any notices to be served on Spoolify or a Verified Member pursuant to this Agreement may be sent by email to (a) the address stated in a Verified Member’s membership profile on the Platform or (b) to the address provided for contacting Spoolify as stated on the Platform, as the case may be.
This Agreement shall be governed by and construed in accordance with the laws of Singapore. Notwithstanding the generality of the foregoing, the Sale of Goods (United Nations Convention Act (Cap. 283A) shall not apply to this Agreement.
If any Dispute arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services, the relevant parties shall, in good faith, try to resolve the Dispute through amicable negotiations within 2 weeks from the date on which the Dispute has arisen or such other timeframe as may be agreed between the relevant parties
Where a Dispute between Verified Members cannot be resolved within the timeframe pursuant to clause 10.2 above, the relevant parties agree to submit the Dispute to Spoolify for determination which, subject to clause 10.4, shall be final and binding on all parties concerned. Upon receiving notification of a Dispute, Spoolify may request any of the parties involved to provide supporting documents. Spoolify shall have the absolute discretion to accept or reject any supporting document. The determination made by Spoolify is on a purely commercial and is not judicial in nature and may include but shall not be limited to the cancellation of any Online Transaction, or the return of any monies held for a party. For avoidance of doubt, Spoolify shall have no liability to a Verified Member and neither shall a Verified Member have any recourse against Spoolify in connection any aspect of the determination process or with any determination made by Spoolify.
If a Verified Member is dissatisfied with Spoolify’s determination it may, by giving prior written notice to Spoolify and to the other interested parties that it will be referring the Dispute to the SIAC to be resolved by arbitration. A Verified Member shall lose the right to refer the Dispute to arbitration if it does not give written notice that it objects to Spoolify’s determination within 7 days from the date of the determination.
Any other Dispute between Spoolify and a Verified Member arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration seated in Singapore administered by the SIAC 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 a sole arbitrator and the language of the arbitral proceedings shall be English.
If in breach of clause 10.3, a Verified Member starts arbitration or other legal proceedings against Spoolify, Spoolify, its officers and employees shall have the right to be fully indemnified by that Verified Member and to be held harmless in respect of any claims, losses, damage that may be suffered by them arising out of or in connection with such breach of clause 10.3.
This Agreement constitutes the entire agreement between you and Spoolify with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Any failure by Spoolify to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing..
Spoolify shall have the right to transfer this Agreement, either as a whole or in part, to any Affiliate and/or to and to any successor in interest. Spoolify may delegate certain of Spoolify rights and responsibilities under this Agreement to independent contractors or other third parties. Verified Members may not transfer this Agreement, either as a whole or in part, to any other Person.
Any conditions, warranties or other terms which may be implied by statute or common law are excluded to the fullest extent permitted by law, but nothing in this Agreement shall affect the liability of any Person for any fraudulent misrepresentation.
In Agreement unless the context requires otherwise:
(a) References in the singular shall include references in the plural and vice versa, words denoting gender shall include any other gender and words denoting natural persons shall include any other Persons.
(b) Paragraph and sub-paragraph headings shall be ignored in construing this Agreement.
(c) The words “include” and “including” are to be construed without limitation.
(d)A reference to a “law” includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty, or other legislative measure, in each case of any jurisdiction whatever (and “lawful” and “unlawful” shall be construed accordingly).
Capitalised words and phrases in this Agreement which have not already been defined above shall have the meanings as set out below:
“Affiliate” means, with respect to any Person, any other Person (other than an individual) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. For this purpose, “control” means the beneficial ownership, either directly or indirectly of fifty percent (50%) or more of the voting rights in a corporation, partnership or other legal entity, or, (whether alone or acting in concert with others, and whether by the ownership of share capital, the possession of voting power, contract or otherwise) the right to appoint the majority of the board of directors or equivalent management body of such corporation, partnership or other legal entity.
“Buyer” shall mean the purchaser of Products and where the Product relates to the charter of a ship, shall mean the charterer.
“Dispute” means any dispute, claim, disagreement or controversy arising out of or in connection with Agreement (including a dispute claim, disagreement or controversy relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement
“Spoolify” means Spoolify Inc, a company incorporated in United States, its assigns or its successors in title and shall include its Affiliates.
“Person” shall have the same meaning as in the Interpretation Act (Cap. 1)
“Platform” means www.Spoolify.com.
“Products” shall mean the goods and/or services provided through this Platform.
“Seller” shall mean the supplier of Products and where the Product relates to the charter of a ship, shall mean the (disponent) shipowner.
“SIAC” means the Singapore International Arbitration Centre.
“US$” means the lawful currency of the United States of America.
“Verified Member” means only those users of the Platform who have the right to buy and sell Products on the Platform.