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Terms and Conditions

QuuBe Membership Terms and Conditions (For Sellers)

1. Introduction
  • 1.1 Welcome to the QuuBe platform (“Platform”), an e-commerce platform, operated by Qoo10 Pte. Ltd. (the “Company”, and interchangeably referred to herein as “we”, “us” or “our”).
  • 1.2 We provide a Platform that facilitates interaction and sales of goods between parties seeking to purchase goods and/or services (“Buyer(s)”) and parties seeking to sell goods and/or services (“Seller(s)” and interchangeably referred to herein as “you” or “your”). Buyers and Sellers are collectively known as “User(s)” of the Platform.
  • 1.3 You may access the platform via our website or our mobile application.
  • 1.4 The terms and conditions (“Terms”) set forth the legally binding terms and conditions between you, a Seller, and us. Please read these terms and conditions carefully before accessing the Platform or opening a QuuBe seller’s account (“Account”) or using our Services (as defined in Clause 3) via the Platform.
2. Agreement to Terms and Conditions
  • 2.1 The Company posts these Terms on the home page of the Platform where Services are provided so that they are easily viewed by Sellers. We will also require your agreement to these Terms when you register for an Account.
  • 2.2 By opening an Account and/or using the Services, you agree that you fully understand and agree to these Terms (and any other terms and conditions or policies or notices included or referenced herein).
  • 2.3 You agree that, where the Company provides any devices or tools to facilitate the operation of Services, the Terms (and any other terms and conditions or policies or notices included or referenced herein) equally apply to the use of such devices and tools.
  • 2.4 When you accept or agree to these Terms (and any other terms and conditions or policies or notices included or referenced herein) on behalf of an individual, a company, or a legal entity, you represent that you have the authority to bind that individual, company or legal entity to the same, and in such event, “you”, “your” and/or the “Seller(s)” shall refer and apply to that individual, company, or legal entity.
  • 2.5 We reserve the right to amend the Terms any time by posting the amended Terms on the Platform. Unless otherwise stated, all amended terms and conditions shall be effective immediately after they are posted; and you shall be deemed to have agreed to the amended Terms if you continue to use the Platform, Services or your Account.
  • 2.6 You must comply with all laws and regulations of Singapore or other relevant jurisdictions while you use the Platform or the Services.
  • 2.7 . We may, from time to time, introduce additional terms and conditions for certain Services. You agree that you fully understand and agree to those additional terms if you utilise those Services. The additional terms and conditions therein are made in conjunction with this Terms and shall be construed together.
3. Scope of Services
  • 3.1. At our sole discretion, we provide and/or support the following services to the Users, directly or through third parties:
    • 3.1.1. Access to our Platform;
    • 3.1.2. technical support for the sale purchase of goods offered by the Sellers on the Platform (the “Products”);
    • 3.1.3. Support for purchase and sale;
    • 3.1.4. Product information search;
    • 3.1.5. Smart contract services to facilitate sale and/or purchase transactions between Buyers and Sellers on the Platform
    • 3.1.6. Facilitation of delivery services with third party providers;
    • 3.1.7. E-Commerce service on the Smart Contract function;
    • 3.1.8. Location-based services;
    • 3.1.9. Advertisement by Sellers or other promotional services; and
    • 3.1.10. Any other services related to e-commerce.
    • (collectively, the “Services”)
  • 3.2. The Services aim to facilitate the transaction of Products and services between Buyers and the Sellers and is not responsible for item(s) listed by individual Sellers.
  • 3.3. We reserve the right to temporarily or permanently modify, suspend or terminate a whole or part of the Services. Advanced notices shall be posted on our website or app and you are responsible to look out for and familiarize yourself with such notices.
4. Establishment of Seller Account
  • 4.1. To carry out transactions or to utilize some of our Services, you must register for an Account, submit a completed membership application form (“Application Form”) and confirm that you agree to these Terms.
  • 4.2. Your Account will only be created upon the Company’s approval, and you will be notified when your application has been approved by a confirmation email or by other means as may be determined by the Company.
  • 4.3. You warrant that the information provided in the Application Form is true, complete, updated and accurate. You undertake not to impersonate any individual or company or legal entity and not to falsely state or otherwise misrepresent their affiliation with any person or company or legal entity.
  • 4.4. You must be at least 18 years of age to open an Account on the Platform.
  • 4.5. Users below the age of 18 must obtain: (1) the consent of their parent(s) or legal guardian; (2) their acceptance of the terms and conditions herein; and (3) their agreement to take responsibility for any charges arising from the use of any of the Services or the purchase of any Products; before using the Services or purchasing any Products.
  • 4.6. We reserve the right to deny your Account application or to suspend or terminate your Account when we deem necessary, including but not limited to the following circumstances:
    • 4.6.1. where you did not use a real name in the Application Form;
    • 4.6.2. where you provide untrue, incomplete, outdated, inaccurate or fraudulent information in the Application Form;
    • 4.6.3. where the Company has reasonable grounds to believe or suspect that you already have one or more existing Accounts and are misusing the Account(s) to circumvent and/or flout the Terms;
    • 4.6.4. you are found to be a previous Member whose Account was terminated by us for any whatsoever reason;
    • 4.6.5. when we have reasonable grounds to believe that you may cause the Platform to operate beyond the optimum capacity or cause technical difficulties; and/or
    • 4.6.6. if you are found to be in breach of these Terms.
  • 4.7. To register for an Account, you acknowledge that you must create a Q*Coin smart wallet (Q*Coin Wallet) and agree to the Q*Coin Terms and Conditions. A breach of the Q*Coin Terms and Conditions shall be deemed to be a breach of these Terms.
  • 4.8. We may request for Sellers to deliver such documents and evidence, under the applicable "know your customer" and anti-money laundering law(s) and/or our own internal guidelines from time to time, to confirm (i) the Seller’s identity, age and other necessary information to confirm the veracity of the aforementioned information; and/or (2) the Seller’s source of wealth/funds. Sellers agree that they shall promptly provide such requested information or documentation to us within two (2) business days upon our request. If a Seller fails to provide the required documents within two (2) business days, we have the sole discretion to take any the necessary action(s), including but not limited to:
    • 4.8.1. denying your application for an Account;
    • 4.8.2. the termination of your Account;
    • 4.8.3. temporary restriction of sales activities; and/or
    • 4.8.4. withholding payments due and owing to you.
    • We shall not be held responsible for any losses or liability arising as a result of your failure to comply with this clause.
5. Seller Account Management
  • 5.1 You shall be solely responsible for the management of your Account and password. You are solely responsible for restricting access to your computer(s) and maintaining the confidentiality and security of your Account, login details, passwords, and all activities that occur under your Account.
  • 5.2 You shall not be shall not share, assign, or permit the use of your Account, login details or password by a third party under any circumstances. Further, you are not allowed to assign or transfer your Account to any other person, company or legal entity.
  • 5.3 You are fully responsible for all losses, damages, costs, expenses or liabilities arising form or in connection with any negligent or unauthorized or wrongful or fraudulent use of your Account or passwords.
  • 5.4 You agree to promptly notify us at securepayment@qoo10.sg if (i) you suspect or discover any unauthorized use or (ii) any breach of security of your Account or that if your login details or passwords have been stolen. We will take all reasonable steps to prevent further unauthorized use of any affected Account. You shall keep the Account information up-to-date and accurate at all times.
6. Termination of Account
  • 6.1. Your Termination Rights
    • 6.1.1. You may terminate your Account at any time by notifying the Company through the Close Account Page subject to the terms of this Agreement.
    • 6.1.2. You acknowledge that you will not be entitled to a refund of any remaining Q*Coins if you terminate your Account. Further, you acknowledge and agree that you will not be able to terminate your Account unless all outstanding transactions have been completed, and all outstanding amounts owed (if any) to the Company and/or Buyers are fully repaid.
    • 6.1.3. You shall be solely responsible for any losses, liabilities, costs, expenses or damages caused by your termination of your Account. The Company reserves its right to withdraw various benefits additionally provided to you upon termination of your Account.
    • 6.1.4. If you wish to reactivate your Account or to apply for a new Account in the future, it will be subject to our sole discretion and approval.
  • 6.2. Company’s Termination Rights
    • 6.2.1. The Company reserves its right to terminate your Account in the following circumstances:
      • 6.2.1.1. if you breach these Terms (and any other terms and conditions or policies or notices included or referenced herein);
      • 6.2.1.2. if you violate or infringe the rights (including but not limited to Intellectual Property Rights) of the Company and/or any third parties;
      • 6.2.1.3. if you violate any law or regulation;
      • 6.2.1.4. if you obstruct or attempt to obstruct the provision of Services by the Company (directly or through third parties);
      • 6.2.1.5. if you fail to provide the Company with any the information or evidential documents requested by the Company;
      • 6.2.1.6. when information provided by the Seller turn out to be false or when the Seller fails to provide the evidential documents requested by the Company; and
      • 6.2.1.7. any other situation where the Company, in its sole discretion, deems it necessary to deny the Services and/or access to the Platform to you.
    • 6.2.2. The Company shall notify you of the termination of your Account via email or such other means as may be determined by the Company. The Company is not obliged to inform you of its reason(s) for the termination. Your Account shall be immediately terminated upon notification.
    • 6.2.3. Even if the Company terminates your Account, these Terms shall continue to apply to and bind your access on the Platforms and you are obliged to fulfil any unfulfilled sale and/or purchase that has been made prior to the termination, including but not limited to arranging for delivery, exchange, refund, and repair of defect(s) of Product(s) from outstanding purchases.
    • 6.2.4. Upon the termination of your Account, the Company reserves its right to withdraw various benefits additionally provided to you.
    • 6.2.5. The Company shall not be liable for any losses, liabilities, costs, expenses and/or damages that may arise from the Company’s termination of your Account.
7. Suspension of Services and Force Majeure
  • 7.1. The Company may, from time to time, limit or temporarily suspend the Services and/or the Platform for the purposes of maintenance, inspection, replacement, repair and/or carry out activities of similar nature.
  • 7.2. The Company may limit or temporarily suspend the Services when the Services become unavailable arising out of or in connection with a Force Majeure Event (defined below).
  • 7.3. For the purposes of these Terms, a Force Majeure Event is defined as a circumstance or event beyond the reasonable control of the Company or the Seller, and which results in the Company or the Seller being unable to observe or perform on time an obligation under these and Terms. Such circumstances or events include without limitation prolonged technical, internet, computer, telecommunications or any other equipment failure, prolonged electrical power failures, strikes, labour disputes, riots, insurrections, civil upheavals, shortages of labour or materials, fires, explosions, acts of God, wars, governmental actions, national emergencies, orders of domestic or foreign courts or tribunals, non-performance of third parties or acts of nature, forces or causes beyond the Company’s or the Seller’s reasonable control.
8. Service Fee
  • 8.1 Currently, the Company does not levy any fees on transaction(s) between a Buyer and Seller (“Service Fees”). However, the Company reserves its right to introduce and require Service Fees at any time(1) for promotional events; (2) upon the introduction of new features and/or Services; and/or (3) in the event that any unforeseen circumstance requiring the contribution of the Seller should arise, in accordance with its internal policies. The Company will post a notification on the Quube home page of the imposition of Service Fees before it takes effect. The Company shall have the sole discretion to determine how the Service Fees will be imposed. Our Service Fees are non-refundable and you are responsible for paying any fees that you may incur.
  • 8.2 All Service Fee shall be subject to goods and services tax, and/or any other taxes required by law.
  • 8.3 The company can charge a registration fee to new sellers and adjust the registration fee based on the number of sellers each quarter. Also, there is no refund for the registration fee.
  • 8.4 The company may charge a platform service fee to the seller for stable service, and the seller should pay the platform service fee in good faith. If the seller fails to pay the platform service fee within the period set by the company, the seller may be subject to restrictions such as suspension of sales. Also, there is no refund for the platform service fee.
9. Product Sales and Delivery
  • 9.1. When the Seller makes a sale of a Product on the Platform, a binding agreement is established between the Buyer and the Seller.
  • 9.2. You have the sole discretion to set the price of your Products that are listed on the Platform and the price shall be denominated in Q*Coin (the “Sale Price”). Upon completion of delivery and confirmation of receipt of an order by the Buyer, the 90% of the Sale Price paid by the Buyer will be credited to the Seller’s Smart Wallet (“Initial Amount”. The remaining 10% will be held by the Platform as a deposit for 3 calendar months and it will be credited into your Smart Wallet thereafter, less any relevant deduction (if any) (including but not limited to Service Fees, fees incurred due to Seller’s engagement in Prohibited Activities or to cover any of the Company’s losses due to the Seller’s breach).
  • 9.3. Upon receiving a Buyer’s order and the Initial Amount, the relevant information about the order will be transmitted to you and you shall deliver the Product according to the information as set out therein.
  • 9.4. You are required to verify each order, and you agree to take the necessary measures to prepare and pack the Product so as to prevent damage during shipping, and to allow for the item to tracked. Each item must be dispatched to the Buyer the within three (3) business days upon payment from the Buyer. You are responsible for any shipping fees.
  • 9.5. If you fail to adhere to the timeline to send out the package for delivery in accordance with clause 9.4, you may face certain penalties as reasonably determined by the Company.
  • 9.6. In the event that any tracked delivery that does not arrive, the Company may request for a Seller to provide valid proof of delivery to verify that the item was dispatched to the address provided by the buyer for the specific order and the Seller shall submit such proof within seven (7) days after the request is made by the Company.
  • 9.7. The Seller shall be solely responsible and remain fully liable for all non-delivery claims made by the Buyer, if the Seller fails to comply with clauses 9.5 and 9.6 or provides false delivery information. The Company reserves the right to take action against errant Sellers in its sole discretion, and it may, amongst other things, withhold payments due to the Seller, impose restrictions, and/or reduce its in Seller’s account grade, etc.
  • 9.8. In any event, the Company is not responsible for any delays, delivery failures, damages, or losses caused by the shipping process.
  • 9.9. Further to clause 9.7above, the Seller agrees to bear the burden of proof in any sale related disputes and the Seller shall use its best efforts to resolve any claims.
10. Terms of Smart Contract
  • 10.1. The Seller agrees that all purchases on the Platform must utilize the Smart Contract function that the Company offers, and that the Buyer and Seller will enter into a binding agreement using the Smart Contract function. Notwithstanding that the Company offers the Smart Contract function, the Seller acknowledges and agrees that the Company will not be a party to the transaction.
  • 10.2. The Seller agrees that the Smart Contract function further provides the following terms between Buyers and Sellers for all Purchases carried out on the Platform:

    • Purchases

      • 10.2.1. If the Buyer does not make payment to the Seller within a reasonable period of time the Smart Contract may cancel the purchase without the consent of the Buyer.
      • 10.2.2. Where a Buyer makes a purchase, the Buyer may be required to declare that he/she is duly authorized to make the payment and the Smart Contract will not permit the purchase to be made until the payment authorization has been confirmed.
      • 10.2.3. Sellers must initiate the delivery of a purchased Product within three (3) business days from the date that the Seller has been notified on the Platform that Q*coin payment by the Buyer has been completed.
      • 10.2.4. Buyers accept that the delivery of any Product ordered is subject to the availability of the Product, the ability of the Seller to fulfill the order within the reasonable delivery timelines stipulated by the Seller, and any applicable terms stipulated by the Seller. Delivery time means the period from the day after the receipt of payment, or the completion of payment to the completion of the delivery (the “Delivery Time”).
      • 10.2.5. In case of a Force Majeure Event, the period of force majeure shall be excluded from the Delivery Time.
      • 10.2.6. If the Seller has shipped out an order and updates the status to reflect that an order has been shipped out but the Buyers fails to confirm that the order is received the Smart Contract function may instruct the Buyer to confirm the receipt within three (3) weeks after the date of out-for-delivery provided by Seller. If the confirmation of receipt is not made by the Buyer within three (3) weeks, after the instruction is given by the Smart Contract, the status may be automatically updated to a completed delivery by the Company and the order shall be deemed to be delivered, and the Buyer shall be deemed to have received the Product(s).

        If the Buyer fail to receive the Product, the Buyer may file a report of non-receipt on the Platform.

    • Cancellation, Return, Exchange and Refund of Products

      • 10.2.7. It is the Seller’s responsibility to publish its terms and conditions for cancellation or refund request in a prominent location on the relevant product pages. The terms and conditions as set out in this Terms will prevail over the specific terms and conditions stipulated by the Sellers and/or the Smart Contract.
      • 10.2.8. Buyers may cancel the purchase of a Product before the Product is shipped, and may be entitled to receive refund (less any fees or administrative costs payable for processing the refund). Buyers may not cancel a purchase once the Seller has initiated the delivery process.
      • 10.2.9. The Seller shall promptly notify the Buyer and the Company as soon as it becomes aware that it is unable to fulfil the Buyer’s order. The Seller may cancel the order with the consent of the Buyer, and shall fully cooperate with the Company in providing a refund to the Buyer.
      • 10.2.10. The Buyer may request to return any purchased Product within seven (7) days from the date of receipt. In respect of such request and related matters, the terms and conditions as set out in this Terms should prevail over the terms and conditions stipulated by the Sellers and/or the Smart Contract.
      • 10.2.11. The return costs shall be borne by:
        • 10.2.1.1. the Buyer, where the return is due to his/her change of mind; and
        • 10.2.1.2. the Seller, where the return is due to the grave defects in the item, delivery delay or delivery of the wrong or different item.
      • 10.2.12. For overseas purchases, the Buyer acknowledges that a return by the Buyer, if he or she changes their mind, etc., may incur high return shipping costs. In such a case, neither the Company nor the Seller shall take any responsibility for the return costs and the Buyer shall bear the costs if he/she insists on returning the Product.
      • 10.2.13. The Buyer may request for an exchange of the purchased Product(s) at any time within seven (7) days from the date of receipt under the relevant laws and regulations, and exchange costs shall be borne in the same manner as return costs. However, the exchange shall be subject to available stock. If an item is out of stock, the exchange request shall be handled as a return.
      • 10.2.14. The Buyer will not be entitled to request for a return or exchange of purchased Products:
        • 10.2.14.1. when the Product defect is attributable to the Buyer’s fault or mistake;
        • 10.2.14.2. when the Product is a perishable item;
        • 10.2.14.3. when the Product value has significantly decreased as a result of the Buyer’s use or partial consumption of the Product;
        • 10.2.14.4. when the product value has significantly decreased as a result of your delay in making such a request;
        • 10.2.14.5. when the product packaging has been damaged; and
        • 10.2.14.6. when the Product is made-to-order or custom-made and the Buyer has been informed by the Seller that the Buyer is not entitled to a return
      • 10.2.15. Sellers must initiate the refund of the purchased Product within three (3) business days upon receipt of the returned Product. If the Seller fails to initiate the refund with the aforementioned time line, the Smart Contract function may refund to the Buyer the purchase price in Q*Coin (less any applicable fees and/or administrative costs, and subject to clause 10.2.14 above) into the Buyer’s Smart Wallet.
      • 10.2.16. Sellers are responsible for monitoring the Buyer’s return request from time to time and agree that they will use reasonable endeavors to fulfil each Buyer’s refund/return requests. Sellers shall remain liable for a refund if they fail to respond to a Buyer’s refund/return request. For the avoidance of doubt, the Seller’s failure to check or respond to a request is not a valid reason to reject the return or exchange request from a Buyer.
      • 10.2.17. Sellers shall remain responsible for recalling all defective products and/or products with safety concerns (for repair, exchange, refund etc;), and Sellers shall bear all recall costs.
11. International Trading and Customs
  • 11.1 When the country of the Seller and the country of the Buyer are different, the Seller shall be regarded as an exporter and shall comply with all applicable laws and regulations with respect to the export of the product.
  • 11.2 Sellers shall be solely responsible for ensuring that their products and transactions are lawful in both the country of the Seller and the Buyer, and therefore are strongly encouraged to be acquainted with the relevant laws and regulations in their home country and in the countries they intend to export their products to.
  • 11.3 The Company may enable the Product of Sellers to be listed and sold on other countries’ websites through the Sales Agent Program run by the Company and/or its affiliates. In this case, separate fees, if any, for the Sales Agent Program shall not be levied on Sellers, and the Sellers may request for discontinuation of the Sales Agent Program at any time regarding their products sold through the Program.
12. Qcash
  • 12.1. The Seller may pay Q*coin to purchase various advertisement services from the Company and/or its Affiliates and/or to purchase Qcash (in accordance with Clause 12).
  • 12.2. Sellers may use Qcash (which is the underlying currency used for marketing services on the Platform, the website(s) of the Company’s affiliates and/or any other third party) as a means of payment for advertisement services to promote their Product. All Qcash purchased by the Sellers will be credited and deposited into the Sellers’ Qaccounts.
  • 12.3. The use of Qcash, including its use-by date, shall be governed by the terms and conditions as determined by the Company. Sellers shall not be able to use Qcash unless the conditions for use are fully met. The Company may, in its sole discretion, set a reasonable expiration use by date for Qcash in the Qcash terms and conditions. Any unused Qcash remaining from the date of Seller’s account activation may automatically expire on its use-by date (if applicable). Sellers will not be able to use any balance Qcash and/or request for a refund or conversion into fiat currency upon the termination of the Account.
  • 12.4. The Seller may be able to pay for various advertisement services provided by the Company or top-up Qcash with the Q*Coin.
13. Smart Contract services
  • 13.1 The Company provides the Services using Smart Contract. Smart Contract is a convenient means of enabling transactions between Buyers and Sellers.
  • 13.2 Q*Coin is the underlying currency on the Platform and it may be used as a medium of exchange to facilitate transactions between Buyers and Sellers on the Platform. The Smart Contract function available on this Platform will only allow payments to be made using Q*Coin.
  • 13.3 You confirm that you have read and agreed to the Q*Coin Terms and Conditions.
  • 13.4 You agree that all purchases on the Platform shall utilize the Smart Contract function. Notwithstanding that the Smart Contract function is offered by the Company, you acknowledge and agree that the terms and conditions of the transactions are set by you and that the Company is not party to the transaction.
  • 13.5 Sellers are prohibited from utilizing any alternative means that are not provided by the Company to exchange their Q*Coin for fiat currency and/or cryptocurrency.
  • 13.6 In the event of any conflict between the provisions of this Terms and the Q*Coin Terms and Conditions, the provisions of the Q*Coin Terms and Conditions shall prevail.
14. Settlement
  • 14.1. The Seller settlement process involves the transferal of Q*coin paid by Buyers, for the purchase of a Seller’s B2C or C2C items, to the Seller’s Sales Account Wallet (“SSAC Wallet”).
    • 14.1.1. For the avoidance of doubt, the SSAC Wallet is a wallet for Sellers to receive Q*Coin paid by the Buyer for the purchase of goods from the Seller. “C2C sales” refers to the customer-to-customer trade market on Quube where individuals can buy and sell with others.
    • 14.1.2. Following the Seller settlement, the Sellers are allowed to redeem the Q*coin settled by the Company for Qmoney denominated in US Dollars (USD). For the avoidance of doubt, the Q*coin will be redeemed at the exchange rate as determined by the Company at the time of sale of the product.
    • 14.1.3. In accordance with clause 9.2 above, the Company reserves a right to hold a certain percentage of Q*coin for a certain period of time by the Company policy but allow sellers to redeem the rest of Q*coin. The individuals who sell C2C item will not be allowed to redeem Q*coin for Qmoney (USD) but will only be allowed to transfer Q*coin their Q*Coin wallet.
    • 14.1.4. The redemption is not a part of Seller Settlement but an additional service provided for Sellers as the Company’s discretion. The Company reserves a right to take necessary action, including but not limited to the cessation of Q*coin settlement and/or rejection of Qmoney Redemption or compensation requests, against Sellers.
15. Location-based Services
  • 15.1. As part of the Services, the Company may provide location-based services (directly or through third parties or authorized agents) to:
    • 15.1.1. provide Users with relevant shopping information including but not limited to store location and product information;
    • 15.1.2. allow the Company to to access Users’ location information; and
    • 15.1.3. provide any other information to Users as the Company so desires at any point.
  • 15.2. The Company may directly collect or receive location information from a location-information operator, in order to provide the following location-based services:
    • 15.2.1. Various search services utilizing location-based information of Users for an efficient use of the Services ;
    • 15.2.2. Provision of product information or advertising information making use of Users’ location information;
    • 15.2.3. Displaying or sharing Users’ current location or a certain location with other Users or enabling location-related posts; and
    • 15.2.4. Various other services capitalizing on the location information of Buyers.
  • 15.3. The Company utilizes location-based information and technology to facilitate informed purchases, to provide efficient searches of product information, and to improve our Services. For the avoidance of doubt, all transactions are made between the Buyer and Seller only, notwithstanding that the Company offered the location-based Services to assist the facilitation of the Transaction. The Company remains a facilitator of the transactions and provider of location-based services, and is not responsible for any losses, damages, costs, expenses or liabilities arising out of or in connection with the Transactions.
  • 15.4. The Company shall not provide your location information to any third parties without your prior consent unless permitted to do so under the relevant laws. In the event that the Company requires your consent to provide your information to a third party for the provision of related services to you, the Company shall inform you in advance about the disclosure, the purpose of the disclosure and further details about the intended recipient of the information.
16. Prohibitions and Restrictions
  • 16.1. You must not engage in Prohibited Activities. Prohibited Activities include but shall not be restricted to the following:
    • 16.1.1. abnormal use of the Platform, Services or Accounts;
    • 16.1.2. abnormal access to the Platform’s system;
    • 16.1.3. where the Seller purchases its own products using third party accounts in a bid to inflate their sales and improve their product display ranking, seller grade, make biased product reviews to circumvent and/or avoid buying and/or selling limits, restrictions, holds or other policies or for any other purpose (“Self-Trading”);
    • 16.1.4. where the Users collaborate to illegitimately participate in product auctions in an attempt to manipulate and raise the winning price of their own products;
    • 16.1.5. direct transactions, between Buyers and Sellers, to circumvent the involvement of the Company, the Platform, the use of Q*Coins, the fee structure, billing process and/or fees owed to the Company, including but not limited to the following examples:
      • 16.1.5.1. Including third party links to external shopping malls/sites and encouraging Buyers to make purchases on the Seller’s own shopping mall/site;
      • 16.1.5.2. Offering special benefits for large orders and then directing the Buyer to liaise with the Seller directly;
      • 16.1.5.3. Requesting for direct advance payments into the Seller’s bank account; and/or
      • 16.1.5.4. Inducing the remittance of price differences to the personal bank account of the Seller.
    • 16.1.6. where the Seller (using his/her own Account or other third party Accounts to) register the same product redundantly, including but not limited to the following circumstances:
      • 16.1.6.1. The same products being redundantly registered in the same category or in close related categories; and/or
      • 16.1.6.2. Products that are registered with distinctly different names, images, giveaways, and volumes, but are actually the same identical product, are redundantly registered.
    • 16.1.7. registering a product in an unrelated category, also known as category violation;
    • 16.1.8. where the Seller uses unsuitable, incompatible keywords in product names and search tags that are aimed at increasing the exposure of the Products by misleading Buyers, including but not limited to the following examples:
      • 16.1.8.1. Keywords that are unrelated to the Product listed;
      • 16.1.8.2. Keywords for to improve the search promotions of the Product, but are not accurate information of the product; and
      • 16.1.8.3. Keyword that make an untruthful affiliation between another Seller’s shop, and that Product names.
    • 16.1.9. where the Seller does not provide accurate information relating to the manufacturer, brand and place of origin of the product being registered;
    • 16.1.10. where the Seller infringes the rights of any third parties (including but not limited to the infringement of trade marks and copyrights, and where the the Seller is guilty of passing off) including but not limited to:
      • 16.1.10.1. the unauthorised use of photos, images and texts taken or created by third parties that express human thought and emotion is prohibited. The Company will not hesitate to have such infringing content removed, at the request of the third party or at its sole discretion.; and/or
      • 16.1.10.2. the unauthorised use of photos and videos of celebrity entertainers and/or their likeness.
    • 16.1.11. the infringement of industrial property rights such as patents where the Sellers breaches the Company’s Policy of Prohibited and Restricted Products for Sale.
    • 16.1.12. where the Seller registers Adult-only Products in any category under than the “Adult Products” category (which is only viewable by Buyers over the age of 21).
    • 16.1.13. where the Seller’s advertisements on the Platform and/or any other platform operated by the Company and/or its Affiliates do not comply with the Company’s advertisement registration guidelines.
    • 16.1.14. where the Seller’s advertisement is registered though illegitimate bidding not permitted by the Company, or where the Seller engages in a false bidding for advertising rights on the Platform;
    • 16.1.15. where the Seller harvest or otherwise collects and use personal data of Users for a certain purpose without the Company’s and User’s consent and/or in a manner not permitted by law;
    • 16.1.16. where the Seller provides personal data of Users to a third party for a certain purpose without the Company’s and User’s consent and/or in a manner not permitted by law (whether intentionally or accidentally)
    • 16.1.17. where the Seller attempts to abnormally expose Products to Buyers and accessing the system by making abnormal use of Services provided by the Company;
    • 16.1.18. manipulating Product prices;
    • 16.1.19. obstructing the sale of other Sellers;
    • 16.1.20. evading the payment of and/or willfully manipulating Services Fees payable to the Company.
    • 16.1.21. take any action that will pose a security risk to the website, Users or any third parties;
    • 16.1.22. take any action that will adversely impact and/or cause damage/loss to the website, the Company, Users and/or any third parties; or
    • 16.1.23. take any action that will potentially subject the company, Users and/or any third party to liability howsoever arising.
  • 16.2. The Company reserves its right to take any of the following or other necessary actions against you if you are involved if we have reasonable grounds to suspect that you are involved in any Prohibited Activities:
    • 16.2.1. claim for damages for any losses incurred due to the Seller’s breach of Clause 16.1;
    • 16.2.2. withdrawal of benefits and/or Services provided by the Company;
    • 16.2.3. downgrading of Seller’s account grade;
    • 16.2.4. indefinite or temporary restriction or suspension of use of the Platform, Q* Coin, Accounts and Services;
    • 16.2.5. suspension or cancellation of the transactions made;
    • 16.2.6. removal from the membership database;
    • 16.2.7. suspension or revocation or termination of Account;
    • 16.2.8. reduce Product exposure ranking on the Platform;
    • 16.2.9. temporary or permanent removal of the Product from the Platform;
    • 16.2.10. removal of any Content that infringes the rights of any third party rights;
    • 16.2.11. removal and/or suspension of the Seller’s advertisement;
    • 16.2.12. withholding or deducting the settlement, Q*coin and/or the exchanged amount of other currencies due to the Seller;
    • 16.2.13. any other action that the Company, in its sole discretion, deems necessary and justifiable.

    • For the avoidance of doubt, Service Fees (if any) and/or payments for advertisement spaces paid by Seller to the Company shall not be refundable when any of the above punitive action is taken.
17. Protection of Intellectual Property Rights and Restrictions of Use
  • 17.1. All intellectual property in and to the Platform and any the Services, and content created by the Company are owned, licensed to or controlled by the Company and its affiliates. The Company reserves the right to enforce its intellectual property rights to the fullest extent of the law.
  • 17.2. By using or accessing the Platform or Services, you agree to comply with the copyright, trademark, other intellectual property rights and/or applicable laws that protect the Platform, the Services, and its Content.
  • 17.3. You agree that by posting Content (as defined below) on the Platform that you are granting a non-exclusive, royalty-free and perpetual licence to the Company to use, reproduce, distribute, transmit, publish, broadcast and/or display your Content.
  • 17.4. The Company’s Brand Protection Program (BPP) strives to ensure that listed Products do not infringe upon the copyright, trademark or other intellectual property rights of third parties. If you or any third parties believe that their intellectual property rights have been violated, you are advised to notify the BPP team of the Company at brand@qoo10.sg and the BPP team shall investigate.
  • 17.5. The Company may suspend or terminate your Account or limit your access to Company’s Services if you infringe the rights of third parties (including but not limited to their intellectual property rights), or engage in activities in breach of Company policies.
18. Content Management
  • 18.1. Content refers to texts, documents, photos, voices, and their combinations posted by Users on the Platform.
  • 18.2. The Company values their Users’ Content and takes reasonable steps to protect the integrity of the Content by preventing any unauthorized or unpermitted modification, damage, transfer and removal of the Content.
  • 18.3. You shall only use the Content of other Users for personal or non-commercial purposes only. Unless specified otherwise, and expressly permitted by the copyright laws, you shall not copy, reproduce, distribute, transmit, publish, broadcast or otherwise commercially exploit any Content without the permission of the owner of the intellectual property rights.
  • 18.4. Please report any problems, offensive or improper Content and policy violations to us at brand@qoo10.sg.
  • 18.5. If the Content:
    • 18.5.1. is derogatory or defamatory or insulting to other Users or to third parties;
    • 18.5.2. comprises offensive, explicit or obscene materials or contains links to offensive, explicit or obscene materials;
    • 18.5.3. infringes rights of the Company, other Users or third parties (including intellectual property rights);
    • 18.5.4. comprises materials or contains links to materials that may disrupt public order or offend public policy or go against socially accepted practices;
    • 18.5.5. comprises advertising content for commercial profits not derived from the use of the Platform or Services;
    • 18.5.6. comprises illegal or unlawful materials;
    • 18.5.7. is inconsistent with any Company’s rules, principles, guidelines or policies, including those in respect of the posting of Content
    • 18.5.8. is irrelevant or unrelated to the existing Content and/or purpose of that page or the Platform;
    • 18.5.9. interferes with the normal operation of the Platform or Services; and
    • 18.5.10. violates any relevant laws and regulations;

    • without limiting other remedies, we may remove or delete the Content without prior notification limit, suspend, or terminate the infringing User’s Account and/or access to our Services, prohibit their access to our Platform, delay or remove the infringing Content, and take technical and legal steps to keep the infringing User off the Platform, Services or User Accounts if we have reasonable grounds to believe that they are in breach of this clause 18.5.
19. Privacy
  • 19.1. The Company collects minimal personal data or information within the scope necessary for the provision of Services.
  • 19.2. The Company will not use the personal data or information collected for purposes other than those as described above. If a new purpose or use comes up or if the data or information has to be provided to a third party, the Company shall give reasonable notice to and seek consent from you.
  • 19.3. The Company takes reasonable efforts to limit the number of employees who have access to your personal data and/or information.
  • 19.4. The Company does not collect any personal data or information without your consent. You accept that the range of Services available to you may be limited if you refuse to provide your personal information. Subject to technical and legal limitations, the Company shall not curtail or withhold the provision of the Services (such as the general membership).
  • 19.5. You shall ensure that all personal information is true, complete, accurate and updated. The Company shall not be held responsible for any losses or liability arising as a result of the inaccurate information provided by you.
20. Disclaimer and Limitation of Liabilities
  • 20.1. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Platform and Services and your use of it. We make no warranty or representation, express or implied, about the accuracy or completeness of the content of the Platform or Services or the content of any sites linked to it, and assume no liability or responsibility for:
    • 20.1.1. Errors, mistakes, or inaccuracies in our content on the Platform;
    • 20.1.2. Personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services;
    • 20.1.3. Any unauthorized access to or use of our secure servers and/or any personal information and/or financial information stored on the Platform;
    • 20.1.4. Any interruption or cessation of transmission to or from the Platform;
    • 20.1.5. Any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party;
    • 20.1.6. For any loss or damage of any kind incurred as a result of the use of any Users’ Content posted, emailed, transmitted, or otherwise made available via the Platform or Services;
    • 20.1.7. The defamatory, offensive, or illegal conduct of any other Users and/or third parties; and/or
    • 20.1.8. any other dispute arising between the Buyers and Sellers or any other third parties such as delivery companies. For the avoidance of doubt, the Company is not obliged to assist in the resolution of such disputes.
  • 20.2. We make no warranty or representation, express or implied, about any of the following arising out of or in connection with the Transactions made on the Platform:
    • 20.2.1. Buyer and Seller’s genuine intention to purchase and sell;
    • 20.2.2. Sellers’ description of any Product is accurate, up-to-date or free from error;
    • 20.2.3. quality, state, condition, integrity, stability, legitimacy or fitness for purposes of the Products;
    • 20.2.4. links that direct to other websites; and
    • 20.2.5. non-infringement of any third party’s rights.
  • 20.3. For the avoidance of doubt, the Platform and our Services are provided on an "as is" and "as available" basis, and the Buyer is using them at their sole risk. The Company does not in any way represent any Buyer or Seller in any transaction whatsoever. You shall be solely responsible and liable for the use of the Platform or Services and any transaction that you make via the Platform or Services.
  • 20.4. If we are liable whether in contract, tort, under any strict liability or statute, in negligence or otherwise, you agree that the Company’s total aggregate liabilities to you shall not exceed the total amount of monies paid for Products made via the Platform or Services in the preceding 12 months.
  • 20.5. Except as set out in these Terms, to the extent permitted by law, the Company expressly excludes all other liability the Company may have to you, including all liability in contract, tort, negligence, misrepresentation, strict liability or statute.
21. Limitation of Liability
  • 21.1. Under no circumstances (including but not limited to any acts or omissions on our part) will we be liable for any damages, loss or expense, including but not limited to indirect, incidental, special, consequential damages or punitive damages, losses, costs or expenses, lost profits, revenue, business or anticipated savings, loss data, loss of Content or loss of use, arising from or in connection with:
    • 21.1.1. any down time in relation to the hosting, operation, management and/or administration of the Services by or on behalf of the Company (including any suspensions or termination (wholly or partly) of or errors in the Services arising out of or in connection with any Force Majeure Event or any fault attributable to the Buyer;
    • 21.1.2. or any notice issued by the Company, including but not limited to the maintenance, replacement, improvement, updating or modification of the Platform or Services and other such activities of similar nature;
    • 21.1.3. the suspension or improper provision of electrical or communication services provided by any telecommunications business operators;
    • 21.1.4. any sale and purchase of any Product made on the Platform, or any dispute in relation to such sale and purchase (including the delivery of such Product);
    • 21.1.5. the completeness, accuracy and/or veracity of any Content submitted or posted or transmitted or displayed by Sellers or Buyers on the Platform, including but not restricted to the Services Pages;
    • 21.1.6. any unauthorized or unlawful access by third parties to data or private information of your Account;
    • 21.1.7. any fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit Content submitted or posted or transmitted or displayed by Sellers on the Platform; and/or
    • 21.1.8. any suspension or termination of Accounts.
22. Indemnity
  • 22.1. To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold harmless the Company, its officers, employees, contractors and/or agents (the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related losses, liabilities, damages (actual and consequential), settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your use of our Platform and/or Services, which includes but is not limited to the following:
    • 22.1.1. your use or misuse of or inability to use or connection to the Platform, Account or the Services;
    • 22.1.2. your violation or breach of any term of these Terms (and any other terms and conditions or policies or notices included or referenced herein);
    • 22.1.3. your breach of any law or regulation; and/or
    • 22.1.4. your breach of any rights of a third party (individual or company or legal entity).
    23. Anti-Money Laundering and Counter-Terrorist Financing
    • 23.1. We are committed to providing you with safe, compliant, and reputable services through the Platform. Accordingly, we insist on a comprehensive and thorough customer due diligence process and implementation and ongoing analysis and reporting. This includes monitoring of and for suspicious transactions and mandatory reporting to international regulators.
    • 23.2. We reserve the right to refuse registration to, or to bar transactions from or to, anyone from or in jurisdictions that do not meet international AML–CTF standards as set out by the FATF; to anyone that is a Politically Exposed Person within the meaning of the FATF’s 40 Recommendations; or that fails to meet any of our customer due diligence standards, requests, or requirements. In lieu of refusing registration, we may perform enhanced customer due diligence procedures. At all times, you may be subject to enhanced customer due diligence procedures in your use of the Platform and any related service.
    • 23.3. We reserve the right to prohibit specific cryptocurrency wallet addresses from accessing the Platform, receiving Q*Coin tokens, or transferring Q*Coin tokens if properly directed to do so by law enforcement or a court of competent jurisdiction. The Company will cooperate with applicable law enforcement and regulatory authorities where it is required to do so and will share information if there are grounds to believe that Q*Coin is being used for illegal purposes.
    24. Applicable Law and Jurisdiction
    • 24.1. These Terms shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to any conflict of law rules.
    • 24.2. The United Nations Convention on Contracts for the International Sale of Goods and the Contracts (Rights of Third Parties) Act (Cap. 53B), to the extent applicable, are expressly disclaimed and excluded, and shall not apply to these Terms.
    • 24.3. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be the English Language.
    • 24.4. If there is any conflict or inconsistency between the prevailing English version and another language version of these Terms, if any, the prevailing English version shall prevail, and shall be binding and conclusive.
    25. Entire Agreement
    • 25.1. The provisions set forth in these Terms (and any other terms and conditions or policies or notices included or referenced herein) constitute the entire agreement between the Company and you with respect to the Platform, Services, and dealings of any kind whatsoever. These Terms may not be contradicted, explained or supplemented by evidence of any prior or contemporaneous communications or agreements, whether electronic, oral, or written, between the Company and you.
    • 25.2. A printed version of these Terms and of any notice given in printed or electronic form shall be admissible in judicial or other administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    • 25.3. Any rights not expressly granted herein are reserved.
    26. Severability
    • 26.1. If any provision of these Terms shall be deemed or held unlawful, void, or for any reason unenforceable, then that provision shall be modified to the minimum extent necessary to reflect the parties’ intentions or deemed severed from these Terms. Any remaining provisions shall remain in full force and effect.
    27. Notices and Communications
    • 27.1. Except as explicitly stated otherwise, any notices or communications to the Company shall be sent to 150 Beach Road, #18-01 Gateway West, Singapore 189720 and attention it to the “General Counsel”.
    • 27.2. Except as explicitly stated otherwise, any notices or communications from the Company to you shall be sent to the email address or postal address as indicated in your Account information and shall be deemed to have been completed when the notification reaches your e-mail inbox.
    • 27.3. You shall ensure that all personal information is true, complete, accurate and updated at all times. The Company shall not be held responsible for any losses, damages, costs, expenses or liabilities arising out of or in connection with any untrue, incomplete, inaccurate or outdated information provided by you.
    Effective Date: 1 January 2019
    Last Updated: 1 March 2019