General Terms and Conditions for the use of the Platform TECHSTYLE
(Version 1.0, updated 16 April 2019)
1. General Provisions
1.1 TECHSTYLE PTE. LTD., a private company limited by shares incorporated in the Republic of Singapore with its address at 28C Stanley Street, Singapore 068737 (hereinafter "TECHSTYLE") operates an online platform (the "Platform") under the domain https://techstyle.solutions/ (the "Website"). The Platform seeks to provide its Members with online tools for promotion, getting in contact, business initiation and qualification, exchanging information and general market intelligence. Upon entering into a subscription agreement for the use of the Platform with TECHSTYLE, manufacturers of fabric and textile products, brands, retailers and other buyers of such products (hereinafter "Members" and each a "Member") can make sales or purchases and connect over the Platform. TECHSTYLE aims to constantly develop and improve the services on the Platform to: (a) allow suppliers to display their products on their individual profile and offer the products to buyers; and (b) allow brands, retailers and other buyers to display their demands on their individual profile and/or request for proposals for their material needs.
1.2 These terms and conditions apply between TECHSTYLE and the Members of the Platform and shall govern each Member’s use of the Platform and all the services provided by TECHSTYLE to such Members. By subscribing for the use of the Platform and/or by using, accessing or browsing the Platform, the Member confirms that it/he accepts these terms and conditions and agrees to comply with and be bound by them.
1.3 For non-Members, these terms and conditions (to the extent applicable to non-Members) together with TECHSTYLE’s privacy policy govern the use of the Website. By using, accessing and/or browsing the Website, the non-Member confirms that it/he accepts these terms and conditions and agrees to comply with and be bound by them.
1.4 Terms and conditions deviating from these terms and conditions shall only apply if these are confirmed by TECHSTYLE in writing.
2. Registration and Log-ins
2.1 Only natural persons or legal entities acting in the execution of their commercial or independent business activities may (subject to TECHSTYLE’s internal assessment and review) subscribe for the use of the Platform.
2.2 Parties who are interested in subscribing for the use of the Platform can submit a registration form to TECHSTYLE ("Applicant"). Upon receipt of the registration form, TECHSTYLE will conduct a review on the suitability of the Applicant and may thereafter make an offer to the Applicant to enter into a subscription agreement with TECHSTYLE for the use of the Platform at the subscription fee indicated in the offer and under: (a) these terms and conditions (as may be amended from time to time), (b) the terms of TECHSTYLE’s privacy policy (as may be amended from time to time); and (c) such other terms and conditions set out by TECHSTYLE in its offer. The Applicant may thereafter anytime within 14 days accept the offer by e-mail or by fax or by any other way allowed by TECHSTYLE thereby concluding the subscription agreement with TECHSTYLE. TECHSTYLE may also provide a subscription form on the Website, which enable Applicants to make a binding offer to TECHSTYLE to enter into a subscription agreement for the use of the Platform at the subscription fee indicated in the subscription form and under: (a) these terms and conditions (as may be amended from time to time); (b) the terms of TECHSTYLE’s privacy policy (as may be amended from time to time); and (c) such other terms and conditions set out in the subscription form. In such cases, TECHSTYLE shall have the right but not the obligation anytime within 14 days to accept the Applicant’s subscription for the use of the Platform by e-mail or by fax or by any other method TECHSTYLE deems fit. If accepted, the subscription agreement between TECHSTYLE and the relevant Applicant will be concluded. All information indicated and/or provided in the registration form or subscription form (as the case may be), in particular contact information and information on whether the Applicant will be using the Platform as supplier ("Supplier Member") or buyer ("Buyer Member") has to be true, complete, and accurate.
2.3 Unless otherwise agreed, TECHSTYLE may invoice each Member for the monthly subscription fees (plus any GST if applicable) in advance. Each Member is responsible for and shall ensure that all local sales taxes applicable at the Member’s place of business or any other indirect taxes levied upon the payments made to TECHSTYLE under the subscription agreement, except for GST payable in Singapore, is paid. Each Member shall hold TECHSTYLE harmless and indemnify TECHSTYLE against any such claims for taxes by local authorities at the Member’s place of business. TECHSTYLE may assign its claims for subscription fees against a Member to its country-specific subsidiaries and/or collect such subscription fees via its country-specific subsidiaries.
2.4 All information provided to TECHSTYLE in the registration process and during the Member’s subscription for the use of the Platform has to be true, complete, and accurate. However, if employees of a Member are provided with user profiles, such employees may use pseudonyms for their accounts. Each Member shall inform TECHSTYLE immediately of any changes with respect to the information provided, in particular changes in e-mail address or billing information.
2.5 TECHSTYLE has the right (at its sole discretion) to terminate a Member’s subscription for the use of the Platform, withdraw a Member’s admission or to block its access to the Platform if the Member is in default of payment of any fees or if there are reasonable grounds to assume that the Member is in breach of these terms and conditions and/or the subscription agreement.
2.6 All log-ins are individualised and may only be used by the respective authorised Member and/or its authorised employees. A Member must not permit any third party (other than its authorised employees) to use or access their account. Each Member is obliged to keep the log-in data strictly confidential and to protect them from unauthorised access by third parties. Each Member is also responsible for the confidentiality of its employees’ log-ins and shall instruct its employees accordingly. A Member shall inform TECHSTYLE without delay of any suspected unauthorised use of its log-in data and/or any of its employees’ user accounts. TECHSTYLE reserves the right (at its sole discretion) to change a Member’s log-in data and/or deactivate a Member’s account and/or any of its employee’s user accounts, if there is any indication of unauthorised access by third parties. In such a case, TECHSTYLE shall inform the Member without undue delay.
3. Use of the Platform
3.1 A Member may use all functions of the Platform that are part of the Member’s membership scheme (which may include product browsing and purchase, the message function, and the ability to connect with other Members using the project management function).
3.2 The Members may add information to their profiles on the Platform. Any such information displayed and/or provided by a Member on their Platform profile should be true, accurate and not in any way misleading. For a Supplier Member, this includes but is not limited to any write up about it, its location and any certifications it may hold. If there are any changes, the Member should promptly make the necessary amendments to its profile on the Platform.
3.3 Supplier Members may share their products in the digital material library on the Platform. Any information provided by a Supplier Member on its products including but not limited to its specifications, certifications, dispatch time, factory location and price should be complete, true, accurate and not in any way misleading. For the avoidance of doubt, Supplier Members will not have access to information provided in the digital material library by other Supplier Members.
3.4 Buyer Members may specify their product requirements and (subject to any restrictions imposed by TECHSTYLE, whether upon the request of a Supplier Member or not) browse the digital material library on the Platform to find products to satisfy their product requirements.
3.5 Members are aware that any information provided on the Platform, e.g. information added by a Supplier Member to its profile and/or the material library, may be accessible by other Members of the Platform. By adding such information to the Platform, Members agree and consent to such information being made available to other Members of the Platform. If a Supplier Member wishes to restrict the viewing of its product information to certain Members of the Platform, it should inform TECHSTYLE of its request before sharing, providing or adding such information to the Platform. Upon receiving such a request, TECHSTYLE will assess the practicality and reasonableness of such a request. Thereafter, it will inform the Supplier Member if it is able to accommodate its request.
3.6 Each Member is free to enter into agreements with other Members of the Platform under its own terms and conditions using the functions of the Platform. Each Member is solely responsible for any agreements entered into with other Members of the Platform. TECHSTYLE shall not and will not in any circumstance be a party to any such agreements between Members and shall not be bound by any agreements between Members. TECHSTYLE shall also not be responsible for the performance of any obligations in such agreements between Members.
3.7 It is the sole responsibility of each Member to conduct due diligence on the Members they enter into agreements with, e.g. creditworthiness and signing authority. TECHSTYLE is not responsible for the accuracy or completeness of any information provided by Members on the Platform. Without limiting the foregoing, TECHSTYLE is not responsible for, and the Members shall hold TECHSTYLE harmless from, any losses, damages and liability arising out of or in connection with the suggestion, screening and/or selection of business partners on the Platform through the use of the Platform’s search functions, screening process (if available), recommendations or the matching algorithm.
3.8 TECHSTYLE shall provide Members with the ability to add additional user profiles to their membership accounts to enable their employees to use all functions of the Platform that are part of the Member’s membership scheme. For the avoidance of doubt, any action undertaken by the users of such additional user profiles on the Platform will for the purposes of these terms and conditions be treated as actions by the relevant Member.
3.9 TECHSTYLE reserves the right (at its sole discretion) to amend or extend the content or structure of the Platform as well as the corresponding user interfaces.
3.10 If a Buyer Member is interested in purchasing products from a Supplier Member on the Platform it may add the relevant product to its cart and check it out by following the steps required by the Platform and providing the information required by TECHSTYLE (including but not limited to card details, shipping information, etc.). Any checked out order remains subject to confirmation by the relevant Supplier Member. Once an order is checked out, TECHSTYLE will take steps to obtain the relevant Supplier Member’s confirmation that it accepts the Buyer Member’s order. Once the Supplier Member has provided TECHSTYLE with the relevant confirmation, TECHSTYLE will (on behalf of the Supplier Member) confirm the order with the Buyer Member. TECHSTYLE will endeavour to obtain the order confirmation from the relevant Supplier Member within 24 hours of the check-out of the order. If there is a delay, the Buyer Member shall be notified and given the option to cancel the order. Once the Buyer Member is provided with the order confirmation, an agreement for the sale and purchase of the products set out in the order is entered into between the relevant Buyer Member and the relevant Supplier Member. TECHSTYLE will then deduct the relevant order amount, the shipping costs and the commission payable to it for the order from the credit card/debit card provided by the Buyer Member at order check out. If the order is not accepted by the Supplier Member, TECHSTYLE will inform the Buyer Member that the order was not successful and no monies will be deducted from the credit card/debit card provided by the Buyer Member at order check out.
3.11 TECHSTYLE shall inform Supplier Members of any orders with them on the Platform that has been checked out by a Buyer Member. The relevant Supplier Member shall as soon as possible either: (a) confirm its acceptance of the order; or (b) confirm its non-acceptance of the order (with legitimate reasons provided). If the Supplier Member confirms its acceptance of the order, TECHSTYLE shall proceed to confirm the order with the relevant Buyer Member on behalf of the Supplier Member. Once the Buyer Member is provided with the said order confirmation, an agreement for the sale and purchase of the products set out in the order is entered into between the relevant Buyer Member and the relevant Supplier Member.
3.12 The Supplier Member shall promptly after the agreement for the sale and purchase of the products is entered into arrange for the shipment of the relevant products at its own cost to the premises of TECHSTYLE. Upon receipt of the relevant products from the Supplier Member, TECHSTYLE shall conduct some basic checks to ensure that the products shipped by the Supplier Member are correct before shipping them out to the Buyer Member. The costs of such shipment shall be paid by the Buyer Member. For the avoidance of doubt, TECHSTYLE shall not be responsible for the payment of any local custom or duties for the products. Title and risk in the products shall also lie with the Supplier Member until they are received by the Buyer Member.
3.13 The order amount will be released to the Supplier Member at a time mutually agreed between the relevant Supplier Member and TECHSTYLE (on a case by case basis).
3.14 For any confirmed order made on and/or through the Platform, TECHSTYLE will charge a commission from the Buyer Member.
4. Member’s Obligations and License
4.1 Each Member shall ensure that all information shared in its profile and in relation to its products and business on the Platform is true, complete and accurate, not misleading, and does not infringe upon the rights of third parties, including but not limited to the rights of third parties in trademarks, design rights, or rights in trade secrets.
4.2 By uploading content to and/or publishing content on the Platform, each Member grants TECHSTYLE a non-exclusive, perpetual, worldwide licence to use all content uploaded to and/or published on the Platform by it (the "Content"). Such licence includes but is not limited to, the right to reproduce the Content and to communicate the Content to the public. In addition and without prejudice to the foregoing, each Member grants TECHSTYLE, a non-exclusive worldwide licence to use the Member’s company name and logo, and all the designs, brand names and brand logos displayed, published or uploaded by it on the Platform, as a reference for TECHSTYLE’s services, in newsletters and/or for advertisement.
4.3 Each Member shall instruct all employees, who have log-in information for an additional user profile to its membership account or have access to its log-in information, to comply with these terms and conditions and shall also take steps to make such employees aware of these terms and conditions. If any Member displays and/or uploads any individual’s personal data on the Platform, it shall ensure that it is entitled to do so and the relevant individual’s consent has been obtained. To the extent that an individual’s personal data is provided to TECHSTYLE when setting up log-ins, each Member shall ensure that the relevant individual’s consent has been obtained for the collection and use of their personal data by TECHSTYLE in accordance with TECHSTYLE’s privacy policy.
4.4 Each Member shall be obliged to:
(a) implement and maintain regular data backups of information on the Website and/or the Platform, which is of commercial and/or legal importance for the Member during the entire term of the subscription agreement;
(b) ensure the careful handling of log-in information and ensure that no unauthorized person gains access to the log-in information;
(c) cooperate with TECHSTYLE, to the extent necessary to investigate and prevent unauthorized access to the Platform;
(d) use the Platform exclusively for the purpose of:
(1) If a Buyer Member: browsing and/or purchasing textile products and connecting with other Members for legitimate commercial purposes;
(2) if a Supplier Member: listing products in the digital material library, submitting proposals to Buyer Members and connecting with other Members for legitimate commercial purposes; and
(e) comply with the latest relevant version of TECHSTYLE’s Code of Conduct and terms and conditions.
4.5 Each Member undertakes to TECHSTYLE to refrain from any activities which may endanger the performance of the Platform or disturb other Members. Each Member also undertakes to TECHSTYLE that it shall not: (a) use scrapers or crawlers to gather data from the Platform; (b) access (or attempt to access) data which the Member is not entitled to; or (c) share any data or information obtained from the Platform or other Members with third parties who are not Members.
4.6 Members shall ensure that the information and data uploaded on the Platform does not contain any malware such as trojans, viruses or similar software. The Member is obliged to compensate TECHSTYLE for any damage, liability and losses and to hold TECHSTYLE harmless from any third party claims resulting from the non-compliance with these obligations.
5. Liability of TECHSTYLE
5.1 To the extent permitted by law, TECHSTYLE excludes all conditions, warranties, representations or other terms which may apply to the Website, the Platform or any content on it, whether express or implied.
5.2 To the extent permitted by law, TECHSTYLE will not be liable to any Member or non-Member for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: (a) use of, or inability to use, the Website or the Platform; or (b) use of or reliance on any content displayed on the Website and/or the Platform.
5.3 Without limiting the above, TECHSTYLE will not be liable to anyone for:
(a) loss of profits, sales, business or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss of business opportunity, goodwill or reputation; or
(e) any indirect or consequential loss or damage.
5.4 Without limiting the above and to the extent permitted by law, TECHSTYLE will not be liable for any damages or claims that arise out of its negligence or the negligence of its employees, representatives and/or assistants.
5.5 TECHSTYLE will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect a Member’s or a non-Member’s computer equipment, computer programs, data or other proprietary material due to the use of the Website and/or the Platform.
5.6 Without prejudice to the above and to the extent permitted by law, the liability of TECHSTYLE for a breach of a key contractual term of the subscription agreement shall be limited to damages which TECHSTYLE could have reasonably foreseen when entering into the subscription agreement with the Member due to the information available to TECHSTYLE at that time.
5.7 The limitations of liability and exclusions of liability set out herein shall also apply, mutatis mutandis, to TECHSTYLE’s employees and other assistants or agents.
5.8 To the extent the Platform and/or the Website, offers options to redirect to databases, websites, services etc. of third parties, for example through links or hyperlinks, TECHSTYLE shall neither be liable for the accessibility, existence or security of such databases or services nor for their contents. In particular and without limiting the foregoing, TECHSTYLE shall not be liable for its legality, truth, accuracy, and/or completeness.
6. Third Party Contents, Data Security, Confidentiality
6.1 The Members must not publish and/or upload content on the Platform which infringes statutory provisions, official orders or common decency. In addition, Members must not publish content which infringes any third parties’ rights (in particular copyright and trademark rights).
6.2 TECHSTYLE disclaims any responsibility or liability for content published and/or uploaded by any Member on the Platform.
6.3 TECHSTYLE reserves the right (at its sole discretion) to remove any content published or uploaded on the Platform if such content violates applicable statutory law, if it was published or uploaded in breach of these terms and conditions, or if TECHSTYLE has reason to believe that the content violates the rights of any other Member or third party.
6.4 Each Member undertakes to TECHSTYLE to hold TECHSTYLE harmless and indemnify TECHSTYLE against all claims third parties may have due to the infringement of their rights or statutory violations that arises out of the Member’s actions.
6.5 TECHSTYLE´s servers are secured by industry standard technology, in particular firewalls and/or encryption; however, the Members are aware that there is a risk for all Members of the Platform that data transmitted may be intercepted. This also applies to the integrated messaging system and all other transfers of data. Thus, confidentiality of the data transmitted while using the Platform cannot be guaranteed.
6.6 TECHSTYLE implements economically reasonable measures to keep downtime of the Platform to a minimum. However, as with any technical system, there can be downtime of the Platform due to software bugs, maintenance, upgrades, etc. Each Member is responsible for the implementation of measures to ensure that such temporary downtime does not affect the Member’s business operations.
6.7 TECHSTYLE shall keep all information provided by its Members and which is expressly designated as confidential information strictly confidential and shall use such information only in accordance with these terms and conditions. This does not apply to information that:
(a) is lawfully known by TECHSTYLE at the time of receipt;
(b) is at the time of disclosure or thereafter becomes published or otherwise part of the public domain without breach of this agreement by TECHSTYLE; or
(c) is substantially disclosed to TECHSTYLE by a third party who is not under an obligation to maintain the confidentiality of the information.
6.8 TECHSTYLE uses high encryption standards to ensure confidentiality of critical data provided to TECHSTYLE.
6.9 TECHSTYLE has the right to disclose confidential information when and to the extent which TECHSTYLE is legally obliged to disclose.
6.10 The content provided by Members on the Platform is accessible to other Members. TECHSTYLE shall not make such content accessible to third parties who are not Members except in a case where TECHSTYLE assigns essentially all parts of the Platform to a third party or in a case where TECHSTYLE uses such content for references or advertisements as set out in Section 4.2. However, Members are aware and acknowledge that TECHSTYLE cannot prevent other Members from sharing such content with third parties.
7. Term
7.1 The term of the subscription agreement shall commence from the conclusion of the subscription agreement in accordance with Section 2.2 and shall continue indefinitely until terminated by either party. Either party shall be able to terminate the subscription agreement by giving the other 3 business days written notice.
7.2 TECHSTYLE shall also have the right to immediately terminate any subscription agreement with a Member for good cause without a notice period. A good cause for TECHSTYLE includes but is not limited to:
(a) a breach of any provision of these terms and conditions or the Code of Conduct by a Member which is not remedied within the deadline set by TECHSTYLE;
(b) criminal activities by a Member or the attempt of such criminal activities, for example fraud;
(c) if the Member is in default of payment to TECHSTYLE for more than six weeks;
(d) long-term operational disruptions as a result of force majeure beyond the control of TECHSTYLE, such as natural disasters or fire.
7.3 A notice of termination must be made in writing, or, if available, by using the termination procedure in the members account area on the Platform. Transmission by e-mail or fax is sufficient.
8. Amendment of these Terms and Conditions
8.1 TECHSTYLE reserves the right to amend these terms and conditions at its discretion.
8.2 TECHSTYLE shall inform the Members of amendments to these terms and conditions in writing, by fax, by e-mail or by a message displayed to Members when logging in to the Platform. If the Member does not object to such amendments within a period of two weeks after receipt of the notice, the amendments shall be deemed agreed to.
8.3 If a Member objects to the amendment of these terms and conditions, TECHSTYLE has the right to terminate the relevant subscription agreement with two weeks’ notice.
8.4 Non-Members should check this page from time to time to take notice of any changes made.
9. Law and Venue
9.1 The subscription agreement and these terms and conditions shall be governed by the laws of the Republic of Singapore, excluding its conflict of laws rules and the UN Convention on the International Sale of Goods.
9.2 Any dispute arising out of or in connection with this agreement and/or these terms and conditions, 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 in accordance with the Arbitration Rules of the Singapore International Arbitration Centre 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 1 arbitrator. The language of the arbitration shall be English.
10. Miscellaneous
10.1 Except with the prior written consent of TECHSTYLE, Members may not transfer any rights or obligations under their subscription agreement with TECHSTYLE to third parties. Each Member shall consent to any assignment of their subscription agreement by TECHSTYLE to a company affiliated with TECHSTYLE.
2.1 Only natural persons or legal entities acting in the execution of their commercial or independent business activities may (subject to TECHSTYLE’s internal assessment and review) subscribe for the use of the Platform.
10.2 A Member may invoke set-off or exercise a pledge or right to retain only if the claims made have been acknowledged by TECHSTYLE or have been adjudicated with legal effect.